exv10w2






Exhibit 10.2




EXECUTION COPY



 

 


CREDIT AGREEMENT




among




TRICO SHIPPING AS,




as Borrower,




TRICO MARINE CAYMAN, L.P.,




TRICO HOLDCO LLC,




TRICO SUPPLY AS

and




the Subsidiary Guarantors listed on Schedule IX hereto,




VARIOUS LENDERS,




NORDEA BANK FINLAND PLC, NEW YORK BRANCH,




as Administrative Agent and Book Runner




and




NORDEA BANK FINLAND PLC, NEW YORK BRANCH and BAYERISCHE

HYPO- UND VEREINSBANK AG,




as Joint Lead Arrangers




 






Dated as of October 30, 2009




 






 

 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.
	 	Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Amount and Terms of Credit Facility	 	 	16	 
	 
	 	 	 	 	 	 
	2.01
	 	Loan Commitments	 	 	17	 
	2.02
	 	Minimum Amount of Each Borrowing; Limitation on Number of Borrowings	 	 	17	 
	2.03
	 	Notice of Borrowing	 	 	17	 
	2.04
	 	Disbursement of Funds	 	 	17	 
	2.05
	 	Notes	 	 	18	 
	2.06
	 	Pro Rata Borrowings	 	 	19	 
	2.07
	 	Interest	 	 	19	 
	2.08
	 	Interest Periods	 	 	20	 
	2.09
	 	Increased Costs, Illegality, etc.	 	 	21	 
	2.10
	 	Compensation	 	 	24	 
	2.11
	 	Change of Lending Office	 	 	24	 
	2.12
	 	Replacement of Lenders	 	 	24	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Letters of Credit	 	 	25	 
	 
	 	 	 	 	 	 
	3.01
	 	Letters of Credit	 	 	25	 
	3.02
	 	Letter of Credit Requests; Minimum Stated Amount	 	 	27	 
	3.03
	 	Letter of Credit Participations	 	 	27	 
	3.04
	 	Agreement to Repay Letter of Credit Drawings	 	 	29	 
	3.05
	 	Increased Costs	 	 	30	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Commitment Commission; Reductions of Commitment	 	 	31	 
	 
	 	 	 	 	 	 
	4.01
	 	Commitment Commission	 	 	31	 
	4.02
	 	Voluntary Termination of Unutilized Commitments	 	 	32	 
	4.03
	 	Mandatory Reduction of Commitments	 	 	32	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Prepayments; Payments; Taxes; Voluntary Prepayments	 	 	34	 
	 
	 	 	 	 	 	 
	5.01
	 	Voluntary Prepayments	 	 	34	 
	5.02
	 	Mandatory Repayments	 	 	35	 
	5.03
	 	Method and Place of Payment	 	 	35	 
	5.04
	 	Net Payments; Taxes	 	 	36	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Conditions Precedent to the Effective Date	 	 	37	 
	 
	 	 	 	 	 	 
	6.01
	 	Execution of Agreement; Notes	 	 	37	 
	6.02
	 	Officer’s Certificate	 	 	37	 






(i)









 





Table
of Contents
(continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	6.03
	 	Fees, etc.	 	 	37	 
	6.04
	 	Opinions of Counsel	 	 	38	 
	6.05
	 	Corporate Documents; Proceedings; etc.	 	 	39	 
	6.06
	 	Indebtedness	 	 	40	 
	6.07
	 	Security Documents	 	 	40	 
	6.08
	 	Solvency Certificate	 	 	40	 
	6.09
	 	Approvals	 	 	40	 
	6.10
	 	Subsidiaries Guaranty; TMS Guaranty	 	 	40	 
	6.11
	 	Litigation	 	 	41	 
	6.12
	 	Environmental Laws	 	 	41	 
	6.13
	 	Material Adverse Effect	 	 	41	 
	6.14
	 	No Conflicts; Margin Regulations	 	 	41	 
	6.15
	 	Refinancing of Existing Indebtedness; Issuance of Senior Notes	 	 	41	 
	6.16
	 	Collateral Agency and Intercreditor Agreement	 	 	41	 
	6.17
	 	Parent Credit Agreement Amendment	 	 	41	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Conditions Precedent to each Credit Event	 	 	42	 
	 
	 	 	 	 	 	 
	7.01
	 	No Default; Representations and Warranties	 	 	42	 
	7.02
	 	Notice of Borrowing	 	 	42	 
	7.03
	 	Effective Date	 	 	42	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Representations, Warranties and Agreements	 	 	42	 
	 
	 	 	 	 	 	 
	8.01
	 	Corporate/Limited Liability Company/Limited Partnership Status	 	 	42	 
	8.02
	 	Corporate Power and Authority	 	 	43	 
	8.03
	 	No Violation	 	 	43	 
	8.04
	 	Governmental Approvals	 	 	43	 
	8.05
	 	Financial Statements; Financial Condition; Undisclosed Liabilities;	 	 	 	 
	 
	 	Projections; etc.	 	 	43	 
	8.06
	 	Litigation	 	 	44	 
	8.07
	 	True and Complete Disclosure	 	 	45	 
	8.08
	 	Use of Proceeds; Margin Regulations	 	 	45	 
	8.09
	 	Tax Returns and Payments	 	 	45	 
	8.10
	 	Compliance with ERISA	 	 	46	 
	8.11
	 	The Security Documents	 	 	47	 
	8.12
	 	Subsidiaries	 	 	47	 
	8.13
	 	Compliance with Statutes, etc.	 	 	47	 
	8.14
	 	Investment Company Act	 	 	47	 
	8.15
	 	Environmental Matters	 	 	47	 
	8.16
	 	Labor Relations	 	 	48	 
	8.17
	 	Patents, Licenses, Franchises and Formulas	 	 	48	 
	8.18
	 	Indebtedness	 	 	48	 
	8.19
	 	Insurance	 	 	49	 






(ii)









 





Table
Of Contents
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	8.20
	 	Properties	 	 	49	 
	8.21
	 	Legal Names; Type of Organization (and Whether a Registered Organization);	 	 	 	 
	 
	 	Jurisdiction of Organization; etc.	 	 	49	 
	8.22
	 	Concerning the Mortgaged Vessels	 	 	49	 
	8.23
	 	Citizenship	 	 	49	 
	8.24
	 	Vessel Classification	 	 	49	 
	8.25
	 	No Immunity	 	 	49	 
	8.26
	 	Fees and Enforcement	 	 	49	 
	8.27
	 	Form of Documentation	 	 	50	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Affirmative Covenants	 	 	50	 
	 
	 	 	 	 	 	 
	9.01
	 	Information Covenants	 	 	50	 
	9.02
	 	Books, Records and Inspections	 	 	53	 
	9.03
	 	Maintenance of Property; Insurance	 	 	53	 
	9.04
	 	Existence; Franchises	 	 	54	 
	9.05
	 	Compliance with Statutes, etc.	 	 	54	 
	9.06
	 	Compliance with Environmental Laws	 	 	54	 
	9.07
	 	ERISA	 	 	55	 
	9.08
	 	End of Fiscal Years	 	 	55	 
	9.09
	 	Performance of Obligations	 	 	55	 
	9.10
	 	Payment of Taxes	 	 	56	 
	9.11
	 	Additional Security; Additional Guarantors; Further Assurances	 	 	56	 
	9.12
	 	Use of Proceeds	 	 	57	 
	9.13
	 	Flag of Mortgaged Vessels; Vessel Classifications; Management	 	 	57	 
	 
	 	 	 	 	 	 
	Section 10.
	 	Negative Covenants	 	 	57	 
	 
	 	 	 	 	 	 
	10.01
	 	Liens	 	 	57	 
	10.02
	 	Merger, Consolidation or Sale of Assets, Etc.	 	 	57	 
	10.03
	 	Dividends	 	 	58	 
	10.04
	 	Indebtedness	 	 	58	 
	10.05
	 	Transactions with Affiliates	 	 	60	 
	10.06
	 	Limitations on Investments	 	 	60	 
	10.07
	 	Limitation on Modifications of Certificate of Incorporation and By-Laws; etc.	 	 	60	 
	10.08
	 	Limitation on Certain Restrictions on Subsidiaries	 	 	61	 
	10.09
	 	Business	 	 	61	 
	10.10
	 	ERISA	 	 	61	 
	10.11
	 	Voluntary Prepayments, Etc. of Senior Notes; Amendments of Senior Notes Documentation	 	 	61	 
	10.12
	 	Substitution of Collateral	 	 	62	 
	 
	 	 	 	 	 	 
	Section 11.
	 	Events of Default	 	 	62	 






(iii)









 





Table
Of Contents
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	11.01
	 	Payments	 	 	62	 
	11.02
	 	Representations, etc.	 	 	62	 
	11.03
	 	Covenants	 	 	62	 
	11.04
	 	Default Under Other Agreements	 	 	62	 
	11.05
	 	Bankruptcy, etc.	 	 	62	 
	11.06
	 	ERISA	 	 	63	 
	11.07
	 	Security Documents	 	 	63	 
	11.08
	 	Guaranties	 	 	63	 
	11.09
	 	Judgments	 	 	64	 
	11.10
	 	Change of Control	 	 	64	 
	11.11
	 	Parent Credit Agreement	 	 	64	 
	11.12
	 	Special Repurchase Offer.  The Borrower is required to make a “Special	 	 	 	 
	 
	 	Repurchase Offer” under and as defined in the Senior Notes Indenture;	 	 	64	 
	 
	 	 	 	 	 	 
	Section 12.
	 	Administrative Agent	 	 	64	 
	 
	 	 	 	 	 	 
	12.01
	 	Appointment	 	 	64	 
	12.02
	 	Nature of Duties	 	 	65	 
	12.03
	 	Lack of Reliance on the Administrative Agent	 	 	65	 
	12.04
	 	Certain Rights of the Administrative Agent	 	 	66	 
	12.05
	 	Reliance	 	 	66	 
	12.06
	 	Indemnification	 	 	66	 
	12.07
	 	The Administrative Agent in its Individual Capacity	 	 	66	 
	12.08
	 	Holders	 	 	67	 
	12.09
	 	Resignation by the Administrative Agent	 	 	67	 
	12.10
	 	No Other Duties, etc.	 	 	67	 
	 
	 	 	 	 	 	 
	Section 13.
	 	Holdco Guarantees	 	 	68	 
	 
	 	 	 	 	 	 
	13.01
	 	Holdco Guarantees	 	 	68	 
	13.02
	 	Bankruptcy	 	 	68	 
	13.03
	 	Nature of Liability	 	 	68	 
	13.04
	 	Independent Obligation	 	 	69	 
	13.05
	 	Authorization	 	 	69	 
	13.06
	 	Reliance	 	 	70	 
	13.07
	 	Subordination	 	 	70	 
	13.08
	 	Waiver	 	 	71	 
	 
	 	 	 	 	 	 
	Section 14.
	 	Miscellaneous	 	 	71	 
	 
	 	 	 	 	 	 
	14.01
	 	Payment of Expenses	 	 	71	 
	14.02
	 	Right of Setoff	 	 	73	 
	14.03
	 	Notices	 	 	73	 
	14.04
	 	Benefit of Agreement; Assignments and Participations	 	 	73	 






(iv)









 





Table
Of Contents
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	14.05
	 	No Waiver; Remedies Cumulative	 	 	75	 
	14.06
	 	Payments Pro Rata	 	 	76	 
	14.07
	 	Calculations; Computations	 	 	76	 
	14.08
	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL;	 	 	 	 
	 
	 	APPOINTMENT OF PROCESS AGENT	 	 	76	 
	14.09
	 	Counterparts	 	 	78	 
	14.10
	 	Effectiveness	 	 	78	 
	14.11
	 	Headings Descriptive	 	 	78	 
	14.12
	 	Amendment or Waiver; etc.	 	 	78	 
	14.13
	 	Survival	 	 	80	 
	14.14
	 	Domicile of Loans	 	 	80	 
	14.15
	 	Limitation on Additional Amounts, etc.	 	 	80	 
	14.16
	 	Confidentiality	 	 	81	 
	14.17
	 	Register	 	 	81	 
	14.18
	 	Judgment Currency	 	 	82	 
	14.19
	 	Language	 	 	82	 
	14.20
	 	Waiver of Immunity	 	 	82	 
	14.21
	 	USA PATRIOT Act Notice	 	 	83	 
	14.22
	 	OTHER LIENS ON COLLATERAL; TERMS OF COLLATERAL AGENCY AND INTERCREDITOR	 	 	 	 
	 
	 	AGREEMENT; ETC.	 	 	83	 






(v)









 





Table of Contents
(continued)



SCHEDULES



	 	 	 	 	 
	SCHEDULE I

	 	—
	 	Revolving Loan Commitments
	SCHEDULE II

	 	—
	 	Lender Addresses
	SCHEDULE III

	 	—
	 	Approved Classification Societies
	SCHEDULE IV

	 	—
	 	ERISA
	SCHEDULE V

	 	—
	 	Subsidiaries
	SCHEDULE VI

	 	—
	 	Existing Indebtedness
	SCHEDULE VII

	 	—
	 	Legal Name; Type of Organization and whether a Registered Organization;
Jurisdiction of Organization; Etc.

	SCHEDULE VIII

	 	—
	 	Transactions with Affiliates
	SCHEDULE IX

	 	—
	 	Subsidiary Guarantors
	SCHEDULE X

	 	—
	 	Closing Checklist
	SCHEDULE XI

	 	—
	 	Mortgaged Vessels
	SCHEDULE XII

	 	—
	 	Required Insurance
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A

	 	—
	 	Notice of Borrowing
	EXHIBIT B

	 	—
	 	Note
	EXHIBIT C

	 	—
	 	Form of Assignment and Assumption Agreement
	EXHIBIT D-1

	 	—
	 	Opinion of Bartlit Beck Herman Palenchar & Scott LLP, special counsel to the
Parent, the Holdco Guarantors and the Credit Parties

	EXHIBIT D-2

	 	—
	 	Opinion of Simonsen Advokatfirma DA, Norwegian maritime counsel to the Credit
Parties
	EXHIBIT D-3

	 	—
	 	Opinion of Higgs & Johnson, Bahamian counsel to the Credit Parties

	EXHIBIT D-4

	 	—
	 	Opinion of Seward & Kissel LLP, Vanuatu maritime counsel to the Credit Parties
	EXHIBIT D-5

	 	—
	 	Opinion of Mackinnons, Scottish counsel to the Credit Parties
	EXHIBIT D-6

	 	—
	 	Opinion of Rishi Varma, General Counsel of the Parent
	EXHIBIT D-7

	 	—
	 	Opinion of TozziniFreire Advogados, Brazilian counsel to the Credit Parties
	EXHIBIT D-8

	 	—
	 	Opinion of Maples and Calder, Cayman Islands counsel to the Credit Parties
	EXHIBIT D-9

	 	—
	 	Opinion of Carey Olsen, Guernsey counsel to the Credit Parties
	EXHIBIT D-10

	 	—
	 	Opinion of Cains, Isle of Man maritime counsel to the Credit Parties
	EXHIBIT D-11

	 	—
	 	Opinion of Nauta Dutilh, Dutch counsel to the Credit Parties
	EXHIBIT D-12

	 	—
	 	Opinion of Bugge, Arentz-Hansen & Rasmussen, Norwegian counsel to the Credit
Parties







(vi)









 





Table
Of Contents
(continued)



	 	 	 	 	 
	EXHIBIT D-13

	 	—
	 	Opinion of Advokatfirmaet Schjodt DA, special Norwegian counsel to each Credit
Party formed in Norway
	EXHIBIT D-14

	 	—
	 	Opinion of Uria Menendez, Spanish maritime counsel to the Credit Parties

	EXHIBIT D-15

	 	—
	 	Opinion of Pinedo Abogados, Mexican counsel to the Credit Parties
	EXHIBIT E

	 	—
	 	Officer’s Certificate
	EXHIBIT F

	 	—
	 	Form of Subsidiaries Guaranty
	EXHIBIT G

	 	—
	 	Solvency Certificate
	EXHIBIT H

	 	—
	 	Form of Intercompany Subordination Provisions
	EXHIBIT I

	 	—
	 	Form of TMS Guaranty
	EXHIBIT J

	 	—
	 	Letter of Credit Request
	EXHIBIT K

	 	—
	 	Form of Collateral Agency and Intercreditor Agreement
	EXHIBIT L

	 	—
	 	Parent Credit Agreement Amendment






(vii)









 





          CREDIT AGREEMENT, dated as of October 30, 2009, among TRICO MARINE CAYMAN, L.P., a limited
partnership organized under the laws of the Cayman Islands (“Trico Cayman”), TRICO HOLDCO
LLC, a Delaware limited liability company and the general partner of Trico Cayman (“Trico
Holdco”), TRICO SUPPLY AS, a limited company organized under the laws of Norway
(“Holdings”, and together with Trico Cayman and Trico Holdco, the “Holdco
Guarantors”), the Subsidiary Guarantors listed on Schedule IX, TRICO SHIPPING AS, a
limited company organized under the laws of Norway and a wholly-owned Subsidiary of Holdings (the
“Borrower”), the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW
YORK BRANCH (“Nordea”), as Administrative Agent (in such capacity, the “Administrative
Agent”). All capitalized terms used herein and defined in Section 1 are used herein as
therein defined.



WITNESSETH:




          WHEREAS, the Lenders are willing to extend credit to the Borrower, on the terms and conditions
set forth herein; and



          WHEREAS, Trico Marine Services, Inc., a Delaware corporation (the “Parent”), the
Holdco Guarantors and the Subsidiaries Guarantors will guarantee the obligations of the Borrower
hereunder;



          NOW, THEREFORE, the parties hereto agree as follows:



          Section 1. Defined Terms As used in this Agreement, the following terms shall have
the meanings specified below:



          “Administrative Agent” shall have the meaning provided in the first paragraph of this
Agreement, and shall include any successor thereto.



          “Affiliate” shall mean, with respect to any Person, any other Person (including, for
purposes of Section 10.05 only, all directors, officers and partners of such Person)
directly or indirectly controlling, controlled by, or under direct or indirect common control with,
such Person; provided, however, that for purposes of Section 10.05, an
Affiliate of Holdings shall include any Person that directly or indirectly owns more than 5% of any
class of the capital stock of Holdings and any officer or director of Holdings or any of its
Subsidiaries. A Person shall be deemed to control another Person if such Person possesses,
directly or indirectly, the power to direct or cause the direction of the management and policies
of such other Person, whether through the ownership of voting securities, by contract or otherwise.
Notwithstanding anything to the contrary contained above, for purposes of Section 10.05,
neither the Administrative Agent, nor the Collateral Agent, nor any Lender (or any of their
respective affiliates) shall be deemed to constitute an Affiliate of Holdings or its Subsidiaries
in connection with the Credit Documents or its dealings or arrangements relating thereto.



          “Agents” shall mean, collectively, the Administrative Agent and the Collateral Agent.



          “Aggregate Exposure” at any time shall mean the aggregate principal amount of Loans
then outstanding plus the amount of all Letter of Credit Outstandings (exclusive of Unpaid



 









 







Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, an
incurrence of Loans).



          “Agreement” shall mean this Credit Agreement, as modified, supplemented, amended or
restated from time to time.



          “Alternate Currency” shall mean Euros, NOK and Sterling or such other currency as may
be acceptable to the Administrative Agent in its sole discretion.



          “Applicable Margin” shall mean 5.00% per annum.



          “Appraisal” shall mean, with respect to a Mortgaged Vessel, an “as built” written
appraisal by an Approved Appraiser of the fair market value of such Vessel on an individual charter
free basis.



          “Approved Appraiser” shall mean R.S. Platou, Fearnleys A.S. and ODS Petrodata or such
other independent appraisal firm as may be reasonably acceptable to the Administrative Agent.



          “Asset Sale” shall have the meaning provided in the Senior Notes Indenture as in
effect on the Effective Date and without giving effect to any subsequent amendment, modification,
supplement or waiver thereto (which definition together with the defined terms used therein are
herein incorporated by reference).



          “Assignment and Assumption Agreement” shall mean each Assignment and Assumption
Agreement substantially in the form of Exhibit C (appropriately completed).



          “Authorized Officer” shall mean, with respect to (i) the delivery of Notices of
Borrowing, the chairman of the board, managing director, the chief executive officer, the chief
financial officer, the president, any vice president, the treasurer or the secretary of the
Borrower, or any other officer of the Borrower designated in writing to the Administrative Agent by
the chief executive officer, president or treasurer of the Borrower as being authorized to give
notices under this Agreement, (ii) delivery of financial documents and officer’s certificates
pursuant to this Agreement, the chairman of the board, managing director, director, the president,
any vice president, the treasurer, any other financial officer or an authorized manager of any
Credit Party and (iii) any other matter in connection with this Agreement or any other Credit
Document, any officer (or a Person or Persons so designated by any two officers) of any Credit
Party, in each case to the extent reasonably acceptable to the Administrative Agent.



          “Bankruptcy Code” shall have the meaning provided in Section 11.05.



          “Borrower” shall have the meaning provided in the first paragraph of this Agreement.



          “Borrowing” shall mean the borrowing of Loans from all the Lenders (other than any
Lender which has not funded its share of a Borrowing in accordance with this Agreement) having
Revolving Loan Commitments on a given date, and which have the same Interest Period.



-2-









 





          “Business Day” shall mean any day excluding Saturday, Sunday and any day which shall
be in the City of New York or London or Frankfurt a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close.



          “Capitalized Lease Obligations” shall mean, with respect to any Person, the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such person
under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.



          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same may be amended from time to time,
42 U.S.C. § 9601 et seq.



          “Change of Control” shall mean (i) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), shall become, or obtain rights (whether by means of warrants, options or
otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of the
Parent, (ii) the board of directors of the Parent shall cease to consist of a majority of
Continuing Directors, (iii) the Parent shall cease to own, directly or indirectly, 100% of the
voting and/or economic interests in the capital stock or other Equity Interests of the Credit
Parties, (iv) Holdings shall cease to own, directly or indirectly, 100% of the voting and/or
economic interests in the capital stock or other Equity Interests of the Borrower or (v) a “Change
of Control” under and as defined in the Senior Notes Indenture.



          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code as in effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.



          “Collateral” shall mean all assets and properties of the Borrower and the Guarantors
subject to Liens created by the Security Documents.



          “Collateral Agency and Intercreditor Agreement” shall mean that certain Collateral
Agency and Intercreditor Agreement, substantially in the form of Exhibit K, dated as of
October 30, 2009, among the Collateral Agent, the Trustee (as defined therein), the Administrative
Agent, the Borrower and the Guarantors, as amended, modified or restated from time to time.



          “Collateral Agent” shall mean Wilmington Trust FSB as collateral agent for the holders
of the Secured Obligations and any successor thereto in such capacity.



          “Collateral Disposition” shall mean any Asset Sale of assets or other rights or
property that constitute Collateral under the Security Documents. The sale or issuance of Equity
Interests in a Subsidiary Guarantor that owns Collateral such that, as a consequence, such Person



-3-









 







no longer is a Subsidiary Guarantor, shall be deemed a Collateral Disposition of the
Collateral owned by such Subsidiary Guarantor.



          “Commitment Commission” shall have the meaning provided in Section 3.01(a).



          “Contingent Obligation” shall mean, as to any Person, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations
(“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or
payment of any such primary obligation or (y) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include (w) endorsements of instruments for deposit or collection in the
ordinary course of business, (x) customary and reasonable indemnity obligations in effect on the
Effective Date or entered into in connection with any acquisition or disposition of assets
permitted by this Agreement, (y) any products warranties extended in the ordinary course of
business and (z) guarantees made by Holdings or any of its Subsidiaries in respect of the
obligations of any Subsidiaries of Holdings under operating leases entered into in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal
to the stated or determinable amount of the primary obligation in respect of which such Contingent
Obligation is made (or, if the less, the maximum amount of such primary obligation for which such
Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation)
or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such Person in good
faith.



          “Continuing Directors” means the directors of the Parent on the Effective Date, and
each other director, if, in each case, such other director’s nomination for election to the board
of directors of the Parent is recommended by at least a majority of the then Continuing Directors.



          “Credit Documents” shall mean this Agreement, each Note, the Collateral Agency and
Intercreditor Agreement, each Security Document, the Subsidiaries Guaranty and each additional
guaranty or additional security document executed pursuant to Section 9.11.



          “Credit Event” shall mean the making of any Loan or the issuance of any Letter of
Credit.



          “Credit Party” shall mean Holdings, the Borrower, each Subsidiaries Guarantor and, at
any time, any other Subsidiary of Holdings which is a party to any Credit Document at such time.



-4-









 





          “Default” shall mean any event, act or condition which with notice or lapse of time,
or both, would constitute an Event of Default.



          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in
effect.



          “Dividend” with respect to any Person shall mean that such Person has declared or paid
a dividend, distribution or returned any equity capital to its stockholders, partners or members or
authorized or made any other distribution, payment or delivery of property (other than common
equity of such Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a consideration (other than
common equity of such Person) any shares of any class of its capital stock partnership or
membership interests outstanding on or after the Effective Date (or any options or warrants issued
by such Person with respect to its capital stock), or set aside any funds for any of the foregoing
purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a
consideration (other than common equity of such Person) any shares of any class of the capital
stock of, or equity interests in, such Person outstanding on or after the Effective Date (or any
options or warrants issued by such Person with respect to its capital stock or other equity
interests). Without limiting the foregoing, “Dividends” with respect to any Person shall
also include all payments made or required to be made (other than common equity of such Person) by
such Person with respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing purposes.



          “Dollar Equivalent” of an amount denominated in a currency other than Dollars shall
mean, at any time for the determination thereof, the amount of Dollars which could be purchased
with the amount of such currency involved in such computation at the spot exchange rate therefor as
quoted by the Administrative Agent as of 11:00 A.M. (New York time) on such date; provided
that (i) for purposes of (x) determining compliance with Section 2.01 and Section
4.02 and (y) calculating Commitment Commission pursuant to Section 3.01(a), the Dollar
Equivalent of any amounts denominated in a currency other than Dollars shall be calculated on a
monthly basis on the first Business Day of each calendar month, (ii) at any time during a calendar
month, if the Aggregate Exposure would exceed 90% of the Total Commitment at such time, then in the
sole discretion of the Administrative Agent or at the request of the Required Lenders, the Dollar
Equivalent shall be reset on such date, which rates shall remain in effect until the last Business
Day of such calendar month or such earlier date, if any, as the rate is reset pursuant to this
proviso, and (iii) notwithstanding anything to the contrary contained in this definition,
at any time that a Default of an Event of Default then exists, the Administrative Agent may revalue
the Dollar Equivalent of any amounts outstanding under the Credit Documents in a currency other
than Dollars in its reasonable discretion.



          “Dollars” and the sign “$” shall each mean lawful money of the United States.



          “Drawing” has the meaning provided in Section 3.04(b).



          “Effective Date” shall have the meaning provided in Section 14.10.



-5-









 





          “Eligible Transferee” shall mean and include a commercial bank, insurance company,
financial institution, fund or other Person which regularly purchases interests in loans or
extensions of credit of the types made pursuant to this Agreement, any other Person which would
constitute a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act as in effect on the Effective Date or other “accredited investor” (as defined in Regulation D
of the Securities Act).



          “Environmental Claim” shall mean any written claim, action, suit, cause of action or
notice by any person or entity alleging potential liability arising out of, based on or resulting
from (a) the Release into the environment, of any Hazardous Material or (b) circumstances forming
the basis of any violation, or alleged violation, of any Environmental Law.



          “Environmental Law” shall mean all applicable foreign, federal, state and local laws
and regulations having the force and effect of law relating to the protection of the natural
environment or imposing liability or standards of conduct concerning the use, handling, storage, or
management of any Hazardous Material.



          “Equity Interests” of any Person means any and all shares, equity interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, any limited or general
partnership interest and any limited liability company membership interest.



          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder. Section
references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent
provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.



          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with Holdings or any Subsidiary would be deemed to be a “single employer” within the
meaning of Section 414(b), (c), (m) or (o) of the Code.



          “Euros” and the designation “€” shall mean the currency introduced on January 1, 1999
at the start of the third stage of European economic and monetary union pursuant to the Treaty.



          “Eurodollar Rate” shall mean with respect to each Interest Period for a Loan, (a) the
offered rate (rounded upward to the nearest 1/100 of one percent) for deposits of Dollars for a
period equivalent to such period at or about 11:00 A.M. (London time) on the second Business Day
before the first day of such period as is displayed on Reuters LIBOR 01 Page (or such other page as
may replace such page on such service for the purpose of displaying the rates at which dollar
deposits are offered by leading banks in the London interbank deposit market) (the “Screen
Rate”); provided that if on such Interest Determination Date no such rate is so
displayed, the Eurodollar Rate for such period shall be (a) the arithmetic average of the rates
quoted to the Administrative Agent as the offered rate for deposits of Dollars in an amount
approximately equal to the amount in relation to which the Eurodollar Rate is to be determined for
a period equivalent to such applicable Interest Period by the Reference Banks in the London




-6-









 







interbank Eurodollar market at or about 11:00 A.M. (London time) on such Interest Determination Date, in
each case divided (and rounded upward to the nearest 1/100 of 1%) by (b) a percentage equal to 100%
minus the then stated maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves required by applicable law) applicable
to any member bank of the Federal Reserve System in respect of Eurodollar funding or liabilities as
defined in Regulation D (or any successor category of liabilities under Regulation D).



          “Event of Default” shall have the meaning provided in Section 11.



          “Event of Loss” shall have the meaning provided in the Senior Notes Indenture as in
effect on the Effective Date and without giving effect to any subsequent amendment, modification,
supplement or waiver thereto (which terms together with the defined terms used therein are hereby
incorporated by reference).



          “Excluded Taxes” shall have the meaning provided in Section 5.04(a).



          “Existing Indebtedness” shall have the meaning provided in Section 8.18.



          “Existing Intercompany Indebtedness” shall mean the TMS Intercompany Indebtedness, the
Trico Cayman Intercompany Indebtedness and the Trico Supply Intercompany Indebtedness.



          “Facing Fee” shall have the meaning provided in Section 4.01(d).



          “Federal Funds Rate” shall mean, for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if
such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 11:00 A.M. (New York time) on such day on such
transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent in its sole discretion.



          “Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any
superannuation fund) or other similar program established or maintained outside the United States
of America by Holdings or any one or more of its Subsidiaries primarily for the benefit of
employees of Holdings or such Subsidiaries residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination of employment, and
which plan is not subject to ERISA or the Code.



          “GAAP” shall have the meaning provided in Section 14.07(a).



          “Guaranteed Creditors” shall mean and include each of the Administrative Agent and the
Lenders.



-7-









 





          “Guaranteed Obligations” shall mean the full and prompt payment when due (whether at
the stated maturity, by acceleration or otherwise) of each Obligation of the Borrower (including
Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due and any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for herein, whether or not such interest is
an allowed claim in any such proceeding) to the Lenders and the Agents now existing or hereafter
incurred under, arising out of or in connection with this Agreement and each other Credit Document
to which the Borrower is party.



          “Guarantors” shall mean the Parent, each Holdco Guarantor and each Subsidiaries
Guarantor.



          “Guaranty” shall mean each of the TMS Guaranty, the Holdco Guarantees and each
Subsidiaries Guaranty.



          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely
hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,”
“contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental
Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority under Environmental Laws.



          “Holdco Guarantees” shall mean the guarantees of Holdings, Trico Cayman and Trico
Holdco pursuant to Section 13.



          “Holdco Guarantors” shall have the meaning provided in the first paragraph of this
Agreement.



          “Holdings” shall have the meaning provided in the first paragraph of this Agreement.



          “Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness
(including principal, interest, fees and charges) of such Person for borrowed money or for the
deferred purchase price of property or services, (ii) all Indebtedness of the types described in
clause (i), (iii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned
by such Person, whether or not such Indebtedness has been assumed by such Person (provided
that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness,
such Indebtedness shall be deemed to be in an amount equal to the fair market value of the property
to which such Lien relates as determined in good faith by such Person), (iii) the aggregate amount
of all Capitalized Lease Obligations of such Person, (iv) all obligations of such person to pay a
specified purchase price for goods or services, whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, (v) all Contingent Obligations of such Person with respect to
Indebtedness of another Person and (vi) all obligations under any



-8-









 







Interest Rate Protection Agreement or Other Hedging Agreement or under any similar type of
agreement; provided that Indebtedness shall in any event not include (x) trade payables and
expenses accrued in the ordinary course of business or (y) milestone payments and similar
obligations incurred by any Person under any vessel purchase contract.



          “Indemnitees” shall have the meaning provided in Section 14.01.



          “Interest Determination Date” shall mean, with respect to any Loan, the second
Business Day prior to the commencement of any Interest Period relating to such Loan.



          “Interest Period” shall have the meaning provided in Section 2.08.



          “Interest Rate Protection Agreement” shall mean any interest rate swap agreement,
interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest
rate floor agreement or other similar agreement or arrangement.



          “Investments” shall have the meaning provided in Section 10.06.



          “Issuing Lender” shall mean the Administrative Agent and any Lender (which, for
purposes of this definition, also shall include any banking affiliate of any Lender which has
agreed to issue Letters of Credit under this Agreement) which at the request of the Borrower and
with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)
agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing
Letters of Credit pursuant to Section 3.01.



          “Joint Lead Arrangers” shall mean Nordea Bank Finland plc, New York Branch and
Bayerische Hypo- und Vereinsbank AG.



          “Lender” shall mean each financial institution listed on Schedule I, as well
as any Person which becomes a “Lender” hereunder pursuant to Section 2.12 or Section
14.04(b).



          “Lender Default” shall mean, as to any Lender, (i) the wrongful refusal (which has
not been retracted) of such Lender or the failure of such Lender to make available its portion of
any Borrowing required to be made by it pursuant to the terms of this Agreement or to fund its
portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section
3.03(c) or 3.04, (ii) such Lender having been deemed insolvent or having become the
subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or (iii)
such Lender having notified the Administrative Agent, any Issuing Lender and/or any Credit Party
(x) that it does not intend to comply with its obligations under Sections 2.01 or
2.04 in circumstances where such non-compliance would constitute a breach of such Lender’s
obligations under the respective Section or (y) of the events described in preceding clause (ii);
provided that, for purposes of (and only for purposes of) Sections 3.01(b)(iii) and
3.01(e) and any documentation entered into pursuant to the Letter of Credit Back-Stop
Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall
also include, as to any Lender, (i) any Affiliate of such Lender that has “control” (within the
meaning provided in the definition of “Affiliate”) of such Lender having been deemed insolvent or
having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory
authority, (ii) any previously cured “Lender Default” of such Lender under this Agreement, unless
such Lender Default has



-9-









 







ceased to exist for a period of at least 90 consecutive days, (iii) any default by such Lender
with respect to its obligations under any other credit facility to which it is a party and which
any Issuing Lender or the Administrative Agent believes in good faith has occurred and is
continuing, and (iv) the failure of such Lender to make available its portion of any Borrowing or
to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to
Section 3.03(c) or 3.04 within one Business Day of the date (x) the Administrative
Agent (in its capacity as a Lender) or (y) Lenders constituting the Required Lenders with
Commitments has or have, as applicable, funded its or their portion thereof.



          “Letter of Credit” shall have the meaning provided in Section 3.01(a).



          “Letter of Credit Fee” shall have the meaning provided in Section 4.01(c).



          “Letter of Credit Outstandings” shall mean, at any time, the sum of (i) the aggregate
Stated Amount of all outstanding Letters of Credit and (ii) the amount of all Unpaid Drawings.



          “Letter of Credit Request” shall have the meaning provided in Section 3.02(a).



          “Lien” shall mean any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other) or other security agreement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or any other similar
recording or notice statute, and any lease having substantially the same effect as any of the
foregoing).



          “Loan” shall have the meaning provided in Section 2.01.



          “Margin Stock” shall have the meaning provided in Regulation U.



          “Market Disruption Event” shall mean:




     (i) at or about noon New York City time on the Interest Determination Date for the
relevant Interest Period the Screen Rate is not available and none or only one of the
Reference Banks supplies a rate to the Administrative Agent to determine the Eurodollar Rate
for the relevant Interest Period; or




     (ii) before close of business in New York on the Interest Determination Date for the
relevant Interest Period, the Administrative Agent receives notifications from Lenders the
sum of whose Revolving Loan Commitments at such time equals at least 40% of the Total
Commitment that (i) the cost to such Lenders of obtaining matching deposits in the
applicable interbank market for the relevant Interest Period would be in excess of the
Eurodollar Rate for such Interest Period or (ii) such Lenders are unable to obtain funding
in the applicable interbank market.



          “Material Adverse Effect” shall mean a material adverse effect (w) on the rights or
remedies of the Lenders under the Credit Documents, taken as a whole, (x) or the ability of the
Credit Parties and the Parent, taken as a whole, to perform its or their obligations to the Lenders



-10-









 







or (y) on the property, assets, operations, liabilities or financial condition of the Credit
Parties and the Parent, taken as a whole.



          “Maturity Date” shall mean December 31, 2011.



          “Mortgaged Vessels” shall mean, at any time, the Vessels that are subject to a first
priority vessel mortgage under the Security Documents. On the Effective Date, the Mortgaged
Vessels shall be the Vessels set forth on Schedule XI hereto, which Schedule shall be
updated to include the Arbol Grande upon (i) completion of acquisition thereof by DeepOcean
Shipping III AS, which may not occur until expiration of the Arbol Grande Bareboat Charter
Agreement in May 2010, and (ii) the delivery of a first priority vessel mortgage in respect of such
Vessel.



          “NOK” shall mean lawful money of the Kingdom of Norway.



          “Non-Defaulting Lender” shall mean each Lender that is not a Defaulting Lender.



          “Non-US Lender” shall mean any Lender that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code.



          “Nordea” shall have the meaning given to such term in the first paragraph of this
Agreement.



          “Note” shall have the meaning provided in Section 2.05(a).



          “Notice of Borrowing” shall have the meaning provided in Section 2.03.



          “Notice Office” shall mean the office of the Administrative Agent located at 437
Madison Avenue, 21st Floor, New York, NY 10022, or such other office as the Administrative Agent
may hereafter designate in writing as such to the other parties hereto.



          “Obligations” shall mean all amounts owing to the Administrative Agent, the Collateral
Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document.



          “Offering Memorandum” shall mean the offering memorandum, dated October 16, 2009, in
respect of the Senior Notes.



          “OPA” shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et.
seq.



          “Other Hedging Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements designed to protect
against the fluctuations in currency or commodity values.



          “Parent” shall have the meaning provided in the second recital hereto.



          “Parent Credit Agreement” shall mean the Credit Agreement, dated as of January 31,
2008 and amended by (i) the First Amendment, dated as of March 10, 2009, (ii) the



-11-









 







Second Amendment, dated as of May 8, 2009, (iii) the Third Amendment, dated as of May 14, 2009, (iv)
the Fourth Amendment, dated as of July 31, 2009, (v) the Fifth Amendment, dated as of August 5,
2009 and (vi) the Sixth Amendment, dated as of the date hereof, among the Parent, certain
subsidiaries of the Parent, the financial institutions party thereto from time to time as lenders,
and Nordea, as administrative agent as amended, supplemented, modified, amended and restated and/or
refinanced in whole or in part from time to time.



          “Participant” shall have the meaning provided in Section 3.03(a).



          “PATRIOT Act” shall have the meaning provided in Section 14.21.



          “Payment Office” shall mean the office of the Administrative Agent located at 437
Madison Avenue, 21st Floor, New York, NY 10022, or such other office as the Administrative Agent
may hereafter designate in writing as such to the other parties hereto.



          “Percentage” of any Lender at any time shall mean a fraction (expressed as a
percentage) the numerator of which is the Revolving Loan Commitment of such Lender at such time and
the denominator of which is the Total Commitment at such time, provided that if the
Percentage of any Lender is to be determined after the Total Commitment has been terminated, then
the Percentages of the Lenders shall be determined immediately prior (and without giving effect) to
such termination.



          “Permitted Collateral Liens” shall have the meaning provided in the Senior Notes
Indenture (as in effect on the Effective Date and without giving effect to any amendment,
modification, supplement or waiver thereto).



          “Permitted Liens” shall have the meaning provided in the Senior Notes Indenture (as in
effect on the Effective Date and without giving effect to any amendment, modification, supplement
or waiver thereto).



          “Person” shall mean any individual, partnership, joint venture, firm, corporation,
association, trust or other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.



          “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA, excluding any
pension plan that is not subject to Title I or Title IV of ERISA, which is maintained or
contributed to by (or to which there is an obligation to contribute of) Holdings or a Subsidiary of
Holdings or any ERISA Affiliate, and each such plan for the five-year period immediately following
the latest date on which Holdings or a Subsidiary of Holdings or any ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.



          “Projections” shall have the meaning provided in Section 8.05(d).



          “Quarterly Payment Date” shall mean the last Business Day of each March, June,
September and December.



          “Real Property” of any Person shall mean all the right, title and interest of such
Person in and to land, improvements and fixtures, including leaseholds or licenses of land.



-12-









 





          “Reference Banks” shall mean the Joint Lead Arrangers or such other Person that
becomes a Reference Bank pursuant to Section 2.09(f).



          “Refinancing” shall mean the repayment of existing Indebtedness described under the
caption “Use of Proceeds” in the Offering Memorandum, including, but not limited to, the Amended
and Restated Credit Agreement, dated as of September 30, 2009, among the Borrower and Trico Subsea
AS, as borrowers, Trico Subsea Holding AS and Trico Supply AS, as guarantors, the lenders party
thereto from time to time party and the Administrative Agent, as administrative agent, that are
intended to be consummated on the Effective Date.



          “Register” shall have the meaning provided in Section 14.17.



          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.



          “Regulation U” shall mean Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.



          “Regulation X” shall mean Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof.



          “Release” shall mean actively or passively disposing, discharging, injecting,
spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
migrating or the like, into or upon any land or water or air, or otherwise entering into the
environment.



          “Replaced Lender” shall have the meaning provided in Section 2.12.



          “Replacement Lender” shall have the meaning provided in Section 2.12.



          “Required Lenders” shall mean (i) if there are two Non-Defaulting Lenders or less,
each Non-Defaulting Lender or (ii) if there are more than two Non-Defaulting Lenders,
Non-Defaulting Lenders the sum of whose outstanding Revolving Loan Commitments (or after the
termination thereof, outstanding Loans and the Percentage of Letter of Credit Outstandings)
represent an amount greater than 66-2/3% of the sum of the Total Commitment less the Revolving Loan
Commitments of all Defaulting Lenders (or after the termination thereof, the total outstanding
Loans and the Percentage of Letter of Credit Outstandings of Non-Defaulting Lenders at such time).



          “Returns” shall have the meaning provided in Section 8.09.



          “Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite
such Lender’s name in Schedule I hereto directly below the column entitled “Revolving Loan
Commitment,” as the same may be (x) reduced from time to time pursuant to Sections 4.02



-13-









 





or 4.03, and/or, as a result of the acceleration of the Loans, Section 11 or
(y) adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 2.12 or 14.04(b).



          “Scheduled Commitment Reduction” shall have the meaning provided in Section
4.03(b).



          “Scheduled Commitment Reduction Date” shall mean the first Business Day of each
January, April, July and October.



          “Screen Rate” shall have the meaning specified in the definition of Eurodollar Rate.



          “Secured Creditors” shall mean the “Secured Parties” as defined in the Collateral
Agency and Intercreditor Agreement.



          “Secured Obligations” shall have the meaning provided in the Collateral Agency and
Intercreditor Agreement.



          “Securities Act” shall mean the Securities Act of 1933, as amended.



          “Security Documents” shall have the meaning provided in the Collateral Agency and
Intercreditor Agreement.



          “Senior Notes” shall mean the 11.875% Senior Secured Notes of the Borrower, due
November 1, 2014 issued pursuant to the Senior Notes Indenture.



          “Senior Notes Documentation” shall mean the Senior Notes and all other documents,
instruments and agreements executed and delivered in connection with the Senior Notes, including
the Senior Notes Indenture, as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms hereof and thereof.



          “Senior Notes Indenture” shall mean the Indenture, dated as of October 30, 2009,
pursuant to which the Senior Notes have been issued.



          “Senior Notes Trustee” shall mean Wells Fargo Bank, N.A., as trustee under the Senior
Notes Indenture and any successor thereto.



          “Stated Amount” of each Letter of Credit shall, at any time, mean the maximum amount
available to be drawn thereunder (in each case determined without regard to whether any conditions
to drawing could then be met). The Stated Amount of a Letter of Credit denominated in a currency
other than U.S. Dollars shall be the Dollar Equivalent thereof.



          “Sterling” and the designation “£” shall mean the lawful currency of the United
Kingdom.



          “Subsidiaries Guarantor” shall mean each Subsidiary of Holdings that executes and
delivers any Subsidiaries Guaranty, unless and until such time as the respective Subsidiary is
released from all of its obligations under any relevant Subsidiaries Guaranty in accordance with
the terms and provisions thereof.



-14-









 





          “Subsidiaries Guaranty” shall have the meaning provided in Section 6.13.



          “Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person
and (ii) any partnership, limited liability company, association, joint venture or other entity in
which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity
interest at the time.



          “Taxes” shall have the meaning provided in Section 5.04(a).



          “TMS Guaranty” shall have the meaning provided in Section 6.15.



          “TMS Intercompany Indebtedness” shall mean the Indebtedness in the initial principal
amount of $395,000,000 incurred by the Borrower from the Parent pursuant to a loan agreement dated
May 15, 2008.



          “Total Commitment” shall mean, at any time, (i) $33,000,000 minus (ii) the sum of the
aggregate amount of (x) any voluntary reductions to the Total Commitment made pursuant to
Section 4.02 at or before such time and (y) mandatory reductions to the Total Commitment
required to be made pursuant to Sections 4.03(b) through 4.03(e) at or before such
time.



          “Total Unutilized Commitment” shall mean at any time, the Total Commitment at such
time less the Aggregate Exposure at such time.



          “Transaction” shall mean, collectively, (i) the entering into of the Credit Documents,
the incurrence of Loans and the issuance of Letters of Credit hereunder, (ii) the payment of fees
and expenses in connection with the foregoing, (iii) the issuance of Senior Notes and (iv) the
Refinancing.



          “Treaty” shall mean the Treaty establishing the European Community being the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty (which
was signed in Maastricht on February 7, 1992) and the Treaty of Amsterdam (which was signed in
Amsterdam on October 2, 1997).



          “Trico Cayman” shall have the meaning provided in the first paragraph of this
Agreement.



          “Trico Cayman Intercompany Indebtedness” shall mean the Indebtedness in the initial
principal amount of $33,486,076.35 incurred by Holdings from Trico Marine Cayman, acting through
its general partner, Trico Holdco, pursuant to a loan agreement dated as of November 8, 2007, as
amended.



          “Trico Holdco” shall have the meaning provided in the first paragraph of this
Agreement.



-15-









 





          “Trico Supply Intercompany Indebtedness” shall mean the Indebtedness in the initial
principal amount of $194,000,000 incurred by Holdings from Trico Marine Operators, Inc. pursuant to
a promissory note dated November 8, 2007, as amended.



          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.



          “United States” and “U.S.” shall each mean the United States of America.



          “Unpaid Drawing” shall have the meaning provided in Section 3.04(a). The
principal amount of Unpaid Drawings in respect of a Letter of Credit denominated in a currency
other than U.S. Dollars shall be the Dollar Equivalent thereof.



          “Utilization Fee” shall have the meaning provided in Section 4.01(b).



          “Working Capital Pro Rata Share Percentage” shall mean, as to any Lost Mortgaged
Vessel (as defined in the Senior Notes Indenture (as in effect on the Effective Date and without
giving effect to any amendment, modification, supplement or waiver thereto) or Sold Mortgaged
Vessel (as defined in the Senior Notes Indenture as so in effect) or Sold Vessel Owning Guarantor
(as defined in the Senior Notes Indenture as so in effect), a fraction the numerator of which is
the aggregate amount of Revolving Loan Commitments (or, if such Revolving Loan Commitments have
been terminated, the sum of the principal amount of Loans and 105% of the Stated Amount of Letters
of Credit then outstanding) respectively, on the Sale Date (as defined in the Senior Notes
Indenture as so in effect) or Loss Date (as defined in the Senior Notes Indenture as so in effect),
and the denominator of which is the sum of the principal amount of Senior Notes then outstanding
and the aggregate amount of Revolving Loan Commitments (or, if such Revolving Loan Commitments have
been terminated, the sum of the principal amount of Loans and 105% of the Stated Amount of Letters
of Credit then outstanding), respectively, on such date.



          “Vessel” shall mean a multi-purpose service vessel, platform supply vessel, subsea
platform supply vessel, supply vessel, trenching and protection support vessel, anchor handling,
towing and supply vessel, crew boat, line handling vessel, tanker, bulk carrier, barge, container
vessel, reefer vessel, tug boat, push boat, off shore supply vessel, floating storage production
unit, barge and in general any floating craft whose purpose may be partially or wholly to (i)
deploy, procure, process, transport, load, discharge, transfer or store lawful cargo, drilling
products, water or fuel, (ii) transport crew, personnel or passengers or (iii) support
construction, repair, maintenance and subsea work, and all related spares, stores, equipment,
additions and improvement equipment related to such work whether it is attached to such vessel or
not, in each case used in a Permitted Business (as defined in the Senior Note Indenture).



          “Vessel Mortgage” shall mean a first preferred mortgage and deed of covenants, as
applicable, as such mortgage and deed of covenants may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.



          Section 2. Amount and Terms of Credit Facility.



-16-









 






          2.01
Loan Commitments. Subject to and upon the terms and conditions set forth herein, each
Lender severally agrees to make at any time on or after the Effective Date and prior to the
Maturity Date revolving loans (each a “Loan” and, collectively “Loans”) to the
Borrower, which Loans (A) shall be made and maintained in Dollars, (B) shall bear interest in
accordance with Section 2.07, (C) may only be incurred on a date occurring prior to the
Maturity Date, (D) may be repaid and reborrowed in accordance with the provisions hereof, (E) shall
not exceed for any Lender at any time that aggregate principal amount outstanding which, when added
to such Lender’s Percentage of all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Loans) at such time, equals the Revolving Loan Commitment of such Lender at such time
and (F) shall not be required to be made by any Lender if, after giving effect thereto, the
Aggregate Exposure would exceed the then applicable Total Commitment.



          2.02 Minimum Amount of Each Borrowing; Limitation on Number of Borrowings. The aggregate
principal amount of each Borrowing shall not be less than $1,000,000. More than one Borrowing may
occur on the same date.



          2.03 Notice of Borrowing. (a) Whenever the Borrower desires to request a Borrowing
hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three
Business Days’ prior notice of each Loan to be incurred hereunder, provided that (in each
case) any such notice shall be deemed to have been given on a certain day only if given before
11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice of
Borrowing”), except as otherwise expressly provided in Section 2.09, shall be
irrevocable and shall be given by the Borrower substantially in the form of Exhibit A,
appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii)
the initial Interest Period to be applicable thereto and, (iv) to which account the proceeds of
such Loans are to be deposited. The Administrative Agent shall promptly give each Lender which is
required to make Loans, notice of such proposed Borrowing, of such Lender’s proportionate share
thereof and of the other matters required by the immediately preceding sentence to be specified in
the Notice of Borrowing.



          (b) Without in any way limiting the obligation of the Borrower to deliver a written Notice of
Borrowing in accordance with Section 2.03(a), the Administrative Agent may act without
liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative
Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of the Notice
of Borrowing. In each such case, the Borrower hereby waives the right to dispute the
Administrative Agent’s record of the terms of such telephonic notice of such Borrowing of Loans,
absent manifest error.



          2.04 Disbursement of Funds. Except as otherwise specifically provided in the immediately
succeeding sentence, no later than 12:00 Noon (New York time) on the date specified in each Notice
of Borrowing, each Lender will make available its pro rata portion of each such Borrowing requested
to be made on such date. All such amounts shall be made available in Dollars and in immediately
available funds at the Payment Office and the Administrative Agent will make available to the
Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received
by the Administrative Agent prior to 12:00



-17-









 







Noon (New York time) on such day) at the Payment Office, in the account specified in the
applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders.
Unless the Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to make available to the Administrative Agent such
Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such date of Borrowing
and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption,
make available to the Borrower a corresponding amount. If the Administrative Agent makes such
corresponding amount available to the Borrower but such corresponding amount is not in fact made
available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on
demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount
in respect of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the
overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable
to such Loans for each day thereafter and (ii) if recovered from the Borrower, at the rate of
interest applicable to the respective Borrowing, as determined pursuant to Section 2.07.
Nothing in this Section 2.04 shall be deemed to relieve any Lender of its obligation to
make Loans hereunder or to prejudice any rights the Borrower may have against any Lender as a
result of such Lender’s failure to make Loans hereunder.



          2.05 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the
Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent
pursuant to Section 14.17 and shall, if requested by such Lender, be evidenced by a
promissory note duly executed and delivered by the Borrower substantially in the form of
Exhibit B with blanks appropriately completed in conformity herewith (each a “Note”
and, collectively, the “Notes”).



          (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender and be
dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the
date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan
Commitment of such Lender on the Effective Date before giving effect to any reductions thereto on
such date (or, in the case of Notes issued after the Effective Date, be in a stated principal
amount equal to the Revolving Loan Commitment of such Lender on the date of the issuance thereof)
and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each
Loan evidenced thereby, be payable in Dollars, (v) mature on the Maturity Date, (vi) bear interest
as provided in Section 2.07, (vii) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 5.01 and 5.02 and (viii) be entitled to the
benefits of this Agreement and the other Credit Documents.



          (c) Each Lender will note on its internal records the amount of each Loan made by it and each
payment in respect thereof and will, prior to any transfer of any of its Notes,



-18-









 







endorse on the reverse side thereof the outstanding principal amount of Loans evidenced
thereby. Failure to make any such notation or any error in any such notation or endorsement shall
not affect the Borrower’s obligations in respect of such Loans.



          (d) Notwithstanding anything to the contrary contained above in this Section 2.05 or
elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically
request the delivery of such Notes. No failure of any Lender to request or obtain a Note
evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the
Borrower to pay the Loans (and all related Obligations) incurred by Borrower that would otherwise
be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any
way affect the security or guaranties therefor provided pursuant to the Credit Documents. Any
Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to
make the notations otherwise described in preceding clause (c). At any time (including, without
limitation, to replace any Note that has been destroyed or lost) when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to
such Lender the requested Note in the appropriate amount or amounts to evidence such Loans;
provided that, in the case of a substitute or replacement Note, the Borrower shall have
received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary
lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the
Borrower and such requesting Lender, and duly executed by such requesting Lender.



          2.06 Pro Rata Borrowings. All Borrowings of Loans under this Agreement shall be incurred
from the Lenders pro rata on the basis of their Revolving Loan Commitments. It is understood that
no Lender shall be responsible for any default by any other Lender of its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans hereunder.



          2.07 Interest. (a) The Borrower agrees to pay interest in respect of the unpaid principal
amount of each Loan from the date of Borrowing thereof until the maturity thereof (whether by
acceleration, prepayment or otherwise) at a rate per annum which shall, during each Interest Period
applicable thereto, be equal to the sum of the Applicable Margin as in effect from time to time
during such Interest Period plus the Eurodollar Rate for such Interest Period.



          (b) If the Borrower fails to pay any amount payable by it under a Credit Document on its due
date, interest shall accrue on the overdue amount (in the case of overdue interest to the extent
permitted by law) from the due date up to the date of actual payment (both before and after
judgment) at a rate which, subject to paragraph (c) below, is 2% plus the rate which would
have been payable if the overdue amount had, during the period of non-payment, constituted a Loan
for successive Interest Periods, each of a duration selected by the Administrative Agent. Any
interest accruing under this Section 2.07(b) shall be immediately payable by the Borrower
on demand by the Administrative Agent.



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



-19-









 






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




(ii) the rate of interest applying to the overdue amount during that first
Interest Period shall be 2% plus 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.



          (d) Accrued (and theretofore unpaid) interest in respect of Loans shall be payable on the last
day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first day of such Interest
Period, on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.



          (e) Upon each Interest Determination Date, the Administrative Agent shall determine the
Eurodollar Rate for each Interest Period applicable to the Loans to be made pursuant to the
applicable Borrowing and shall promptly notify the Borrower and the Lenders thereof. Each such
determination shall, absent manifest error, be final and conclusive and binding on all parties
hereto.



          (f) All calculations of interest shall be based on a 360-day year and actual days elapsed.



          2.08 Interest Periods. (a) At the time the Borrower gives a Notice of Borrowing in respect
of the making of any Loan (in the case of the initial Interest Period applicable thereto) or prior
to 11:00 A.M. (New York time) on the third Business Day prior to the expiration of an Interest
Period applicable to such Loan (in the case of any subsequent Interest Period), the Borrower shall
have the right to elect, by giving the Administrative Agent notice thereof, the interest period
(each an “Interest Period”) applicable to such Loan, which Interest Period shall, at the
option of the Borrower, be a three or six-month period (or such other period as may be agreed upon
by all Lenders, it being understood, however, that during the one month period preceding the
Maturity Date, the Borrower, with the consent of the Lenders, may select an Interest Period of less
than three months so long as such Interest Period ends no later than the Maturity Date);
provided that:




     (i) all Loans comprising a Borrowing shall at all times have the same Interest Period;




     (ii) the initial Interest Period for any Loan shall commence on the date of Borrowing
of such Loan (if initially borrowed as a Loan), and each Interest Period occurring
thereafter in respect of such Loan shall commence on the day immediately following the day
on which the immediately preceding Interest Period applicable thereto expires;



-20-









 






     (iii) if any Interest Period relating to a Loan begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the last Business Day of such calendar month;




     (iv) if any Interest Period would otherwise expire on a day which is not a Business
Day, such Interest Period shall expire on the first succeeding Business Day;
provided, however, that if any Interest Period for a Loan would otherwise
expire on a day which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day;




     (v) no Interest Period longer than three months may be selected at any time when an
Event of Default is then in existence;




     (vi) no Interest Period in respect of any Borrowing shall be selected which extends
beyond the Maturity Date; and




     (vii) the Interest Period in respect of the interest payable pursuant to Section
2.07(b) shall be selected by the Administrative Agent pursuant to such Section.



          If by 11:00 A.M. (New York time) on the third Business Day preceding the expiration of any
Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest
Period to be applicable to such Loans as provided above, the Borrower shall be deemed to have
elected a one month Interest Period to be applicable to such Loans effective as of the expiration
date of such current Interest Period.



          2.09 Increased Costs, Illegality, etc. (a) In the event that any Lender shall have determined
in good faith (which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto):




     (i) at any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Loan because of (x) any change
since the Effective Date in any applicable law or governmental rule, regulation, order,
guideline or request (whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or governmental rule,
regulation, order, guideline or request, such as but not limited to: (A) a change in the
basis of taxation of payment to any Lender of the principal of or interest on such Loan or
any other amounts payable hereunder (except for the imposition of, or any change in, the
rate of any Excluded Tax), but without duplication of any increased costs with respect to
Taxes which are addressed in Section 5.04, or (B) a change in official reserve
requirements but, in all events, excluding reserves required under Regulation D to the
extent included in the computation of the Eurodollar Rate, and/or (y) other circumstances
arising since the Effective Date affecting such Lender, the applicable interbank market or
the position of such Lender in such market (whether or not such Lender was a Lender at the
time of such occurrence); or




     (ii) at any time, that the making or continuance of any Loan has been made unlawful by
any law or governmental rule, regulation or order (or would conflict with



-21-









 







any governmental rule, regulation, guideline, request or order not having the force of
law but with which such Lender customarily complies even though the failure to comply
therewith would not be unlawful);


then, and in any such event, such Lender shall promptly give notice (by telephone confirmed in
writing) to the Borrower and to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the
case of clause (ii) above, the Borrower agrees to pay to such Lender, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as shall be required
to compensate such Lender for such increased costs or reductions in amounts received or receivable
hereunder (with the written notice as to the additional amounts owed to such Lender, showing in
reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender
in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on
all the parties hereto, although the failure to give any such notice shall not release or diminish
any of the Borrower’s obligations to pay additional amounts pursuant to this Section
2.09(a) upon the subsequent receipt of such notice) and (y) in the case of clause (ii) above,
the Borrower shall take one of the actions specified in Section 2.09(b) as promptly as
possible and, in any event, within the time period required by law.




          (b) At any time that any Loan is affected by the circumstances described in Section
2.09(a)(i) or (ii), the Borrower may (and in the case of a Loan affected by the
circumstances described in Section 2.09(a)(ii) shall) either (x) if the affected Loan is
then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving
the Administrative Agent telephonic notice (confirmed in writing) on the same date that such
Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section
2.09(a)(i) or (ii) or (y) if the affected Loan is then outstanding, upon at least three
Business Days’ written notice to the Administrative Agent, in the case of any Loan, repay all
outstanding Borrowings which include such affected Loans in full in accordance with the applicable
requirements of Section 5.01; provided that (i) if the circumstances described in
Section 2.09(a)(ii) apply to any Loan, the Borrower may, in lieu of taking the actions
described above, maintain such Loan outstanding, in which case, the Eurodollar Rate shall be
determined on the basis provided in the proviso to the definition of Eurodollar Rate, unless the
maintenance of such Loan outstanding on such basis would not stop the conditions described in
Section 2.09(a)(ii) from existing (in which case the actions described above, without
giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is
affected at any time, then all affected Lenders must be treated the same pursuant to this
Section 2.09(b).



          (c) If any Lender shall have determined that the adoption or effectiveness, after the
Effective Date, of any applicable law, rule or regulation regarding capital adequacy, or any change
after the Effective Date therein, or any change after the Effective Date in the interpretation or
administration thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Lender or any corporation
controlling such Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender’s or such other corporation’s capital
or assets as a consequence of such Lender’s Revolving Loan



-22-









 







Commitments hereunder or its obligations hereunder to the Borrower to a level below that which
such Lender or such other corporation could have achieved but for such adoption, effectiveness,
change or compliance (taking into consideration such Lender’s or such other corporation’s policies
with respect to capital adequacy), then from time to time, upon written demand by such Lender (with
a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding
sentence of this clause (c), such Borrower agrees (to the extent applicable) to pay to such Lender
such additional amount or amounts as will compensate such Lender or such other corporation for such
reduction in the rate of return to such Lender or such other corporation. Each Lender, upon
determining in good faith (and using reasonable averaging and attribution methods) that any
additional amounts will be payable pursuant to this Section 2.09(c), will give prompt
written notice thereof to the Borrower (a copy of which shall be sent by such Lender to the
Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights
under this Section 2.09(c) and the calculation, in reasonable detail, of such additional
amounts claimed hereunder, although the failure to give any such notice shall not release or
diminish the Borrower’s obligations to pay additional amounts pursuant to this Section
2.09(c) upon the subsequent receipt of such notice. A Lender’s good faith determination of
compensation owing under this Section 2.09(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto.



          (d) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then
the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the
percentage rate per annum which is the sum of:




     (i) the Applicable Margin; and




     (ii) the rate which is the arithmetic average of the rates (rounded upward to the
nearest 1/100 of one percent) determined by the Reference Banks on the Interest
Determination Date for such Interest Period to be that which expresses as a percentage rate
per annum the cost to each such Reference Bank of funding its participation in that Loan for
a period equivalent to such Interest Period from whatever source it may reasonably select;
provided that (x) in the event that none or only one of the Reference Banks supplies
a rate to the Administrative Agent as contemplated by this clause (ii), the rate for each
Lender for such Interest Period shall be the rate determined on the Interest Determination
Date for such Interest Period by such Lender to be that which expresses as a percentage rate
per annum the cost to such Lender of funding its participation in that Loan for a period
equivalent to such Interest Period from whatever source it may reasonably select, and (y)
the rate provided by a Reference Bank or Lender pursuant to this clause (ii) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto and shall not
be disclosed to any other Lender and shall be held as confidential by the Administrative
Agent and the Borrower.



          (e) If a Market Disruption Event occurs and the Administrative Agent or the Borrower so
requires, the Administrative Agent and the Borrower shall enter into negotiations (for a period of
not more than thirty days) with a view to agreeing to a substitute basis for determining the rate
of interest. Any alternative basis agreed pursuant to the immediately preceding sentence shall,
with the prior consent of all the Lenders and the Borrower, be binding



-23-









 







on all parties. If no agreement is reached pursuant to this clause (e), the rate provided for
in clause (d) above shall apply for the entire Interest Period.



          (f) If any Reference Bank ceases to be a Lender under this Agreement, (x) it shall cease to be
a Reference Bank and (y) the Administrative Agent shall, with the approval (which shall not be
unreasonably withheld) of the Parent, nominate as soon as reasonably practicable another Lender to
be a Reference Bank in place of such Reference Bank.



          2.10 Compensation. The Borrower agrees to compensate each Lender, upon its written request
(which request shall set forth in reasonable detail the basis for requesting such compensation),
for all reasonable losses, expenses and liabilities (including, without limitation, any such loss,
expense or liability incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Lender to fund its Loans but excluding loss of anticipated profits) which
such Lender may sustain in respect of Loans made to the Borrower: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing does not occur on a date
specified therefor in a Notice of Borrowing (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 2.09(a)); (ii) if any prepayment or repayment (including any
prepayment or repayment made pursuant to Section 2.09(a), Section 5.01, Section
5.02 or as a result of an acceleration of the Loans pursuant to Section 11) of any of
its Loans, or assignment of any of its Loans pursuant to Section 2.12, occurs on a date
which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of
any of its Loans is not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of any other default by the Borrower to repay Loans or make payment on any
Note held by such Lender when required by the terms of this Agreement.



          2.11
Change of Lending Office. Each Lender agrees that on the occurrence of any event giving
rise to the operation of Section 2.09(a)(i) or (ii), Section 2.09(b) or
Section 5.04 with respect to such Lender, it will, if requested by the Borrower use
reasonable good faith efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event, provided that such
designation is made on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to
the operation of such Section. Nothing in this Section 2.11 shall affect or postpone any
of the obligations of the Borrower or the rights of any Lender provided in Section 2.09 and
Section 5.04.



          2.12 Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender or otherwise
defaults in its obligations to make Loans, (y) upon the occurrence of any event giving rise to the
operation of Section 2.09(a)(i) or (ii), Section 2.09(b) or Section
5.04 with respect to any Lender which results in such Lender charging to the Borrower increased
costs in excess of those being generally charged by the other Lenders, or (z) as provided in
Section 14.12(b) in the case of certain refusals by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, the Borrower shall have the right to either replace such Lender
(the “Replaced Lender”) with one or more other Eligible Transferee or Eligible Transferees,
none of whom shall constitute a Defaulting Lender at the time of such replacement



-24-









 




(collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable
to the Administrative Agent, provided that:





     (i) at the time of any replacement pursuant to this Section 2.12, the
Replacement Lender shall enter into one or more Assignment and Assumption Agreements
pursuant to Section 14.04(b) (and with all fees payable pursuant to said Section
14.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender
shall acquire all of the Revolving Loan Commitments and outstanding Loans of the Replaced
Lender, and, in connection therewith, shall pay to the Replaced Lender in respect thereof an
amount equal to the sum (without duplication) of (I) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Replaced Lender and (II) an amount
equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to
Section 4.01; and




     (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time
(other than those specifically described in clause (i) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall be paid in full to
such Replaced Lender concurrently with such replacement.



          Upon the execution of the respective Assignment and Assumption Agreement, the payment of
amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 2.09, 2.10, 5.04,
12.06 and 14.01), which shall survive as to such Replaced Lender.



          Section 3. Letters of Credit



          3.01 Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth,
the Borrower may request that any Issuing Lender issue, at any time on and after the Effective Date
and prior to the 30th day prior to the Maturity Date, for the account of any Credit Party,
irrevocable sight standby letters of credit, in a form customarily used by such Issuing Lender or
in such other form as has been approved by such Issuing Lender (each such letter of credit, a
“Letter of Credit”); provided that the Issuing Lender shall not issue any Letter of
Credit that would mature after a Scheduled Commitment Reduction Date if the Stated Amount of such
Letter of Credit together with all other Letters of Credit expiring after such Scheduled Commitment
Reduction Date would exceed the Total Commitment after giving effect to the Scheduled Commitment
Reduction on such Scheduled Commitment Reduction Date would exceed the Total Commitment. All
Letters of Credit shall be denominated in Dollars, or one of the Alternate Currencies, and shall be
issued on a sight draft basis.



          (b) Subject to the terms and conditions contained herein, each Issuing Lender hereby agrees
that it will, at any time and from time to time on or after the Effective Date and prior to the
30th day prior to the Maturity Date, following its receipt of the respective Letter of Credit
Request, issue for the account of any Credit Party one or more Letters of Credit in support of such
obligations that do not violate the corporate policy of the Issuing Lender and as are



-25-









 







permitted to remain outstanding without giving rise to a Default or Event of Default
hereunder, provided that the respective Issuing Lender shall be under no obligation to
issue any Letter of Credit of the types described above if at the time of such issuance:




     (i) any order, judgment or decree of any governmental authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuing Lender from issuing such Letter of
Credit or any requirement of law applicable to such Issuing Lender or any request or
directive (whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender
refrain from, the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such Issuing Lender with respect to such Letter of Credit
any restriction or reserve or capital requirement (for which such Issuing Lender is not
otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or
expense which was not applicable, in effect or known to such Issuing Lender as of the date
hereof and which such Issuing Lender in good faith deems material to it; or




     (ii) such Issuing Lender shall have received notice from any Lender prior to the
issuance of such Letter of Credit of the type described in the second sentence of
Section 3.02(b); or




     (iii) a Lender Default exists, unless such Issuing Lender has entered into arrangements
reasonably satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with
respect to the participation in Letters of Credit of any Defaulting Lender(s) (it being
understood that cash collateralizing each Defaulting Lender’s Percentage of the Letter of
Credit Outstandings with respect to such Letters of Credit in an amount equal to 105% of
such Defaulting Lender’s Percentage of Letter of Credit Outstandings is satisfactory) (such
arrangements, the “Letter of Credit Back-Stop Arrangements”).



          (c) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the
respective Letter of Credit) at such time would exceed either (x) $10,000,000 or (y) when added to
the aggregate principal amount of all Loans then outstanding, an amount equal to the Total
Commitment at such time, and (ii) each Letter of Credit shall by its terms terminate on or before
the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although
any such Letter of Credit shall be extendible for successive periods of up to 12 months, but, in
each case, not beyond the tenth Business Day prior to the Maturity Date, on terms acceptable to the
respective Issuing Lender) and (B) 10 Business Days prior to the Maturity Date.



          (d) If any Lender becomes a Defaulting Lender at any time that any Letter of Credit is
outstanding, the Borrower shall enter into Letter of Credit Back-Stop Arrangements with the
relevant Issuing Lender no later than five Business Days after the date such Lender becomes a
Defaulting Lender (or such later date as the Issuing Lender shall otherwise agree in its sole
discretion).



-26-









 





          3.02 Letter of Credit Requests; Minimum Stated Amount. (a) Whenever the Borrower desires
that a Letter of Credit be issued, the Borrower shall give the Administrative Agent and the
respective Issuing Lender at least five Business Days’ (or such shorter period as is acceptable to
the respective Issuing Lender) written notice prior to the proposed date of issuance (which shall
be a Business Day). Each notice shall be substantially in the form of Exhibit J (each a
“Letter of Credit Request”).



          (b) The making of each Letter of Credit Request shall be deemed to be a representation and
warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not
violate the requirements of, Section 3.01(c). Unless the respective Issuing Lender
determines that, or has received notice from any Lender before it issues a Letter of Credit that
one or more of the conditions specified in Section 7 are not then satisfied, or that the
issuance of such Letter of Credit would violate Section 3.01(c), then such Issuing Lender
shall issue the requested Letter of Credit for the account of the relevant Credit Party in
accordance with such Issuing Lender’s usual and customary practices.



          (c) The initial Stated Amount of each Letter of Credit shall not be less than $100,000 or such
lesser amount as is acceptable to the respective Issuing Lender.



          3.03
Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing
Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to
each Lender with a Commitment, other than such Issuing Lender (each such Lender, in its capacity
under this Section 3.03, a “Participant”), and each such Participant shall be
deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender,
without recourse or warranty, an undivided interest and participation, to the extent of such
Participant’s Percentage, in such Letter of Credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Commitments or Percentages of the Lenders
pursuant to Sections 2.12 or 14.04, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 3.03 to reflect the new Percentages of the assignor
and assignee Lender or of all Lenders with Commitments, as the case may be.



          (b) In determining whether to pay under any Letter of Credit, such Issuing Lender shall have
no obligation relative to the other Lenders other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of Credit. Subject to the
provisions of the immediately preceding sentence, any action taken or omitted to be taken by any
Issuing Lender under or in connection with any Letter of Credit if taken or omitted in the absence
of gross negligence or willful misconduct, as determined by a court of competent jurisdiction,
shall not create for such Issuing Lender any resulting liability to any Credit Party or any Lender.



          (c) In the event that any Issuing Lender makes any payment under any Letter of Credit issued
by it and the Borrower shall not have reimbursed such amount in full to such Issuing Lender
pursuant to Section 3.04(a), such Issuing Lender shall promptly notify the Administrative
Agent, which shall promptly notify each Participant, of such failure, and each



-27-









 







Participant shall promptly and unconditionally pay to the Administrative Agent for the account
of such Issuing Lender the amount of such Participant’s Percentage (as relates to the respective
Letter of Credit) of such unreimbursed payment in the same currency as the applicable Letter of
Credit was issued and in same day funds. If the Administrative Agent so notifies, prior to 11:00
A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter
of Credit, such Participant shall make available to the Administrative Agent at the Payment Office
for the account of such Issuing Lender in the same currency as the applicable Letter of Credit was
issued such Participant’s Percentage (as relates to the respective Letter of Credit) of the amount
of such payment on such Business Day in same day funds. If and to the extent such Participant
shall not have so made its Percentage of the amount of such payment available to the Administrative
Agent for the account of such Issuing Lender, such Participant agrees to pay to the Administrative
Agent for the account of such Issuing Lender, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid to the
Administrative Agent for the account of such Issuing Lender at the overnight Federal Funds Rate.
The failure of any Participant to make available to the Administrative Agent for the account of
such Issuing Lender its Percentage of any payment under any Letter of Credit issued by it shall not
relieve any other Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Issuing Lender its Percentage of any such Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for the failure of any
other Participant to make available to the Administrative Agent for the account of such Issuing
Lender such other Participant’s Percentage of any such payment.



          (d) Whenever any Issuing Lender receives a payment of a reimbursement obligation as to which
the Administrative Agent has received (for the account of any such Issuing Lender) any payments
from the Participants pursuant to clause (c) above, such Issuing Lender shall forward such payment
to the Administrative Agent, which in turn shall distribute to each Participant which has paid its
Percentage thereof, in same day funds, an amount equal to such Participant’s share (based upon the
proportionate aggregate amount originally funded by such Participant to the aggregate amount funded
by all Participants) of the principal amount of such reimbursement obligation and interest thereon
accruing after the purchase of the respective participations.



          (e) Each Issuing Lender shall, promptly after the issuance of, or amendment to, a Letter of
Credit give the Administrative Agent and the Borrower written notice of such issuance or amendment,
as the case may be, and such notice shall be accompanied by a copy of the issued Letter of Credit
or amendment, as the case may be. Upon receipt of such notice, the Administrative Agent shall
promptly notify each Participant, in writing, of such issuance or amendment and in the event a
Participant shall so request, the Administrative Agent shall furnish such Participant with a copy
of such issuance or amendment.



          (f) Each Issuing Lender shall deliver to the Administrative Agent, promptly on the first
Business Day of each week, by facsimile transmission, the aggregate daily Stated Amount available
to be drawn under the outstanding Letters of Credit issued by such Issuing Lender for the previous
week. Upon request, the Administrative Agent shall, within 10 days after the last Business Day of
each calendar month, deliver to each Participant a report setting



-28-









 







forth for such preceding calendar month the aggregate daily Stated Amount available to be
drawn under all outstanding Letters of Credit during such calendar month.



          (g) The obligations of the Participants to make payments to the Administrative Agent for the
account of the respective Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:




     (i) any lack of validity or enforceability of this Agreement or any of the other Credit
Documents;




     (ii) the existence of any claim, setoff, defense or other right which the Borrower or
any of its Subsidiaries may have at any time against a beneficiary named in a Letter of
Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), the Administrative Agent, any Lender, any Issuing Lender, any Participant,
or any other Person, whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any underlying
transaction between the Borrower or any of its Subsidiaries and the beneficiary named in any
such Letter of Credit);




     (iii) any draft, certificate or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;




     (iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents; or




     (v) the occurrence of any Default or Event of Default.



          3.04
Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse
each Issuing Lender, by making payment to the Administrative Agent in immediately available funds
at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter
of Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid Drawing”),
not later than the Business Day following receipt by the Borrower of notice of such payment or
disbursement (provided that no such notice shall be required to be given if a Default or an Event
of Default under Section 11.05 shall have occurred and be continuing, in which case the
Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice
of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid
or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York
time) on the date of such payment or disbursement, from and including the date paid or disbursed to
but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per
annum equal to the Eurodollar Rate (or, in the case of a drawing under a Letter of Credit
denominated in a currency other than Dollars, the applicable Euro rate as determined by the
Administrative Agent) for successive Interest Periods, each of a duration selected by the
Administrative Agent plus the Applicable Margin; provided, however, to the
extent such amounts are not reimbursed prior to



-29-









 







12:00 Noon (New York time) on the Business Day following the receipt by the Borrower of notice of such payment or disbursement or
following the occurrence of a Default or an Event of Default under Section 11.05, interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until
reimbursed by the Borrower) at a rate per annum determined pursuant to Section 2.07(c) (using, in
the case of drawings under Letters of Credit denominated in a currency other than U.S. Dollars, the
applicable Euro rate as determined by the Administrative Agent), with such interest to be payable
on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under
any Letter of Credit issued by it, provided that the failure to give any such notice shall
in no way affect, impair or diminish the Borrower’s obligations hereunder. In the event that any
Issuing Lender makes any payment under any Letter of Credit issued by it, the Borrower’s obligation
under this Section 3.04 to reimburse the respective Issuing Lender shall be in the same
currency as the applicable Letter of Credit was issued determined on the date of payment by the
Issuing Lender under the Letter of Credit.



          (b) The obligations of the Borrower under this Section 3.04 to reimburse the
respective Issuing Lender with respect to drawings on Letters of Credit (each, a “Drawing”)
(including, in each case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower
may have or have had against any Lender (including in its capacity as Issuing Lender or Participant
or as Participant), or any non-application or misapplication by the beneficiary of the proceeds of
such Drawing, the respective Issuing Lender’s only obligation to the Borrower being to confirm that
any documents required to be delivered under such Letter of Credit appear to have been delivered
and that they appear to comply on their face with the requirements of such Letter of Credit.
Subject to the provisions of the immediately preceding sentence, any action taken or omitted to be
taken by any Issuing Lender under or in connection with any Letter of Credit if taken or omitted in
the absence of gross negligence or willful misconduct as determined by a court of competent
jurisdiction, shall not create for such Issuing Lender any resulting liability to the Borrower or
any other Credit Party.



          
3.05 Increased Costs. If at any time, any Issuing Lender or any Participant determines that
the introduction of or any change in, after the Effective Date, any applicable law, rule,
regulation, order, guideline or request or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof, or compliance by
any Issuing Lender or any Participant with any request or directive issued by any such authority
after the Effective Date (whether or not having the force of law), shall either (a) impose, modify
or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by any Issuing Lender or participated in by any Participant, or (b) impose on any
Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this
Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost
to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of
Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any
Participant hereunder or reduce the rate of return on its capital with respect to Letters of
Credit, then, upon demand to the Borrower by such Issuing Lender or any Participant (a copy of
which demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent),
the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or
amounts as will compensate such Lender for such increased cost or



-30-









 







reduction in the amount receivable or reduction on the rate of return on its capital. Any
Issuing Lender or any Participant, upon determining that any additional amounts will be payable
pursuant to this Section 3.05, will give prompt written notice thereof to the Borrower,
which notice shall include a certificate submitted to such Borrower by such Issuing Lender or such
Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant
to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation
of such additional amount or amounts necessary to compensate such Issuing Lender or such
Participant, although the failure to give any such notice shall not release or diminish the
Borrower’s obligations to pay additional amounts pursuant to this Section 3.05. The
certificate required to be delivered pursuant to this Section 3.05 shall, if delivered in
good faith and absent manifest error, be final and conclusive and binding on the Borrower.



          Section 4. Commitment Commission; Reductions of Commitment.



          4.01 Commitment Commission. (a) The Borrower agrees to pay to the Administrative Agent for
distribution to each Lender which is a Non-Defaulting Lender a commitment commission (the
“Commitment Commission”), in Dollars, for the period from and including the Effective Date
to and including the Maturity Date (or such earlier date on which the Total Commitment has been
terminated) computed at a rate per annum equal to 40% of the Applicable Margin then in effect on
the daily undrawn portion of the Total Commitment. The accrued Commitment Commission shall be due
and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the
Total Commitment is terminated.



          (b) The Borrower agrees to pay to the Administrative Agent for distribution to each Lender
which is a Non-Defaulting Lender a utilization fee (the “Utilization Fee”), in Dollars, for
each day that the Aggregate Exposure exceeds 50% of the Total Commitment computed at a rate per
annum equal to 3% on the Aggregate Exposure on such day. The accrued Utilization Fee shall be due
and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the
Total Commitment is terminated.



          (c) The Borrower agrees to pay to the Administrative Agent for distribution to each Lender
(based on each such Lender’s respective Percentage), a fee in respect of each Letter of Credit (the
“Letter of Credit Fee”) for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to the Applicable Margin then in effect from time to time on the
daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and
payable quarterly in arrears on each Payment Date and on the Maturity Date (or such earlier date
upon which the Total Commitment is terminated).



          (d) The Borrower agrees to pay directly to each Issuing Lender, for its own account, a facing
fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the period from
and including the date of issuance of such Letter of Credit to and including the date of
termination or expiration of such Letter of Credit, computed at a rate per annum equal to 1/8 of 1%
on the daily Stated Amount of such Letter of Credit, provided that in any event the minimum
amount of Facing Fees payable in any twelve-month period for each Letter of Credit shall be not
less than $500; it being agreed that, on the day of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination or expiration of such Letter of Credit, if


-31-









 







$500 will
exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit
for the immediately succeeding twelve-month period, the full $500 shall be payable on the date
of issuance of such Letter of Credit and on each such anniversary thereof. Except as otherwise
provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and
payable quarterly in arrears on each Payment Date and upon the first day on or after the
termination of the Total Commitment upon which no Letters of Credit remain outstanding.



          (e) The Borrower agrees to pay, upon each payment (including any partial payment) under,
issuance of, extension of, or amendment to, any Letter of Credit issued hereunder, such amount as
shall at the time of such event be the administrative charge which the respective Issuing Lender is
generally charging in connection with such occurrence with respect to letters of credit.



          (f) The Borrower shall pay to the Administrative Agent, for the Administrative Agent’s own
account, such other fees as have been agreed to in writing by the Borrower and the Administrative
Agent.



          4.02 Voluntary Termination of Unutilized Commitments. (a) Upon at least three Business
Days’ prior notice to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to terminate or reduce the
Total Unutilized Commitment, in whole or in part, in integral multiples of $1,000,000 in the case
of partial reductions thereto, provided that each such reduction shall apply
proportionately to permanently reduce the Revolving Loan Commitment of each Lender.



          (b) In the event of certain refusals by a Lender as provided in Section 14.12(b) to
consent to certain proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders, the Borrower may, subject to the
requirements of Section 14.12(b) and upon five Business Days’ written notice to the
Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), terminate all of the Revolving Loan Commitment (if any) of such
Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and
all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such
termination (at which time Schedule I shall be deemed modified to reflect such changed
amounts), and at such time such Lender shall no longer constitute a “Lender” for purposes of this
Agreement, except with respect to indemnification provisions under this Agreement (including,
without limitation, Sections 2.09, 2.10, 5.04, 12.06 and
14.01), which shall survive as to such repaid Lender. For the avoidance of doubt, the
repayment of any Loans pursuant to this Section 4.02(b) shall not be subject to the
provisions of Section 14.06 hereof.



          4.03 Mandatory Reduction of Commitments. (a) The Total Commitment (and the Revolving Loan
Commitment of each Lender) shall terminate in its entirety on the Maturity Date, after giving
effect to all Borrowings of Loans on such date.



          (b) On each Scheduled Commitment Reduction Date, the Total Commitment shall be automatically
reduced by an aggregate principal amount as is set forth opposite each



-32-









 







such Scheduled Commitment Reduction Date below (each such reduction, as the same may be reduced as provided in Section
4.03(f), a “Scheduled Commitment Reduction”):



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of Total Commitment to
	 	 	 	 	 	 	be reduced on the relevant
	 	 	 	 	 	 	Scheduled Commitment
	 	 	 	 	Scheduled Commitment Reduction Date	 	Reduction Date
	 	1	 	 	January 1, 2010
	 	$	3,300,000	 
	 	2	 	 	April 1, 2010
	 	$	3,300,000	 
	 	3	 	 	July 1, 2010
	 	$	3,300,000	 
	 	4	 	 	October 1, 2010
	 	$	3,300,000	 
	 	5	 	 	January 1, 2011
	 	$	3,300,000	 
	 	6	 	 	April 1, 2011
	 	$	3,300,000	 
	 	7	 	 	July 1, 2011
	 	$	3,300,000	 
	 	8	 	 	October 1, 2011
	 	$	3,300,000	 
	 	9	 	 	The Maturity Date	 	The amount required to reduce the Total Commitments to zero






          (c) In addition to, but without duplication of, any other mandatory commitment reductions
required pursuant to this Section 4.03, on any date that the Borrower is required to make
an Excess Proceeds Offer pursuant to, and as defined in, Section 4.11 of the Senior Notes Indenture
(as in effect on the Effective Date and without giving effect to any amendment, modification,
supplement or waiver thereto), the Total Commitment shall be permanently reduced by an amount equal
to the entire accumulated amount of Excess Proceeds (as defined in the Senior Notes Indenture as so
in effect) with respect to such Excess Proceeds Offer multiplied by a percentage thereof, expressed
as a fraction, the numerator of which is the Total Commitment and the denominator of which is the
sum of the Total Commitment and the aggregate principal amount of the Senior Notes.



          (d) In addition to, but without any duplication of, any other mandatory commitment reduction
required pursuant to this Section 4.03, on any date on which there is a voluntary
redemption, repurchase of or offer to redeem Senior Notes (including, without limitation, any
redemption contemplated by Section 4.10 and Section 4.24 of the Senior Notes
Indenture), the Total Commitment shall be permanently reduced on the date of such redemption or
repurchase or the initiation of such offer, as the case may be, by an amount equal to the Total
Commitment, multiplied by a percentage thereof, expressed as a fraction, the numerator of which



-33-









 







is the aggregate principal amount of Senior Notes being redeemed or being offered to be redeemed, and
the denominator of which is the aggregate principal amount of Senior Notes outstanding at such time
and before giving effect to such redemption, repurchase or offer, as the case may be. If the Total Commitment is permanently reduced pursuant to this Section 4.03(d)
in connection with any offer to redeem Senior Notes, no further reduction shall be required upon
the redemption of Senior Notes pursuant to such offer.



          (e) In addition to, but without duplication of, any commitment reductions required pursuant to
this Section 4.03, on any date that a Collateral is
released pursuant to Section 3.1(a)(7)
of the Collateral Agency and Intercreditor Agreement, the Total Commitment shall be permanently
reduced on the date of such release by an amount equal to the Working Capital Pro Rata Share
Percentage of the fair market value (as determined in good faith by the Borrower) of the Collateral
being released.



          (f) Each reduction to, or termination of, the Total Commitment pursuant to Sections
4.02, 4.03(c), 4.03(d) or 4.03(e) shall be applied to reduce future
Scheduled Commitment Reductions on a pro rata basis (based upon the then applicable amounts of such
Scheduled Commitment Reductions).



          (g) Each reduction to, or termination of, the Total Commitment pursuant to this Section
4.03 shall be applied to proportionately reduce or terminate, as the case may be, the Revolving
Loan Commitment of each Lender.



          Section 5. Prepayments; Payments; Taxes; Voluntary Prepayments.



          5.01 Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans,
without premium or penalty, in whole or in part at any time and from time to time on the following
terms and conditions:




     (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York
time) at the Notice Office at least three Business Days’ prior written notice (or telephonic
notice promptly confirmed in writing) of its intent to prepay such Loans, the amount of such
prepayment and the specific Borrowing or Borrowings pursuant to which such Loans were made,
and which notice the Administrative Agent shall promptly transmit to each of the Lenders;




     (ii) each prepayment shall be in an aggregate principal amount of at least $1,000,000
or such lesser amount as is reasonably acceptable to the Administrative Agent;




     (iii) at the time of any prepayment of Loans pursuant to this Section 5.01 on
any date other than the last day of the Interest Period applicable thereto, the Borrower
shall pay the amounts, if any, required to be paid pursuant to Section 2.10; and




     (iv) each prepayment pursuant to this Section 5.01(a) in respect of any Loans
shall be applied pro rata among such Loans, provided that at the Borrower’s election
in connection with any prepayment of Loans pursuant to this Section 5.01(a), such



-34-









 







prepayment shall not, so long as no Default or Event of Default then exists, be applied to
any Loan of a Defaulting Lender.



          (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been approved by the Required
Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five
Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such
Lender (including all amounts, if any, owing pursuant to Section 2.09), together with
accrued and unpaid interest, fees and all other amounts then owing to such Lender in accordance
with, and subject to the requirements of, said Section 14.12(b), so long as (A) the
Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment (at which
time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments)
and (B) the consents, if any, required under Section 14.12(b) in connection with the
prepayment pursuant to this clause (b) have been obtained. For the avoidance of doubt, the
repayment of any Loans pursuant to this Section 5.01(b) shall not be subject to the
provisions of Section 14.06 hereof.



          5.02 Mandatory Repayments. (a) On any day on which the Aggregate Exposure (after giving
effect to all other repayments thereof on such date) exceeds the Total Commitment at such time the
Borrower shall repay on such date the principal of Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Loans, the aggregate amount of the Letter
of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower shall repay on
such date an amount of cash or cash equivalents equal to the amount of such excess (up to a maximum
amount equal to 105% of the Letter of Credit Outstandings at such time), such cash or cash
equivalents to be held as security for all obligations of the Borrower hereunder in a cash
collateral account to be established by the Administrative Agent.



          (b) With respect to each repayment of Loans required by this Section 5.02, the
Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made,
provided that (i) repayments of Loans pursuant to this Section 5.02 may only be
made on the last day of an Interest Period applicable thereto unless all Loans with Interest
Periods ending on such date of required repayment have been paid in full and (ii) each repayment of
any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a
designation by the Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion.



          (c) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then
outstanding Loans shall be repaid in full on the Maturity Date.



          5.03 Method and Place of Payment. Except as otherwise specifically provided herein, (a) all
Obligations under this Agreement and under any Note shall be the obligation of the Borrower and (b)
all payments under this Agreement and under any Note shall be made to the Administrative Agent for
the account of the Lender or Lenders entitled thereto not later than 10:00 A.M. (New York time) on
the date when due and shall be made in Dollars or the applicable Alternate Currency as provided in
Section 3.04(a) in immediately available funds at



-35-









 







the Payment Office. Any payments under
this Agreement or under any Note which are made later than 10:00 A.M. (New York time) on any day
shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be
made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of principal, interest
shall be payable at the applicable rate during such extension.



          5.04 Net Payments; Taxes. (a) All payments made by any Credit Party hereunder or under any
other Credit Document will be made without setoff, counterclaim or other defense. Except as
provided in Section 5.04(b), all such payments will be made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to such payments (but
excluding, with respect to the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed
on or measured by its overall net income (however denominated), and franchise taxes imposed (in
lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority
thereof) under the laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is located, (ii) any
branch profits taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which the principal office or applicable lending office of the Administrative
Agent or the Lender, as the case may be, is located, and (iii) in the case of a Non-US Lender, any
withholding tax that is imposed on amounts payable to such Non-US Lender at the time such Non-US
Lender designates a new lending office or is attributable to such Non-US Lender’s failure to comply
with Section 5.04(b), except to the extent that such Non-US Lender was entitled at the time
of the designation of the new lending office to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 5.04(a) (collectively, the
“Excluded Taxes”)), and all interest, penalties or similar liabilities with respect to such
non-Excluded Taxes, levies, imposts, duties, fees, assessments or other charges (all such
non-Excluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to
collectively as “Taxes”). If any Taxes are required to be deducted or withheld, the
Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount provided for herein or
in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after
the date the payment of any Taxes is due pursuant to applicable law certified copies of tax
receipts or other evidence of such payment reasonably acceptable to the Administrative Agent. The
Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Taxes so levied or imposed and paid by such Lender;
provided that, no Lender shall be indemnified for any Taxes hereunder unless such Lender
shall make written demand on the Borrower for reimbursement hereunder no later than 180 days after
the earlier of (i) the date on which such Lender makes payment of such Taxes and (ii) the date on
which the relevant jurisdiction or any political subdivision or taxing authority thereof makes
initial written demand upon such Lender for payment of such Taxes.



-36-









 





          (b) Each Lender agrees to use reasonable efforts (consistent with the legal and regulatory
restrictions and subject to overall policy considerations of such Lender) to file any certificate
or document or to furnish to the Borrower any information, in each case, as reasonably requested by
the Borrower that may be necessary to establish any available exemption from, or reduction in the
amount of, any Taxes; provided, however, that nothing in this Section
5.04(b) shall require a Lender to disclose any confidential information (including, without
limitation, its tax returns or its calculations).



          (c) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section 5.04, it shall
pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender, as the case may be, and without interest (other than any interest paid by the relevant
jurisdiction or any political subdivision or taxing authority thereof with respect to such refund),
provided, however, that (i) the Administrative Agent or Lender, as the case may be,
may determine, in its sole discretion consistent with the policies of the Administrative Agent or
Lender, as the case may be, whether to seek a refund; and (ii) the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant jurisdiction or any political
subdivision or taxing authority thereof) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such jurisdiction or
any political subdivision or taxing authority thereof. This paragraph shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns (or any other
information that it deems confidential) to the Borrower or any other Person.



          Section 6. Conditions Precedent to the Effective Date. The obligation of each Lender to make
Loans, and the obligation of any Issuing Lender to issue any Letter of Credit, on and after the
Effective Date is subject at the time of the making of such Loans or issuing such Letter of Credit
to the satisfaction or waiver of the following conditions:



          6.01 Execution of Agreement; Notes. On or prior to the Effective Date, (x) this Agreement
shall have been executed and delivered as provided in Section 14.10 and (y) there shall
have been delivered to the Administrative Agent, for the account of each of the Lenders that has
requested same, the appropriate Notes executed by the Borrower, in each case in the amount,
maturity and as otherwise provided herein.



          6.02 Officer’s Certificate. On the Effective Date, the Administrative Agent shall have
received a certificate from an Authorized Officer of the Borrower certifying that the conditions
set forth in Sections 6.03, 6.06, 6.09, 6.11, 6.12,
6.13, 6.14, 6.15 and 6.16 are satisfied on the Effective Date (to
the extent that, in each case, such conditions are not required to be acceptable (reasonably or
otherwise) to the Administrative Agent).



          6.03 Fees, etc. On or prior to the Effective Date, the Borrower shall have paid to the
Administrative Agent and the Lenders all costs, fees and expenses (including, without



-37-









 







limitation,
reasonable legal fees and expenses of outside counsel to the Administrative Agent) payable to the
Administrative Agent and the Lenders to the extent then due.



          6.04 Opinions of Counsel. On the Effective Date, the Administrative Agent shall have
received (i) from Bartlit Beck Herman Palenchar & Scott LLP, special counsel to each Credit Party,
a favorable opinion reasonably satisfactory in form and substance to the
Administrative Agent and addressed to the Administrative Agent and each of the Lenders and
dated the Effective Date covering the matters set forth in Exhibit D-1 and such other
matters incident to the transactions contemplated herein as the Administrative Agent may reasonably
request, (ii) from Simonsen Advokatfirma DA, Norwegian maritime counsel to each Credit Party, a
favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and
addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering
the matters set forth in Exhibit D-2 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (iii) from Higgs & Johnson,
Bahamian maritime counsel to each Credit Party, a favorable opinion reasonably satisfactory in form
and substance to the Administrative Agent and addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date covering the matters set forth in Exhibit D-3 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (iv) from Seward & Kissel LLP, Vanuatu maritime counsel to each Credit Party, a
favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and
addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering
the matters set forth in Exhibit D-4 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (v) from Mackinnons,
Scottish counsel to the each Credit Party, favorable opinions reasonably satisfactory in form and
substance to the Administrative Agent and addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date covering the matters set forth in Exhibit D-5 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (vi) from Rishi Varma, General Counsel to the Parent a favorable opinion
reasonably satisfactory in form and substance to the Administrative Agent and addressed to the
Administrative Agent and each of the Lenders and dated the Effective Date covering the matters set
forth in Exhibit D-6 and such other matters incident to the transactions contemplated
herein as the Administrative Agent may reasonably request, (vii) from TozziniFreire Advogados,
Brazilian counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and
substance to the Administrative Agent and addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date covering the matters set forth in Exhibit D-7 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (viii) from Maples and Calder, Cayman Islands counsel to each Credit Party, a
favorable opinion reasonably satisfactory in form and substance to the Administrative Agent and
addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering
the matters set forth in Exhibit D-8 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (ix) from Carey Olsen,
Guernsey counsel to each Credit Party, a favorable opinion reasonably satisfactory in form and
substance to the Administrative Agent and addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date covering the matters set forth in Exhibit D-9 and such
other matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request, (x) from Cains, Isle of Man maritime counsel to each Credit Party, a favorable
opinion reasonably satisfactory in form



-38-









 







and substance to the Administrative Agent and addressed to
the Administrative Agent and each of the Lenders and dated the Effective Date covering the matters
set forth in Exhibit D-10 and such other matters incident to the transactions contemplated
herein as the Administrative Agent may reasonably request, (xi) from Nauta Dutilh, Dutch counsel to
each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the
Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated the Effective Date covering the
matters set forth in Exhibit D-11 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (xii) from Bugge,
Arentz-Hansen & Rasmussen, Norwegian counsel to each Credit Party, a favorable opinion reasonably
satisfactory in form and substance to the Administrative Agent and addressed to the Administrative
Agent and each of the Lenders and dated the Effective Date covering the matters set forth in
Exhibit D-12 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, (xiii) from Advokatfirmaet Schjodt DA, special
Norwegian counsel to each Credit Party formed in Norway, a favorable opinion reasonably
satisfactory in form and substance to the Administrative Agent and addressed to the Administrative
Agent and each of the Lenders and dated the Effective Date covering the matters set forth in
Exhibit D-13 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request, (xiv) from Uria Menendez, Spanish maritime counsel to
each Credit Party, a favorable opinion reasonably satisfactory in form and substance to the
Administrative Agent and addressed to the Administrative Agent and each of the Lenders and dated
the Effective Date covering the matters set forth in Exhibit D-14 and such other matters
incident to the transactions contemplated herein as the Administrative Agent may reasonably request
and (xv) from Pinedo Abogados, Mexican counsel to each Credit Party, a favorable opinion reasonably
satisfactory in form and substance to the Administrative Agent and addressed to the Administrative
Agent and each of the Lenders and dated the Effective Date covering the matters set forth in
Exhibit D-15 and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request.



          6.05 Corporate Documents; Proceedings; etc. (a) On the Effective Date, the Administrative
Agent shall have received a certificate from the Parent, the Holdco Guarantors and each Credit
Party, dated the Effective Date, signed by an Authorized Officer of such entity, and attested to by
the Secretary or any Assistant Secretary (or if such entity does not have a Secretary or Assistant
Secretary, any other officer or director of such entity) of such entity, substantially in the form
of Exhibit E, with appropriate insertions, together with copies of the Certificate of
Incorporation and By-Laws (or equivalent organizational documents) of such entity and the
resolutions of such entity referred to in such certificate, and each of the foregoing shall be
reasonably acceptable to the Administrative Agent.



          (b) On the Effective Date, all corporate, limited liability company, partnership and legal
proceedings, and all instruments and agreements in respect of the Parent in connection with the
transactions contemplated by this Agreement and the other Credit Documents, shall be reasonably
satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall
have received all information and copies of all documents and papers, including records of
corporate, limited liability company and partnership proceedings, governmental approvals, good
standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative
Agent reasonably may have requested in connection therewith,



-39-









 







such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities.



          6.06 Indebtedness. Except for the Existing Indebtedness set forth on Schedule VI, on
the Effective Date, neither Holdings nor any other Credit Party has any outstanding preferred
equity, or Indebtedness, except for Indebtedness incurred pursuant to this Agreement
and the Senior Notes, and all equity interests of each Subsidiaries Guarantor shall be owned
directly or indirectly by the Borrower, in each case free and clear of Liens (other than Permitted
Liens) and all equity interests of the Borrower shall be owned directly or indirectly by Holdings
free and clear of Liens (other than Permitted Liens).



          6.07 Security Documents. On the Effective Date, the Parent and each of the Credit Parties
shall have duly authorized, executed and delivered each of the Security Documents (and the related
instruments referred to therein) listed on Schedule X.



          6.08 Solvency Certificate. On the Effective Date, the Administrative Agent shall have
received a solvency certificate from a senior executive officer of Holdings, substantially in the
form of Exhibit G, which shall be addressed to the Administrative Agent and each of the
Lenders and dated the Effective Date, setting forth the conclusion that, after giving effect to the
Refinancing and the incurrence of all the financings contemplated hereby, Holdings individually,
and Holdings and its Subsidiaries taken as a whole, are not insolvent and will not be rendered
insolvent by the incurrence of such indebtedness, and will not be left with unreasonably small
capital with which to engage in their respective businesses and will not have incurred debts beyond
their ability to pay such debts as they mature.



          6.09 Approvals. On or prior to the Effective Date, all necessary governmental (domestic and
foreign) and third party approvals and/or consents in connection with the Loans, and the granting
of Liens under the Credit Documents shall have been obtained and remain in effect, and all
applicable waiting periods with respect thereto shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially adverse conditions upon
the making of the Loans and the performance by the Credit Parties of the Credit Documents. On the
Effective Date, there shall not exist any judgment, order, injunction or other restraint issued or
filed or a hearing seeking injunctive relief or other restraint pending or notified, prohibiting or
imposing materially adverse conditions upon the making of the Loans or the performance by the
Credit Parties of their obligations under the Credit Documents.



          6.10 Subsidiaries Guaranty; TMS Guaranty. (a) On the Effective Date, each Subsidiary of
Holdings (other than the Borrower) shall have duly authorized, executed and delivered to the
Administrative Agent the Subsidiaries Guaranty substantially in the form of Exhibit F (as
modified, supplemented or amended from time to time, the “Subsidiaries Guaranty”), and the
Subsidiaries Guaranty shall be in full force and effect.



          (b) On the Effective Date, the Parent shall have duly authorized, executed and delivered to
the Administrative Agent the Guaranty substantially in the form of Exhibit I (as modified,
supplemented or amended from time to time, the “TMS Guaranty”).



-40-









 





          6.11 Litigation. On the Effective Date, no actions, suits, investigations or proceedings of
any Credit Party by any entity (private or governmental) shall be pending or, to the knowledge of
any Credit Party, (x) threatened with respect to any Credit Document, or (y) which could be
reasonably to have a Material Adverse Effect.



          6.12 Environmental Laws. On the Effective Date, there shall not exist any condition or
occurrence on or arising from any property owned or operated or occupied by the Borrower or any of
its Subsidiaries that (i) results in noncompliance by the Borrower or such Subsidiary with any
applicable Environmental Law that has had, or could reasonably be expected to have, a Material
Adverse Effect or (ii) could reasonably be expected to form the basis of an Environmental Claim
against the Borrower or any of its Subsidiaries or any property of the Borrower or any of its
Subsidiaries and such Environmental Claim could reasonably be expected to have, a Material Adverse
Effect.



          6.13 Material Adverse Effect. On the Effective Date and after giving effect to the related
Borrowing, nothing shall have occurred since December 31, 2008 that has had, or could reasonably be
expected to have, a Material Adverse Effect.



          6.14 No Conflicts; Margin Regulations. (a) The consummation of the Transaction on the
Effective Date shall not have resulted in any material conflict with, or any material default
under, any material agreement of the Parent or any Subsidiary thereof.



          (b) On the Effective Date, all Loans shall be in full compliance with all applicable
requirements of law including, but without limitation, the provisions of Regulations U and X of the
Board of Governors of the Federal Reserve System.



          6.15 Refinancing of Existing Indebtedness; Issuance of Senior Notes. (a) On or prior to the
Effective Date, the Refinancing shall have been consummated and all obligations of the Credit
Parties with respect to the indebtedness being refinanced pursuant to the Refinancing (except for
indemnity provisions that by their terms survive) shall have been paid in full and terminated, and
all commitments, security interests and guaranties in connection therewith shall have been
terminated and released, all to the reasonable satisfaction of the Administrative Agent.



          (b) On the Effective Date, (i) Senior Notes shall have been issued pursuant to the Senior
Notes Indenture in an aggregate principal amount of $400,000,000 and (ii) the Borrower shall have
delivered to the Administrative Agent a copy of the Senior Notes Documentation, together with all
modifications, amendments and waivers thereto through and including the Effective Date, certified
as true and correct by the chairman of the board, the managing director, the chief executive
officer, the president or any vice president of the Borrower.



          6.16 Collateral Agency and Intercreditor Agreement. On the Effective Date, the Collateral
Agency and Intercreditor Agreement shall have been executed and delivered by the parties thereto
and shall be in full force and effect.



          6.17 Parent Credit Agreement Amendment. On the Effective Date, an amendment to the Parent
Credit Agreement in the form of Exhibit L shall have become effective in accordance with
its terms.



-41-









 





          Section 7.
Conditions Precedent to each Credit Event. The obligation of each Lender to make
Loans, and the obligation of any Issuing Lender to issue any Letters of Credit, on the date of each
Credit Event (including the Effective Date) is subject at the time of
the making of such Loans or issuing such Letter of Credit to the satisfaction or waiver of the
following conditions:



          7.01
No Default; Representations and Warranties. At the time of each such Credit Event and
also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties of the Credit Parties, the Holdco Guarantors and the Parent
contained herein or in any other Credit Document shall be true and correct in all material respects
both before and after giving effect to such Credit Event with the same effect as though such
representations and warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of such specified date).



          7.02
Notice of Borrowing. (a) Prior to the making of each Loan, the Administrative Agent
shall have received a Notice of Borrowing required by Section 2.03(a).



          (b) Prior to the issuance of each Letter of Credit, the Administrative Agent and the
respective Issuing Lender shall have received a Letter of Credit Request meeting the requirements
of Section 3.02.



          7.03
Effective Date. The Effective Date shall have occurred.



     The acceptance of the proceeds of each Credit Event shall constitute a representation and
warranty by the Borrower to the Administrative Agent and each of the Lenders that all of the
conditions specified in Sections 6 and 7 applicable to such Credit Event have been
satisfied or waived as of that time. All of the applicable Notes, certificates, legal opinions and
other documents and papers referred to in Sections 6 and 7 unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent.



          Section 8. Representations, Warranties and Agreements. In order to induce the Lenders to
enter into this Agreement and to make the Loans, each of Holdings and the Borrower makes the
following representations, warranties and agreements on the Effective Date, all of which shall
survive the execution and delivery of this Agreement and the Notes and the making of the Loans and
issuance of the Letters of Credit, with each Credit Event on or after the Effective Date being
deemed to constitute a representation and warranty that the matters specified in this Section
8 are true and correct in all material respects on and as of the Effective Date and on the date
of such Credit Event (it being understood and agreed that any representation or warranty which by
its terms is made as of a specified date shall be required to be true and correct in all material
respects only as of such specified date):



          8.01 Corporate/Limited Liability Company/Limited Partnership Status. Each Credit Party (i)
is duly organized and validly existing, as the case may be, in good standing under the laws of the
jurisdiction of its incorporation or formation, (ii) has the corporate or other



-42-









 







applicable power and authority to own its property and assets and to transact the business in which it is currently
engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualifications, except for failures to be so
qualified which, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.



          8.02 Corporate Power and Authority. Each Credit Party has the corporate or other applicable
power and authority to execute, deliver and perform the terms and provisions of each of the Credit
Documents to which it is party and has taken all necessary corporate or other applicable action to
authorize the execution, delivery and performance by it of each of such Credit Documents. Each
Credit Party has duly executed and delivered each of the Credit Documents to which it is party, and
each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other
similar laws generally affecting creditors’ rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).



          8.03 No Violation. Neither the execution, delivery or performance by any Credit Party of the
Credit Documents to which it is a party, nor compliance by it with the terms and provisions
thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or
result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to the Security Documents) upon any of the properties or assets of
Holdings or its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or instrument, in
each case to which Holdings or its Subsidiaries is a party or by which it or any material portion
of its property or assets is bound or to which it may be subject or (iii) will violate any
provision of the certificate or articles of incorporation or by-laws (or equivalent organizational
documents) of Holdings or its Subsidiaries.



          8.04 Governmental Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except for those that have otherwise been
obtained or made on or prior to the Effective Date), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf
of, Holdings or its Subsidiaries to authorize, or is required to be obtained or made by, or on
behalf of, Holdings or its Subsidiaries in connection with, (i) the execution, delivery and
performance of any Credit Document (other than such filings, recordations or registrations as may
be required to perfect a Lien in the Collateral granted pursuant to the Security Documents) or (ii)
the legality, validity, binding effect or enforceability of any Credit Document.



          8.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a)
The unaudited consolidated balance sheet of Holdings and its Subsidiaries as of June 30, 2009 and
for the fiscal year ended on December 31, 2008, and the related



-43-









 







consolidated statements of income, cash flows and shareholders’ equity of Holdings and its Subsidiaries for such fiscal year or fiscal
quarter ended on such dates, as the case may be, copies of which have been furnished to the
Administrative Agent and the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of Holdings
and its Subsidiaries at the dates of such balance sheets and the consolidated results of the
operations of Holdings and its Subsidiaries for the periods covered thereby. All of the foregoing
historical financial statements have been prepared in accordance with GAAP consistently applied.



          (b) On and as of the Effective Date, and after giving effect to the Transaction and to all
Indebtedness (including the Loans) being incurred or assumed and Liens to be created by the Credit
Parties in connection therewith pursuant to the Security Documents, Holdings and its Subsidiaries,
taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such
Indebtedness, and will not be left with unreasonably small capital with which to engage in their
respective businesses and will not have incurred debts beyond their ability to pay such debts as
they mature.



          (c) Except as fully disclosed in the balance sheets delivered pursuant to Section
8.05(a), there were as of the Effective Date no liabilities or obligations with respect to
Holdings or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in the aggregate, would be
materially adverse to the Credit Parties taken as a whole. As of the Effective Date neither
Holdings nor the Borrower knows of any reasonable basis for the assertion against any Credit Party
of any liability or obligation of any nature that is not fully disclosed (including, without
limitation, as to the amount thereof) in the balance sheets delivered pursuant to Section
8.05(a) which, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.



          (d) On and as of the Effective Date, detailed projected consolidated financial statements of
each of the Borrowers for the five fiscal years ended after January 1, 2009 (the
“Projections”) which have been delivered to the Administrative Agent and the Lenders prior
to the Effective Date were prepared in good faith and are based on reasonable assumptions, and
there are no statements or conclusions in any of the Projections which are based upon or include
information known to Holdings to be misleading in any material respect or which fail to take into
account material information known to Holdings regarding the matters reported therein; it being
recognized by the Lenders, however, that projections as to future events are not to be viewed as
facts and that actual results during the period or periods covered by the Projections may differ
from the projected results.



          (e) Since December 31, 2008, no event has occurred or other circumstances arisen that has had,
or could reasonably be expected to have, a Material Adverse Effect.



          8.06 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of
Holdings or the Borrower, threatened (A) with respect to (i) any Mortgaged Vessel or (ii) any
Credit Document, or (B) that could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.



-44-









 





          8.07 True and Complete Disclosure. All factual information (taken as a whole) furnished by
or on behalf of the Credit Parties in writing to the Administrative Agent or any Lender (including,
without limitation, all information contained in the Credit Documents and in the Offering
Memorandum but excluding all Projections) for purposes of or in connection with this Agreement, the other Credit Documents or any transaction contemplated herein or therein
is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf
of any Credit Party in writing to the Administrative Agent or any Lender, will be true and accurate
in all material respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances under which such
information was provided.



          8.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the Loans and Letters of
Credit shall be used (i) to pay fees and expenses with respect to the entering into of the Credit
Documents, the incurrence of Loans hereunder and the issuance of Letters of Credit hereunder and
(ii) for the general corporate and working capital purposes of the Borrower and its Subsidiaries.



          (b) No proceeds of any Credit Event will be used to purchase or carry any Margin Stock or to
extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the making of
any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will
violate or be inconsistent with the provisions of Regulation U or X of the Board of Governors of
the Federal Reserve System.



          8.09 Tax Returns and Payments. Holdings and each of its Subsidiaries have timely filed or
caused to be timely filed with the appropriate taxing authority all returns, statements, forms and
reports for taxes (the “Returns”) required to be filed by, or with respect to the income,
properties or operations of, Holdings and/or any of its Subsidiaries. The Returns accurately
reflect in all material respects all liability for taxes of Holdings and its Subsidiaries as a
whole for the periods covered thereby. Holdings and each of its Subsidiaries have paid all taxes
and assessments payable by them, other than those that are being contested in good faith and
adequately disclosed and fully provided for on the financial statements of the Parent and its
Subsidiaries in accordance with GAAP. There is no action, suit, proceeding, investigation, audit
or claim now pending or, to the best knowledge of Holdings and its Subsidiaries, threatened by any
authority regarding any taxes relating to Holdings or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect. Except as set forth on Schedule IV, neither Holdings nor any of its Subsidiaries
has entered into an agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of taxes of Holdings or
any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or
other taxable periods of Holdings or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations. Neither Holdings nor any of its Subsidiaries has incurred, or
will incur, any material tax liability in connection with the Transaction or any other transactions
contemplated hereby (it being understood that the representation contained in this sentence does
not cover any future tax liabilities of Holdings or any of its Subsidiaries arising as a result of
the operation of their businesses in the ordinary course of business).



-45-









 





          8.10 Compliance with ERISA. (a) Schedule IV sets forth, as of the Effective Date,
the name of each Plan and Foreign Pension Plan. Neither Holdings nor any of its Subsidiaries nor
any ERISA Affiliate has ever sponsored, maintained, made any contributions to or has any liability
in respect of any Plan which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code; each Plan has been maintained and operated in compliance
with the provisions of ERISA and, to the extent applicable, the Code, except as would not
reasonably be expected to result in a Material Adverse Effect, including but not limited to the
provisions thereunder respecting prohibited transactions. Each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the Code has received a favorable
determination letter from the IRS to the effect that it meets the requirements of Sections 401(a)
and 501(a) of the Code covering all tax law changes prior to the Economic Growth and Tax Relief
Reconciliation Act of 2001 or is comprised of a master or prototype plan that has received a
favorable opinion letter from the IRS. All material contributions required to be made with respect
to a Plan have been timely made or have been reflected on the most recent consolidated balance
sheet filed prior to the date hereof or accrued in the accounting records of Holdings and its
Subsidiaries. Neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has pending,
or is considering filing, an application under the IRS Employee Plans Compliance Resolution System
or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Plan. No
action, suit, proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or threatened. Except as would not result in a Material Adverse Effect, each
group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which
covers or has covered employees or former employees of Holdings, any Subsidiary of Holdings, or any
ERISA Affiliate has at all times been operated in compliance with the provisions of Part 6 of
subtitle B of Title I of ERISA and Section 4980B of the Code. Each group health plan (as defined
in 45 Code of Federal Regulations Section 160.103) which covers or has covered employees or former
employees of Holdings, any of its Subsidiaries, or any ERISA Affiliate has at all times been
operated in compliance with the provisions of the Health Insurance Portability and Accountability
Act of 1996 and the regulations promulgated thereunder, except as would not reasonably be expected
to result in a Material Adverse Effect. Holdings, any Subsidiary of Holdings or any ERISA
Affiliate, as appropriate, may terminate each such Plan at any time (or at any time subsequent to
the expiration of any applicable bargaining agreement) in the discretion of such Person without
liability to any Person other than for benefits accrued prior to the date of such termination.
Holdings and each of its Subsidiaries may cease contributions to or terminate any employee benefit
plan maintained by any of them without incurring any liability that would result in a Material
Adverse Effect.



          (b) Each Foreign Pension Plan has been maintained in compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and orders, except as
would not result in a Material Adverse Effect, and has been maintained, where required, in good
standing with applicable regulatory authorities. All material contributions required to be made
with respect to a Foreign Pension Plan have been timely made. Neither Holdings nor any of its
Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from,
any Foreign Pension Plan that would reasonably be expected to result in a Material Adverse Effect.
The present value of the accrued benefit liabilities (whether or not vested) under each Foreign
Pension Plan, determined as of the end of Holdings’



-46-









 







most recently ended fiscal year on the basis of then current actuarial assumptions, each of which is reasonable, did not exceed the current value
of the assets of such Foreign Pension Plan allocable to such benefit liabilities by an amount that
could reasonably be expected to have a Material Adverse Effect.



          8.11 The Security Documents. Each Security Document shall, upon the execution and delivery
of such Security Document to the Collateral Agent, create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security interest in and Lien on
all right, title and interest of the Credit Parties party thereto in the Collateral described
therein, subject to no other Liens other than Permitted Liens. No filings or recordings are
required in order to perfect the security interests created under any Security Document except for
UCC financing statements, certain filings and recordings required to be made pursuant to Norwegian
law and the laws of other foreign jurisdictions in which any of the Credit Parties is organized,
and certain filings and recordings of mortgages and related documents required to be made in the
relevant mortgage registries and upon the filing of such UCC financing statements, and such other
filings and recordings in respect of mortgages and related documents and as may be required under
Norwegian law or the laws of other foreign jurisdictions in which any of the Credit Parties is
organized or a Mortgaged Vessel is flagged, each in the appropriate office or registry therefore,
the Collateral Agent shall have a perfected, first-priority security interest in and Lien on the
collateral described therein to the extent such security interest and Lien may be perfected
thereby.



          8.12 Subsidiaries. On the Effective Date, Holdings will have no Subsidiaries other than
those Subsidiaries listed on Schedule V (which Schedule identifies the correct legal name,
direct owner, percentage ownership and jurisdiction of organization of each such Subsidiary on the
Effective Date).



          8.13 Compliance with Statutes, etc. Holdings and each of its Subsidiaries is in compliance
with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including, without limitation, Environmental Laws), except such
noncompliances as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



          8.14 Investment Company Act. Neither Holdings nor any of its Subsidiaries is an “investment
company” or a company “controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940, as amended.



          8.15 Environmental Matters. (a) Holdings and each of its Subsidiaries is in compliance with
all applicable Environmental Laws and the requirements of any permits issued under such
Environmental Laws. There are no pending or, to the knowledge of Holdings and its Subsidiaries,
threatened Environmental Claims against Holdings or any of its Subsidiaries or any Mortgaged
Vessel, Real Property or other facility owned, leased or operated by Holdings or any of its
Subsidiaries (including any such claim arising out of the ownership, lease or operation by Holdings
or any of its Subsidiaries of any Mortgaged Vessel formerly owned, leased or operated by Holdings
or any of its Subsidiaries but no longer owned, leased or operated by Holdings or any of its
Subsidiaries). All licenses, permits, registrations or approvals required for the business



-47-









 







of Holdings and each of its Subsidiaries under any Environmental Law have been secured and each Credit
Party is in compliance therewith. To the knowledge of Holdings, there are no facts, circumstances,
conditions or occurrences in respect of any Mortgaged Vessel, Real Property or other facility owned
or operated by Holdings or any of its Subsidiaries that is reasonably likely (i) to form the basis
of an Environmental Claim against Holdings, any of its Subsidiaries or any Mortgaged Vessel, Real Property or other facility owned by Holdings or any of its
Subsidiaries, or (ii) to cause such Mortgaged Vessel, Real Property or other facility to be subject
to any restrictions on its ownership, occupancy, use or transferability under any Environmental
Law.



          (b) Hazardous Materials have not at any time prior to the date of this Agreement or any
subsequent Credit Event been generated, used, treated or stored on, or transported to or from, or
Released on or from, any Mortgaged Vessel, Real Property or other facility owned, leased or
operated by Holdings or any of its Subsidiaries or, to the knowledge of Holdings, any property
adjoining or adjacent to any Real Property or other facility, where such generation, use,
treatment, storage, transportation or Release has violated or could be reasonably expected to
violate any applicable Environmental Law or give rise to an Environmental Claim.



          (c) Notwithstanding anything to the contrary in this Section 8.15, the representations
and warranties made in this Section 8.15 shall be untrue only if the effect of any or all
conditions, violations, claims, restrictions, failures and noncompliances of the types described
above could, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



          8.16 Labor Relations. Neither Holdings nor any of its Subsidiaries is engaged in any unfair
labor practice that, either individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against
Holdings or any of its Subsidiaries or, to Holdings’ knowledge, threatened against any of them
before the National Labor Relations Board, and no grievance or arbitration proceeding arising out
of or under any collective bargaining agreement is so pending against Holdings or any of its
Subsidiaries or, to Holdings’ knowledge, threatened against any of them, (ii) no strike, labor
dispute, slowdown or stoppage pending against Holdings or any of its Subsidiaries or, to Holdings’
knowledge, threatened against Holdings or any of its Subsidiaries and (iii) no union representation
proceeding pending with respect to the employees of Holdings or any of its Subsidiaries, except
(with respect to the matters specified in clauses (i), (ii) and (iii) above) as could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



          8.17 Patents, Licenses, Franchises and Formulas. Each Credit Party owns, or has the right to
use, all material patents, trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, and has obtained assignments of all leases and other rights of whatever
nature, necessary for the present conduct of its business, without any known conflict with the
rights of others, except for such failures and conflicts which could not, either individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.



          8.18 Indebtedness. Schedule VI sets forth a list of all Indebtedness (excluding the
Obligations and other items of Indebtedness that are permitted by Section 10.04 (other than



-48-









 







under clause (iii) thereof)) of Holdings and its Subsidiaries as of the Effective Date and which is
to remain outstanding after giving effect to the Transaction (the “Existing Indebtedness”),
in each case showing the approximate aggregate principal amount thereof and the name of the
borrower and any other entity which directly or indirectly guarantees such debt.



          8.19 Insurance. The Company has previously delivered to the Administrative Agent a list of
all insurance maintained by each Credit Party as of the Effective Date, with the amounts insured
(and any deductibles) set forth therein.



          8.20 Properties. The Credit Parties have good and marketable title to all Collateral owned
by them, including all property reflected in the balance sheets referred to in Section
8.05(a) (except as sold or otherwise disposed of since the date of such balance sheet in the
ordinary course of business or as permitted by the terms of this Agreement or otherwise with the
consent of the Required Lenders), free and clear of all Liens, other than Permitted Liens.



          8.21 Legal Names; Type of Organization (and Whether a Registered Organization); Jurisdiction
of Organization; etc. Schedule VII sets forth, as of the Effective Date, the legal name,
the type of organization, the jurisdiction of organization and the organizational identification
number (if any) of each Credit Party and whether or not such Credit Party is a registered
organization.



          8.22 Concerning the Mortgaged Vessels. Each Mortgaged Vessel (other than those in lay-up) is
operated in compliance with all applicable law, rules and regulations (except where the failure to
so comply could not reasonably be expected to have a Material Adverse Effect). Each Mortgaged
Vessel is owned by a Borrower or a Subsidiaries Guarantor.



          8.23 Citizenship. Each Credit Party which owns or operates one or more Mortgaged Vessels is,
or will be, qualified to own and operate such Mortgaged Vessels under the laws of a Permitted Flag
Jurisdiction (as defined in the Senior Notes Indenture as in effect on the Effective Date).



          8.24 Vessel Classification. Each Mortgaged Vessel is classified with a classification
society listed on Schedule III hereto or another internationally recognized classification
society reasonably acceptable to the Administrative Agent, free of any conditions or
recommendations, other than as permitted, or will be permitted, under the Vessel Mortgages.



          8.25 No Immunity. Holdings does not, nor does any other Credit Party or any of their
respective properties, have any right of immunity on the grounds of sovereignty or otherwise from
the jurisdiction of any court or from setoff or any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of any jurisdiction. The execution and delivery of the Credit Documents by the Credit
Parties and the performance by them of their respective obligations thereunder constitute
commercial transactions.



          8.26 Fees and Enforcement. No fees or taxes, including, without limitation, stamp,
transaction, registration or similar taxes, are required to be paid to ensure the legality,
validity, or enforceability of this Agreement or any of the other Credit Documents other than
recording taxes which have been, or will be, paid as and to the extent due. The choice of the



-49-









 







laws
of the State of New York as set forth in the Credit Documents which are stated to be governed by
the laws of the State of New York is a valid choice of law, and the irrevocable submission by each
Credit Party to jurisdiction and consent to service of process and, where
necessary, appointment by such Credit Party of an agent for service of process, in each case
as set forth in such Credit Documents, is legal, valid, binding and effective.



          8.27 Form of Documentation. Each of the Credit Documents is in proper legal form under the
laws of the applicable Permitted Flag Jurisdiction for the enforcement thereof under such laws,
subject only to such matters which may affect enforceability arising under the law of the State of
New York. To ensure the legality, validity, enforceability or admissibility in evidence of each
such Credit Document in the applicable Permitted Flag Jurisdiction, it is not necessary that any
Credit Document or any other document be filed or recorded with any court or other authority in the
applicable Permitted Flag Jurisdiction, except as have been made, or will be made, in accordance
with Section 9.11(c).



          Section 9. Affirmative Covenants. Holdings and the Borrower hereby covenant and agree that
on and after the Effective Date and until the Total Commitment has been terminated and no Notes are
outstanding and all Loans, together with interest, fees and all other Obligations (other than
indemnities described in Section 14.13 which are not then due and payable) incurred
hereunder and thereunder, are paid in full:



          9.01 Information Covenants. Holdings will furnish to the Administrative Agent:



          (a) Quarterly Financial Statements. Within 45 days after the close of the first
three quarterly accounting periods in each fiscal year of Holdings (i) (x) the consolidated balance
sheet of the Parent and its Subsidiaries as at the end of such quarterly accounting period and the
related consolidated statements of income and retained earnings and statement of cash flows for
such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last
day of such quarterly accounting period, in each case setting forth comparative figures for the
corresponding quarterly accounting period in the prior fiscal year and comparable budgeted figures
for such quarterly accounting period as set forth in the respective budget delivered pursuant to
Section 9.01(d), (y) in a footnote to the consolidated balance sheet of the Parent and its
Subsidiaries, quarterly unaudited condensed consolidated financial information of Holdings and
unaudited condensed unconsolidated financial information of the Borrower for the same periods, in
addition to the financial information required to comply with Rule 3-10 of Regulation S-X under the
Securities Act, all of which shall be certified by the chief financial officer of the Parent that
they fairly present in all material respects in accordance with GAAP the financial condition of the
Parent and its Subsidiaries as of the dates indicated and the results of their operations for the
periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and
(z) management’s discussion and analysis of the important operational and financial developments
during such quarterly accounting period and (ii) the consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such quarterly accounting period and the related consolidated
statements of income and retained earnings and statement of cash flows for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the last day of such
quarterly accounting period, in each case setting forth comparative figures for the corresponding
quarterly accounting period in the prior fiscal year, all



-50-









 







of which shall be certified by the chief
financial officer of the Borrower that they fairly present in all material respects in accordance
with GAAP the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods
indicated, subject to normal year-end audit adjustments and the absence of footnotes.



          (b) Annual Financial Statements. Within 90 days after the close of each fiscal year
of Holdings (i) (x) the consolidated balance sheets of the Parent and its Subsidiaries as at the
end of such fiscal year and the related consolidated statements of income and retained earnings and
cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year
and, in the case of the balance sheets of the Parent and related statements of income and retained
earnings and cash flows, certified on an unqualified basis (whether as to scope of audit, going
concern or otherwise) by PricewaterhouseCoopers or other independent certified public accountants
of recognized national standing reasonably acceptable to the Administrative Agent, and, so long as
not contrary to the then current recommendations of the American Institute of Certified Public
Accountants, accompanied by a report of such accounting firm stating that in connection with its
regular audit of the financial statements of the Parent and its Subsidiaries, which audit was
conducted in accordance with generally accepted auditing standards, no Default or Event of Default
relating to financial or accounting matters which has occurred and is continuing has come to the
attention of such accounting firm or, if in the opinion of such accounting firm such a Default or
Event of Default has occurred and is continuing, a statement as to the nature thereof (it being
understood that such accounting firm shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violations), (y) in a footnote to the consolidated
financial statements of the Parent and its Subsidiaries, annual audited condensed consolidated
financial information of Holdings and audited condensed unconsolidated financial information of the
Borrower for the same periods, in addition to the financial information required to comply with
Rule 3-10 of Regulation S-X under the Securities Act and (z) management’s discussion and analysis
of the important operational and financial developments during such fiscal year and (ii) the
consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such fiscal year
and the related consolidated statements of income and retained earnings and cash flows for such
fiscal year setting forth comparative figures for the preceding fiscal year and, in the case of the
balance sheets of the Borrower and related statements of income and retained earnings and cash
flows, certified by the chief financial officer of the Borrower that they fairly present in all
material respects in accordance with GAAP the financial condition of the Borrower and its
Subsidiaries as of the dates indicated and the results of their operations for the periods
indicated.



          (c) Management Letters. Promptly after any Credit Party’s receipt thereof, a copy of
any “management letter” received from its certified public accountants and management’s response
thereto.



          (d) Budgets. No later than 30 days following the first day of each fiscal year of
Holdings (beginning with Holdings’ fiscal year commencing on January 1, 2010), a budget in form
reasonably satisfactory to the Administrative Agent (including budgeted statements of income for
Holdings and its Subsidiaries on a consolidated basis) (i) for each of the four quarters of such
fiscal year prepared in detail and (ii) for the three immediately succeeding fiscal years prepared
in summary form, in each case setting forth, with appropriate discussion, the principal assumptions
upon which such budget is based.



-51-









 





          (e) Officer’s Certificates. At the time of the delivery of the financial statements
provided for in Sections 9.01(a) and 9.01(b), a compliance certificate from the
chief financial officer or managing director of Holdings substantially in the form of Exhibit
E certifying on behalf of Holdings that, to such officer’s knowledge, no Default or Event of
Default has occurred and is continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof.



          (f) Notice of Default, Litigation or Event of Loss. Promptly, and in any event within
three Business Days after Holdings or any of its Subsidiaries obtains knowledge thereof, notice of
(i) the occurrence of any event which constitutes a Default or Event of Default, which notice shall
specify the nature thereof, the period of existence thereof and what action the Borrower proposes
to take with respect thereto, (ii) any litigation or governmental investigation or proceeding
pending or threatened (x) against Holdings or any of its Subsidiaries which, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect or (y) with
respect to any Credit Document, (iii) any event of loss in respect of any Mortgaged Vessel and (iv)
any other event, change or circumstance that has had, or could reasonably be expected to have, a
Material Adverse Effect.



          (g) Environmental Matters. As soon as possible, and in any event within ten Business
Days after, Holdings obtains knowledge thereof, written notice of any of the following
environmental matters occurring after the Effective Date, except to the extent that such
environmental matters could not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect:




     (i) any Environmental Claim pending or threatened in writing against Holdings or any of
its Subsidiaries or any Mortgaged Vessel owned, operated or occupied by the Borrower or any
of its Subsidiaries;




     (ii) any condition or occurrence on or arising from any Vessel owned, operated or
occupied by Holdings or any of its Subsidiaries that (a) results in noncompliance by
Holdings or such Subsidiary with any applicable Environmental Law or (b) could reasonably be
expected to form the basis of an Environmental Claim in excess of $5,000,000 against
Holdings or any of its Subsidiaries or any Mortgaged Vessel;




     (iii) any condition or occurrence on any Mortgaged Vessel owned, operated or occupied
by Holdings or any other Credit Party that could reasonably be expected to cause such
Mortgaged Vessel to be subject to any restrictions on the ownership, occupancy, use or
transferability by Holdings or such Subsidiary of such Mortgaged Vessel under any
Environmental Law; and




     (iv) the taking of any removal or remedial action in response to the Release of any
Hazardous Material on any Mortgaged Vessel owned, operated or occupied by Holdings or any of
its Subsidiaries as required by any Environmental Law or any governmental or other
administrative agency; provided that in any event the Borrower shall deliver to the
Administrative Agent all notices received by Holdings or any of its Subsidiaries from any
government or governmental agency under, or pursuant to,



-52-









 







CERCLA or OPA which identify Holdings or any of its Subsidiaries as potentially
responsible parties for remediation costs or otherwise notify Holdings or any of its
Subsidiaries of potential liability under CERCLA or OPA, as the case may be.


All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and Holdings’ or such Subsidiary’s response
thereto. In addition, the Borrower will provide the Administrative Agent such reasonable
additional information as may be requested by the Administrative Agent or the Required Lenders.




          (h) Senior Notes Documentation. Promptly upon the delivery thereof, copies of any
notice, certificate, opinion or other related document is delivered to the Senior Notes Trustee or
the Collateral Agent pursuant to the Senior Notes Documentation.



          (i) Appraisal Reports. Together with the balance sheets delivered pursuant to
Section 9.01(b), Appraisals for each Mortgaged Vessel of recent date from two Approved
Appraisers. All such Appraisals shall be conducted by, and made at the expense of, the Borrower.



          (j) Other Information. Promptly after the filing or delivery thereof, copies of any
filings and registrations with, and reports to, the SEC by the Borrower or any of its Subsidiaries
which are Credit Parties and copies of all financial statements, proxy statements, notices and
reports as the Borrower or any of its Subsidiaries which are Credit Parties shall send generally to
holders of their capital stock or of any of its Indebtedness, in their capacity as such holders (to
the extent not theretofore delivered to the Lenders pursuant to this Agreement) and, with
reasonable promptness, such other information or documents (financial or otherwise) as the
Administrative Agent on its own behalf or on behalf of the Required Lenders may reasonably request
from time to time.



          9.02 Books, Records and Inspections. Holdings will, and will cause each other Credit Party
to, keep proper books of record and account in which full, true and correct entries, in conformity
in all material respects with GAAP and all requirements of law, shall be made of all dealings and
transactions in relation to its business. Holdings will, and will cause each other Credit Party
to, permit officers and designated representatives of the Administrative Agent and the Lenders as a
group to visit and inspect, under guidance of officers of Holdings or any Credit Party, any of the
properties of the Credit Parties, and to examine the books of account of the Credit Parties and
discuss the affairs, finances and accounts of the Credit Parties with, and be advised as to the
same by, its and their officers and independent accountants, all upon reasonable advance notice and
at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or
such Lender may request; provided that, so long as no Event of Default has occurred and is
continuing, such visits, inspections and examination shall occur no more frequently that once per
calendar year.



          9.03 Maintenance of Property; Insurance. Holdings will, and will cause each other Credit
Party to, (i) keep all material property necessary in its business in good working order and
condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted), (ii)
maintain insurance on the vessels owned by Holdings and its Subsidiaries in at



-53-









 







least such amounts and against at least such risks as are in accordance with normal industry
practice for similarly situated insureds and (iii) furnish to the Administrative Agent, at the
written request of the Administrative Agent or any Lender, a complete description of the material
terms of insurance carried. In addition to the requirements of the immediately preceding sentence,
the Borrower will at all times (x) cause insurance of the types and in the amounts described in
Schedule XII hereto to be maintained and (y) comply with the insurance requirements of the
Vessel Mortgages, the other Security Documents and the Senior Notes Indenture (as in effect on the
Effective Date and without giving effect to any amendment, modification, supplement or waiver
thereto) and to cause the Administrative Agent and the Lenders to be additional insureds under its
insurance policies.



          9.04 Existence; Franchises. Holdings will, and will cause each other Credit Party, to do, or
cause to be done, all things necessary to preserve and keep in full force and effect its existence
and its material rights, franchises, licenses and patents (if any) used in its business;
provided, however, that nothing in this Section 9.04 shall prevent (i)
sales or other dispositions of assets, consolidations, mergers, dissolutions or liquidations by or
involving Holdings or any other Credit Party which are permitted in accordance with Section
10.02 or (ii) the withdrawal by Holdings or any other Credit Party of its qualification as a
foreign corporation, partnership, or limited liability company, as the case may be, in any
jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



          9.05 Compliance with Statutes, etc. Holdings will, and will cause each of its Subsidiaries
to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business
and the ownership of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except such non-compliances as
could not, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



          9.06 Compliance with Environmental Laws. Holdings will, and will cause each of its
Subsidiaries to, comply with all applicable Environmental Laws, except such non-compliances as
could not, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, comply in all material respects with all Mortgaged Vessel permits issued pursuant
to Environmental Laws applicable to, or required by, the ownership or use of any Mortgaged Vessel
now or hereafter owned, operated or occupied by the Borrower or any of its Subsidiaries (except
such non-compliances as could not, either individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect), and will pay or cause to be paid all costs and expenses
incurred in connection with maintaining such compliance (except to the extent being contested in
good faith), and will keep or cause to be kept each such Mortgaged Vessel free and clear of any
Liens imposed pursuant to such Environmental Laws (other than Liens arising from any cost or other
obligation arising under Environmental Law that Holdings or such Subsidiary is contesting in good
faith). Neither Holdings nor any of its Subsidiaries will generate, use, treat, store, release or
dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous
Materials on any Mortgaged Vessel now or hereafter owned or operated or occupied by Holdings or any
of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from
any ports or Mortgaged Vessels except in compliance in all material respects with all applicable
Environmental Laws. The Borrower will,



-54-









 







and will cause each of its Subsidiaries to, maintain insurance on the Mortgaged Vessels in at
least such amounts as are in accordance with normal industry practice for similarly situated
insureds, against losses from oil spills and other environmental pollution.



          9.07 ERISA. As soon as possible and, in any event, within ten (10) days after Holdings, any
Subsidiary of Holdings or any ERISA Affiliate knows or has reason to know of the occurrence of any
of the following, the Borrower will deliver to each of the Lenders a certificate of the chief
financial officer of the Borrower setting forth the full details as to such occurrence and the
action, if any, that Holdings, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given or filed by Holdings, such
Subsidiary or ERISA Affiliate to or with any government agency, or a Plan participant and any
notices received by such Credit Party or ERISA Affiliate from any government agency, or a Plan
participant with respect thereto: that any contribution required to be made with respect to a Plan
or Foreign Pension Plan has not been timely made; or that Holdings or any Subsidiary of Holdings
may incur any material liability pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan, or with respect
to a group health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the Code or
45 Code of Federal Regulations Section 160.103) under Section 4980B of the Code and/or the Health
Insurance Portability and Accountability Act of 1996. Upon request by the Administrative Agent or
any Lender, the Borrower will deliver to the Administrative Agent or each such Lender, as the case
may be, a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each
Plan (including, to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and information) required to be
filed with the Internal Revenue Service and all communications received by Holdings, any Subsidiary
of Holdings or any ERISA Affiliate from the IRS or any other government agency with respect to each
Plan of Holdings, any Subsidiary of Holdings or any ERISA Affiliate. In addition to any
certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of
any records, documents or other information required to be furnished to any government agency, and
any notices received by Holdings, any Subsidiary of Holdings or any ERISA Affiliate with respect to
any Plan or Foreign Pension Plan from any government or governmental agency shall be delivered to
the Lenders no later than ten (10) days after the date such records, documents and/or information
has been furnished to any government agency or such notice has been received by Holdings, such
Subsidiary or the ERISA Affiliate, as applicable. Holdings and each of its applicable Subsidiaries
shall ensure that all Foreign Pension Plans administered by it obtain or retain (as applicable)
registered status under and as required by applicable law and are administered in a timely manner
in all respects in compliance with all applicable laws except where the failure to do any of the
foregoing would not be reasonably likely to result in a Material Adverse Effect.



          9.08 End of Fiscal Years. Holdings will cause each of its, and each of its Subsidiaries’ (x)
fiscal years to end on December 31st of each year and (y) fiscal quarters to end on March 31, June
30, September 30, and December 31.



          9.09 Performance of Obligations. Holdings will, and will cause each of its Subsidiaries to,
perform all of its obligations under the terms of each mortgage, indenture,



-55-









 







security agreement, loan agreement or credit agreement and each other agreement, contract or
instrument by which it is bound, except such non-performances as could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.



          9.10 Payment of Taxes. Holdings will, and will cause each other Credit Party to, pay and
discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, in each case on a timely basis, and all
lawful claims which, if unpaid, might become a Lien or charge upon any properties of any Credit
Party not otherwise permitted under Section 10.01(i); provided that no Credit Party
shall be required to pay any such tax, assessment, charge, levy or claim which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP.



          9.11 Additional Security; Additional Guarantors; Further Assurances. (a) Holdings will, and
will cause each other Credit Party to, at any time and from time to time, at the expense of the
Borrower or such other Credit Party, promptly execute and deliver all further instruments and
documents, and take all further action, that may be reasonably necessary, or that the
Administrative Agent may reasonably require, to perfect and protect any Lien granted or purported
to be granted under the Security Documents, or to enable the Collateral Agent to exercise and
enforce its rights and remedies with respect to any Collateral. Without limiting the generality of
the foregoing, each Credit Party will execute and file, or cause to be filed, such financing or
continuation statements under the UCC (or any non-U.S. equivalent thereto), or amendments thereto,
such amendments or supplements to the Vessel Mortgages (including any amendments required to
maintain Liens granted by such Vessel Mortgages), and such other instruments or notices, as may be
reasonably necessary, or that the Administrative Agent may reasonably require, to protect and
preserve the Liens granted or purported to be granted hereby and by the other Credit Documents.



          (b) Each Credit Party hereby authorizes the Collateral Agent to file one or more financing or
continuation statements under the UCC (or any non-U.S. equivalent thereto), and amendments thereto,
relative to all or any part of the Collateral without the signature of such Credit Party, where
permitted by law. The Collateral Agent will promptly send such Credit Party a copy of any
financing or continuation statements which it may file without the signature of such Credit Party
and the filing or recordation information with respect thereto.



          (c) Holdings will cause each Subsidiary of the Parent which guarantees, or provides any
collateral security for, the Senior Notes that is created or acquired after the Effective Date to
promptly execute and deliver a counterpart to the Subsidiaries Guaranty, the Collateral Agency and
Intercreditor Agreement (if applicable) and each applicable Security Document and, in connection
therewith, promptly execute and deliver all further instruments, and take all further action, that
the Administrative Agent may reasonably require (including, without limitation, the provision of
officers’ certificates, resolutions, good standing certificates and opinions of counsel), in each
case to the reasonable satisfaction of the Administrative Agent.



          (d) Holdings will, and will cause each of its Subsidiaries to, grant a pari passu security
interest securing the Obligations in any Collateral granted to secure the Senior Notes (including,
without limitation, any Collateral granted pursuant to Section 4.18, Section 4.19
or



-56-









 




Section 4.25 of the Senior Notes Indenture) and in connection therewith shall provide the
Administrative Agent with (x) opinions of counsel covering such matters as the Administrative Agent
shall reasonably request and (y) copies of all documents and agreements delivered to the Collateral
Agent and/or the Senior Notes Trustee with respect thereto.




          9.12 Use of Proceeds. The Borrower will use the proceeds of the Loans only as provided in
Section 8.08.



          9.13 Flag of Mortgaged Vessels; Vessel Classifications; Management. (a) The Borrower will,
and will cause each of its Subsidiaries (x) to comply with the requirements of Section 4.26
of the Senior Notes Indenture (as in effect as the Effective Date and without giving effect to any
amendment, modification, supplement or waiver thereto) and (y) not to change the flag of any
Mortgaged Vessel without the prior written consent of the Required Lenders (such consent not to be
unreasonably withheld).



          (b) The Borrower will, and will cause each of its Subsidiaries to, insure that the
representation set forth in Section 8.24 is true and correct in all respects.



          Section 10. Negative Covenants. Holdings hereby covenants and agrees that on and after the
Effective Date and thereafter for so long as this Agreement is in effect and until all the Total
Commitment has been terminated, no Notes are outstanding and all Loans, together with interest,
fees and all other Obligations (other than any indemnities described in Section 14.13 which
are not then due and payable) incurred hereunder and thereunder, are paid in full:



          10.01 Liens. Holdings will not, and will not permit any Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon or with respect to (i) any Collateral, other than Permitted
Collateral Liens and (ii) any other assets, other than Permitted Liens. Any Lien securing the
Senior Notes shall also secure the Obligations on a pari passu basis.



          10.02 Merger, Consolidation or Sale of Assets, Etc. (a) Holdings will, and will cause its
Subsidiaries to comply with the requirements of Section 5.01 of the Senior Notes Indenture (as in
effect on the Effective Date and without giving effect to any amendment, modification, supplement
or waiver thereto), provided that (x) all references to “Default” or “Event of Default” under said
Section shall be deemed to be references to Default or Event of Default under this Agreement and
(y) all requirements that a Person assumes obligations under the Senior Notes Indenture and related
documents under said Section shall be deemed to require that such Person assumes obligations under
the Credit Documents.



          (b) Holdings will not, and will not permit any Subsidiary to, consummate any Asset Sale
(including a Collateral Disposition) unless (x) such Asset Sale is permitted pursuant to Sections
4.10 and 4.11, as applicable, of the Senior Notes Indenture (as in effect on the Effective Date and
without giving effect to any amendment, modification, supplement or waiver thereto) and, (y) the
requirements of such Sections and with Section 4.24 of the Senior Notes Indenture (as so in effect)
with respect to thereto are fully complied with.



          (c) Holdings will not, and will not permit any of its Subsidiaries to, receive Refund Proceeds
or Net Event of Loss Proceeds (as each such term is defined in the Senior



-57-









 







Notes Indenture as in effect on the Effective Date and without giving effect to any amendment,
modification, supplement or waiver thereto) unless the provisions of Section 4.10 of the
Senior Notes Indenture (as in effect) with respect thereto are fully complied with.



          10.03 Dividends. Holdings shall not, and shall not permit any of its Subsidiaries to,
authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except
that:




     (i) any Subsidiary of Holdings may pay Dividends to its parent company (including
Holdings) and any Subsidiary of Holdings; and




     (ii) Holdings may pay Dividends to its parent company; provided that in each
case no Default or Event of Default exists at the time of such payment or after giving
effect thereto.



          10.04 Indebtedness. Holdings shall not, and shall not permit any of its Subsidiaries to,
incur, assume or suffer to exist any Indebtedness, except:




     (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;




     (ii) Indebtedness (x) pursuant to the Existing Intercompany Indebtedness,
provided that the obligations of Holdings thereunder are subordinated to the
Obligations of Holdings under this Agreement substantially on the terms set forth in
Exhibit H and (y) constituting intercompany loans or advances from Holdings or any
Subsidiary of Holdings to Holdings or any Subsidiary of Holdings so long as such
intercompany loans or advances owed by a Credit Party are subordinated to the Obligations
substantially on the terms set forth in Exhibit H;




     (iii) Existing Indebtedness and any refinancings thereof provided that the
principal amount thereof is not increased;




     (iv) Indebtedness of Holdings or any of its Subsidiaries represented by Capitalized
Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or cost of design,
construction, installation or improvement of property, plant or equipment used in the
business of Holdings and its Subsidiaries (other than any Mortgaged Vessel, Newbuild Vessel
or Option Vessel (as defined in the Senior Notes Indenture), in an aggregate principal
amount, including any Indebtedness incurred pursuant to this clause (iv), not to exceed $25
million at any time outstanding;




     (v) Indebtedness of Holdings or any Subsidiary of Holdings with respect to performance
bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of
business or in connection with the enforcement of rights or claims of Holdings Borrower or
any of its Subsidiaries, provided that the aggregate outstanding amount of all such
performance bonds, surety bonds, appeal bonds and customs bonds permitted by this subsection
(ix) shall not at any time exceed $10,000,000;



-58-









 






     (vi) Indebtedness under operating leases entered into in the ordinary course of
business;




     (vii) Indebtedness consisting of the financing of insurance premiums;




     (viii) Indebtedness consisting of performance guarantees made by Holdings or any of its
Subsidiaries in the ordinary course of business;




     (ix) Indebtedness under (x) Interest Rate Protection Agreements which are
nonspeculative in nature and are entered into with respect to other Indebtedness permitted
to remain outstanding or be incurred, as the case may be, pursuant to this Section
10.04, and (y) Indebtedness evidenced by Other Hedging Agreements entered into in the
ordinary course of business so long as each such Other Hedging Agreement is non-speculative
in nature;




     (x) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently drawn against insufficient funds, so long
as such Indebtedness is covered within five Business Days;




     (xi) Indebtedness in respect of workers’ compensation claims, payment obligations in
connection with health or other types of social security benefits, unemployment or other
insurance or self-insurance obligations, statutory obligations, bankers’ acceptances or
similar obligations in the ordinary course of business (other than, in each case, any
obligation for borrowed money);




     (xii) additional Indebtedness of Holdings or any of its Subsidiaries in an aggregate
principal amount (or accreted value, as applicable) at any time outstanding not to exceed
$10,000,000;




     (xiii) Indebtedness arising from agreements of Holdings or any of its Subsidiaries
providing indemnification, adjustment of purchase price, earn outs or similar obligations,
in each case, incurred or assumed in connection with the disposition or acquisition of any
business, assets or a Subsidiary Guarantor in accordance with the terms of this Agreement,
other than Indebtedness or guarantees of Indebtedness incurred or assumed by any Person
acquiring all or any portion of such business, assets or Subsidiary Guarantor for the
purpose of financing such acquisition, in an aggregate principal amount at any time
outstanding not to exceed $5,000,000; provided, however, (A) such Indebtedness is not
reflected as a liability on the balance sheet of Holdings or any of its Subsidiaries, (B) in
the case of any disposition, the maximum liability therefor will not exceed the gross cash
proceeds actually received by Holdings or any of its Subsidiaries in connection with such
disposition, and (C) such Indebtedness does not constitute an intercompany loan (other than
an intercompany loan owing to Holdings or its Subsidiaries); and




     (xiv) Indebtedness of the Borrower and the Guarantors under the Senior Notes Indenture
in an aggregate principal amount not to exceed at any one time outstanding $400,000,000 less
the aggregate principal amount of the Senior Notes redeemed, repurchased or otherwise
retired.



-59-









 





          10.05 Transactions
with Affiliates. Holdings will not, and will not permit any of its
Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate of
Holdings or any of its Subsidiaries, other than in the ordinary course of business and on terms and
conditions substantially as favorable to Holdings or such Subsidiary as would reasonably be
obtained by Holdings or such Subsidiary at that time in a comparable arm’s-length transaction with
a Person other than an Affiliate, except that the following in any event shall be permitted:




     (i) Dividends permitted by Section 10.03;




     (ii) loans, including intercompany loans, may be made and other transactions (including
the incurrence of Contingent Obligations) may be entered into by Holdings and its
Subsidiaries to the extent permitted by Section 10.04 and Section 10.08;




     (iii) customary fees may be paid to non-officer directors of Holdings and its
Subsidiaries;




     (iv) Holdings and its Subsidiaries may enter into, and may make payments under,
employment agreements, employee benefits plans, stock option plans, indemnification
provisions and other similar compensatory arrangements (including arrangements made with
respect to bonuses) with officers, employees and directors of Holdings and its Subsidiaries
in the ordinary course of business;




     (v) Holdings and its Subsidiaries may enter into employment agreements or arrangements
with their respective officers and employees in the ordinary course of business;




     (vi) other transactions existing on the Effective Date and set forth on Schedule
VIII;




     (vii) transactions by and between the Credit Parties; and




     (viii) transactions by and between Subsidiaries of Holdings that are not Credit
Parties.



          10.06
Limitations on Investments. Holdings will not and will not permit any of its
Subsidiaries to, lend money or credit or make advances to or guarantee the Obligations of or
purchase or acquire any stock, obligations or securities of, or any other Equity Interests in or
make any capital contribution to (each of the foregoing an “Investment” and, collectively,
the “Investments”) the Parent or any Subsidiary of the Parent (other than Holdings or any
of its Subsidiaries) if at the time such Investment is made Holdings would not be permitted to pay
a Dividend to its parent company pursuant to Section 10.03(ii).



          10.07
Limitation on Modifications of Certificate of Incorporation and By-Laws; etc. The
Borrower will not, and will not permit any Subsidiaries Guarantor to amend, modify or change its
certificate of incorporation, certificate of formation (including, without limitation, by the
filing or modification of any certificate of designation), by-laws, limited liability company
agreement, partnership agreement (or equivalent organizational documents) or any agreement entered
into by it with respect to its capital stock or membership interests (or equivalent equity



-60-









 







interests), or enter into any new agreement with respect to its capital stock or membership
interests (or equivalent interests), other than any amendments, modifications or changes or any
such new agreements which are not materially adverse to the interests of the Lenders.



          10.08
Limitation on Certain Restrictions on Subsidiaries. Holdings will not, and will not
permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to
(a) pay dividends or make any other distributions on its capital stock or any other interest or
participation in its profits owned by Holdings or any of its Subsidiaries, or pay any Indebtedness
owed to Holdings or any of its Subsidiaries, (b) make loans or advances to Holdings or any of its
Subsidiaries or (c) transfer any of its properties or assets to Holdings or any of its
Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i)
applicable law, (ii) this Agreement and the other Credit Documents, the Parent Credit Agreement,
the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) customary provisions
restricting subletting or assignment of any lease governing any leasehold interest of Holdings or
any of its Subsidiaries, (iv) customary provisions restricting assignment of any agreement entered
into by Holdings or any of its Subsidiaries in the ordinary course of business and (v) any holder
of a Lien may restrict the transfer of the asset or assets subject thereto.



          10.09
Business. Holdings will not, and will not permit any of its Subsidiaries to, engage in
any business other than any business conducted by the Credit Parties and their Subsidiaries on the
Effective Date and any other business or activities as may be substantially similar, incidental or
related thereto.



          10.10
ERISA. Holdings will not, and will not permit any of its Subsidiaries, nor any ERISA
Affiliate, to (i) engage in any “prohibited transaction” within the meaning of Section 406 of ERISA
or Section 4975 of the Code which could result in a material liability for the Borrower or any of
its Subsidiaries; or (ii) sponsor, maintain, make contributions to or incur liabilities in respect
of any Plan which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the
Code.



          10.11
Voluntary Prepayments, Etc. of Senior Notes; Amendments of Senior Notes Documentation.
(a) The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly,
voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner (it being understood that payments of regularly scheduled principal and
interest, fees and legal expenses, as well as mandatory prepayments shall be permitted) the Senior
Notes unless a corresponding pro rata reduction in the Total Commitment is made
pursuant to Section 4.03 and, to the extent that the Aggregate Exposure exceeds the Total
Commitment after giving effect thereto, repays on such date the principal of Loans and/or cash
collateralizes the Letter of Credit in an amount equal to such excess as provided in Section
5.02(b).



          (b) The Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, amend, modify or change any term or condition of any documentation related to the
Senior Notes, including, but not limited to the Senior Notes Documentation, except in a manner that
would not materially adversely affect the Lenders.



-61-









 





          10.12
Substitution of Collateral. Holdings will not, and will not permit any of its
Subsidiaries to, exercise the right to substitute Collateral pursuant to clause (b) of the first
sentence of Section 4.24 of the Senior Notes Indenture if an Event of Default then exists
at the time such right is exercised.



          
Section 11. Events of Default. Upon the occurrence of any of the following specified events
(each an “Event of Default”):



          11.01
Payments. The Borrower shall (i) default in the payment when due of any principal of
any Loan or any Note or (ii) default, and such default shall continue unremedied for three or more
Business Days, in the payment when due of any interest on any Loan or Note, or any fees or any
other amounts owing hereunder or thereunder; or



          11.02
Representations, etc. Any representation, warranty or statement made or deemed made by
any Credit Party herein or in any other Credit Document or in any certificate delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date as of which made or
deemed made; or



          11.03
Covenants. Holdings or any of its Subsidiaries shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in Sections
9.01(a), 9.01(b), 9.01(e), 9.03 and 9.11(c) (other than clause
(i) and (ii) thereof), inclusive, or Section 10 or (ii) default in the due performance or
observance by it of any other term, covenant or agreement (other than those referred to in
Sections 11.01, 11.02 or clause (i) of this Section 11.03) contained in
this Agreement and, in the case of this clause (ii), such default shall continue unremedied for a
period of 30 days after written notice to the defaulting party by the Administrative Agent or the
Required Lenders; or



          11.04
Default Under Other Agreements. (i) The Parent or any of the Holdco Guarantors or any
of Holdings’ Subsidiaries shall default in any payment of any Indebtedness (other than the
Obligations, the Existing Intercompany Indebtedness and any other intercompany loans) beyond the
period of grace, if any, provided in the instrument or agreement under which such Indebtedness was
created or (ii) the Parent or any of the Holdco Guarantors or any of Holdings’ Subsidiaries shall
default in the observance or performance of any agreement or condition relating to any Indebtedness
(other than the Obligations, the Existing Intercompany Indebtedness and any other intercompany
loans) or contained in any instrument or agreement evidencing, securing or relating thereto,
including, without limitation, the Senior Note Indenture, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to cause, or to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity, provided that it shall not be a
Default or Event of Default under this Section 11.04 unless the aggregate principal amount
of all Indebtedness as described in preceding clauses (i) through (ii), inclusive, is at least
$10,000,000; or



          11.05
Bankruptcy, etc. (i) The Parent or any of the Holdco Guarantors or any of Holdings’
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States
Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto



-62-









 







(the “Bankruptcy Code”); or an involuntary case is commenced against the Parent or any
of the Holdco Guarantors or any of Holdings’ Subsidiaries and the petition is not controverted
within 10 days after service of summons, or is not dismissed within 60 days, after commencement of
the case; or (ii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of the Parent or any of the Holdco Guarantors or any
of Holdings’ Subsidiaries or (iii) the Parent or any of the Holdco Guarantors or any of their
Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Parent or any of the Holdco Guarantors or any of
Holdings’ Subsidiaries or there is commenced against the Parent or any of the Holdco Guarantors or
any of Holdings’ Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or (iv) the Parent or any of the Holdco Guarantors or any of their Subsidiaries is
adjudicated insolvent or bankrupt; or (v) any order of relief or other order approving any such
case or proceeding is entered; or (vi) the Parent or any of the Holdco Guarantors or any of
Holdings’ Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a period of 60 days; or
(vii) the Parent or any of the Holdco Guarantors or any of Holdings’ Subsidiaries makes a general
assignment for the benefit of creditors; or (viii) any corporate action is taken by the Parent or
any of the Holdco Guarantors or any of Holdings’ Subsidiaries for the purpose of effecting any of
the foregoing; or



          11.06
ERISA. (a) A contribution required to be made with respect to a Plan or a Foreign
Pension Plan is not timely made, or the Parent, the Holdco Guarantors or any of its Subsidiaries
has incurred or is reasonably likely to incur liabilities pursuant to one or more employee welfare
benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or Plans or Foreign Pension
Plans, or the Borrower or any of its Subsidiaries has incurred or is reasonably likely to incur any
liability on account of a group health plan (as defined in Section 607(1) of ERISA, Section 4980
B(g)(2) of the Code or 45 Code of Federal Regulations Sections 160.103) under Section 4980B of the
Code and/or the Health Insurance Portability and Accountability Act of 1996; (b) there shall result
from any such event or events the imposition of a lien, the granting of a security interest, or a
liability or a material risk of incurring a liability; and (c) such lien, security interest or
liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had,
or could reasonably be expected to have, a Material Adverse Effect; or



          11.07
Security Documents. At any time after the execution and delivery thereof, any of the
Security Documents shall cease to be in full force and effect, or shall cease to give the
Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges
purported to be created thereby (including, without limitation, a perfected security interest in,
and Lien on, all of the Collateral), in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons to the extent required by the Security Documents and the Collateral
Agency and Intercreditor Agreement (except in connection with Permitted Collateral Liens), and
subject to no other Liens (except Permitted Collateral Liens); or



          11.08
Guaranties. Any Guaranty or any provision thereof shall cease to be in full force and
effect, or any Guarantor or any Person acting by or on behalf of such Guarantor



-63-









 







shall deny or disaffirm such Guarantor’s obligations under the relevant Guaranty or any
Guarantor shall default in the due performance or observance of any term, covenant or agreement on
its part to be performed or observed pursuant to any Guaranty; or



          11.09 Judgments. One or more judgments or decrees shall be entered against the Parent or any
of the Holdco Guarantors or any of Holdings’ Subsidiaries involving in the aggregate for the Parent
or any of the Holdco Guarantors and Holdings’ Subsidiaries a liability (not paid or fully covered
by a reputable and solvent insurance company) and such judgments and decrees either shall be final
and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any
period of 60 consecutive days, and the aggregate amount of all such judgments, to the extent not
covered by insurance, equals or exceeds $5,000,000; or



          11.10
Change of Control. A Change of Control shall occur; or



          11.11
Parent Credit Agreement. An “Event of Default” under and as defined in the Parent
Credit Agreement shall have occurred and be continuing; or



          11.12 Special Repurchase Offer. The Borrower is required to make a “Special
Repurchase Offer” under and as defined in the Senior Notes Indenture;


then, and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by
written notice to the Borrower, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims
against any Credit Party (provided that, if an Event of Default specified in Section
11.05 shall occur, the result which would occur upon the giving of written notice by the
Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Revolving Loan Commitments
terminated, whereupon all Revolving Loan Commitments of each Lender shall forthwith terminate
immediately and any Commitment Commission shall forthwith become due and payable without any other
notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans
and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit that may
be terminated in accordance with its terms; and (iv) enforce, as Collateral Agent, all of the Liens
and security interests created pursuant to the Security Documents.




          Section 12.
Administrative Agent.



          12.01 Appointment. (a) The Lenders hereby irrevocably designate and appoint Nordea Bank
Finland plc, New York Branch, as Administrative Agent (for purposes of this Section 12 and
Section 13.01, the term “Administrative Agent” also shall include Nordea Bank
Finland plc, New York Branch (and/or any of its affiliates) in its capacity as Joint Lead Arranger
and Book Runner in connection with this Agreement and the financings contemplated hereby) to act as
specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and
each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize,
the Administrative Agent to take such action on its behalf under the



-64-









 








provisions of this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the Administrative Agent
by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its respective duties hereunder by or through its officers,
directors, agents, employees or affiliates. Each Lender irrevocably appoints the Administrative
Agent as security trustee on its behalf with regard to (i) the security, powers, rights, titles,
benefits and interests (both present and future) constituted by and conferred on the Lenders or any
of them or for the benefit thereof under or pursuant to any Credit Document (including, without
limitation, the benefit of all covenants, undertakings, representations, warranties and obligations
given, made or undertaken to any Lender in any Credit Document), (ii) all moneys, property and
other assets paid or transferred to or vested in any Lender or any agent of any Lender or received
or recovered by any Lender or any agent of any Lender pursuant to, or in connection with, any
Credit Document whether from any Credit Party or any other Person and (iii) all money, investments,
property and other assets at any time representing or deriving from any of the foregoing, including
all interest, income and other sums at any time received or receivable by any Lender or any agent
of any Lender in respect of the same (or any part thereof). The Administrative Agent hereby
accepts such appointment.



          12.02
Nature of Duties. The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the other Credit
Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees
or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by its or their gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in final and
non-appealable decision). The duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any
Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent any obligations in respect
of this Agreement or any other Credit Document except as expressly set forth herein or therein.



          12.03 Lack of Reliance on the Administrative Agent. Independently and without reliance upon
the Administrative Agent, each Lender and the holder of each Note, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the
financial condition and affairs of the Parent and its Subsidiaries in connection with the making
and the continuance of the Loans and the taking or not taking of any action in connection herewith
and (ii) its own appraisal of the creditworthiness of the Parent and its Subsidiaries and, except
as expressly provided in this Agreement, the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender or the holder of
any Note with any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. The Administrative
Agent shall not be responsible to any Lender or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any document, certificate or
other writing delivered in connection herewith or for the execution, effectiveness, genuineness,
validity, enforceability, perfection, collectibility, priority or sufficiency of this



-65-









 








Agreement or any other Credit Document or the financial condition of the
Parent and its Subsidiaries or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Parent and its Subsidiaries or the existence or
possible existence of any Default or Event of Default.



          12.04 Certain Rights of the Administrative Agent. If the Administrative Agent requests
instructions from the Required Lenders with respect to any act or action (including failure to act)
in connection with this Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the Administrative Agent
shall have received instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither
any Lender nor the holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or refraining from acting
hereunder or under any other Credit Document in accordance with the instructions of the Required
Lenders.



          12.05 Reliance. The Administrative Agent shall be entitled to reasonably rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone
message signed, sent or made by any Person that the Administrative Agent reasonably believed to be
the proper Person, and, with respect to all legal matters pertaining to this Agreement and any
other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by
the Administrative Agent.



          12.06 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is
not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the
Administrative Agent (and any affiliate thereof), in proportion to their respective “percentage” as
used in determining the Required Lenders determined as if there were no Defaulting Lenders), for
and against any and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on,
asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing
its duties hereunder or under any other Credit Document, or in any way relating to or arising out
of this Agreement or any other Credit Document; provided that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or
such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).



          12.07 The Administrative Agent in its Individual Capacity. With respect to its obligation to
make Loans, under this Agreement, the Administrative Agent shall have the rights and powers
specified herein for a “Lender” and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term “Lender,” “Required Lenders,” “holders of
Notes” or any similar terms shall, unless the context clearly indicates otherwise, include the
Administrative Agent in its respective individual capacities. The Administrative Agent and its
affiliates may accept deposits from, lend money to, and generally engage in any kind of banking,
investment banking, trust or other business with, or provide debt



-66-









 







financing, equity capital or other services (including financial advisory services) to any
Credit Party or any Affiliate of any Credit Party (or any Person engaged in a similar business with
any Credit Party or any Affiliate thereof) as if they were not performing the duties specified
herein, and may accept fees and other consideration from any Credit Party or any Affiliate of any
Credit Party for services in connection with this Agreement and otherwise without having to account
for the same to the Lenders.



          12.08
Holders. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer
or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent.
Any request, authority or consent of any Person who, at the time of making such request or giving
such authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.



          12.09
Resignation by the Administrative Agent. (a) The Administrative Agent may resign from
the performance of all its respective functions and duties hereunder and/or under the other Credit
Documents at any time by giving 15 Business Days’ prior written notice to the Lenders and, unless a
Default or an Event of Default under Section 11.05 then exists, the Borrower.



          (b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial
bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be
unreasonably withheld or delayed (provided that Borrower’s approval shall not be required
if an Event of Default then exists).



          (c) If a successor Administrative Agent shall not have been so appointed within such 15
Business Day period, the Administrative Agent, with the consent of the Borrower (which consent
shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall
not be required if an Event of Default then exists), shall then appoint a successor Administrative
Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as
the Required Lenders appoint a successor Administrative Agent as provided above.



          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 30th Business Day after the date such notice of resignation was given by the
Administrative Agent, the Administrative Agent’s resignation shall become effective and the
Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder
and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.



          12.10
No Other Duties, etc. Anything herein to the contrary notwithstanding, the Joint Lead
Arrangers for the agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Documents, except in their
capacity, as applicable, as Administrative Agent or Lender hereunder.



-67-









 





          
Section 13. Holdco Guarantees.



          13.01
Holdco Guarantees. In order to induce the Administrative Agent and the Lenders to
enter into this Agreement and to extend credit hereunder, and in recognition of the direct benefits
to be received by the Borrower from the proceeds of the Loans, each of Trico Holdco, Trico Cayman
and Holdings hereby agrees with the Guaranteed Creditors as follows: (i) each of Trico Holdco,
Trico Cayman and Holdings hereby and unconditionally and irrevocably guarantees to the Guaranteed
Creditors, as primary obligor and not merely as surety, the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to
the Guaranteed Creditors and (ii) each of Trico Holdco, Trico Cayman and Holdings unconditionally
and irrevocably fully indemnifies each Lender on its demand in respect of all claims, expenses,
liabilities and losses which are made or brought against or incurred by such Lender as a result of
or in connection with any obligation or liability guaranteed by the Holdco Guarantor being or
becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity
shall be equal to the amount which such Lender would otherwise have been entitled to recover. If
any or all of the Guaranteed Obligations becomes due and payable hereunder, each of Trico Holdco,
Trico Cayman and Holdings, unconditionally and irrevocably, undertake to pay such indebtedness to
the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with
any and all reasonable documented out-of-pocket expenses which may be incurred by the
Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed
Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of
the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or
order of any court or administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such payee with any
such claimant (including the Borrower), then and in such event, each of Trico Holdco, Trico Cayman
and Holdings agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon Trico Holdco, Trico Cayman or Holdings, as the case may be, notwithstanding any
revocation of these Holdco Guarantees or other instrument evidencing any liability of the Borrower,
and Trico Holdco, Trico Cayman or Holdings, as the case may be, shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.



          13.02
Bankruptcy. Additionally, each of Trico Holdco, Trico Cayman and Holdings
unconditionally and irrevocably guarantees to the Guaranteed Creditors the payment of any and all
of the Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence of
any of the events specified in Section 11.05, and unconditionally, irrevocably, jointly and
severally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand.



          13.03
 Nature of Liability. The liability of each of Trico Holdco, Trico Cayman and Holdings
hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed
Obligations, whether executed by Trico Holdco, Trico Cayman, Holdings, any other guarantor or by
any other party, and the liability of each of Holdings and Trico Subsea Holding hereunder shall not
be affected or impaired by (a) any direction as to application of payment by the Borrower or by any
other party, or (b) any other continuing or other guaranty, undertaking or



-68-









 







maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, or
(c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any
payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed
Creditor repays to the Borrower or any other Credit Party pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the
Borrower waives any right to the deferral or modification of its obligations hereunder by reason of
any such proceeding, or (f) any action or inaction of the type described in Section 14.05.



          13.04
Independent Obligation. The obligations of each of Trico Holdco, Trico Cayman and
Holdings hereunder are several and are independent of the obligations of any other guarantor, any
other party or the Borrower, and a separate action or actions may be brought and prosecuted against
Trico Holdco, Trico Cayman or Holdings whether or not action is brought against any other
guarantor, any other party or the Borrower and whether or not any other guarantor, any other party
or the Borrower be joined in any such action or actions. Each of Trico Holdco, Trico Cayman and
Holdings waives, to the fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or other
circumstance which operates to toll any statute of limitations as to the Borrower shall operate to
toll the statute of limitations as to Trico Holdco, Trico Cayman and Holdings.



          13.05
Authorization. Each of Trico Holdco, Trico Cayman and Holdings authorizes the
Guaranteed Creditors without notice or demand (except as shall be required by applicable statute or
this Agreement and cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:




     (a) in accordance with the terms and provisions of this Agreement and the other Credit
Documents, change the manner, place or terms of payment of, and/or change or extend the time
of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations
(including any increase or decrease in the principal amount thereof or the rate of interest
or fees thereon), any security therefor, or any liability incurred directly or indirectly in
respect thereof, and these Holdco Guarantees made shall apply to such Guaranteed Obligations
as so changed, extended, renewed or altered;




     (b) take and hold security for the payment of the Guaranteed Obligations and sell,
exchange, release, impair, surrender, realize upon or otherwise deal with in any manner and
in any order any property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Guaranteed Obligations or any liabilities (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;




     (c) exercise or refrain from exercising any rights against the Borrower, any other
Credit Party or others or otherwise act or refrain from acting;




     (d) release or substitute any one or more endorsers, guarantors, the Borrower, other
Credit Parties or other obligors;



-69-









 






     (e) settle or compromise any of the Guaranteed Obligations, any security therefor or
any liability (including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and may subordinate the payment of all or any part thereof to the payment
of any liability (whether due or not) of the Borrower to its creditors other than the
Guaranteed Creditors;




     (f) apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of the Borrower to the Guaranteed Creditors regardless of what liability or
liabilities of the Borrower remain unpaid;




     (g) consent to or waive any breach of, or any act, omission or default under, this
Agreement or any other Credit Document or any of the instruments or agreements referred to
herein or therein, or, pursuant to the terms of the Credit Documents, otherwise amend,
modify or supplement this Agreement or any other Credit Document or any of such other
instruments or agreements; and/or




     (h) take any other action which would, under otherwise applicable principles of common
law, give rise to a legal or equitable discharge of Trico Holdco, Trico Cayman or Holdings
from its liabilities under this Holdco Guaranty.



          13.06
Reliance. It is not necessary for any Guaranteed Creditor to inquire into the capacity
or powers of each of Trico Holdco, Trico Cayman and Holdings or any of their Subsidiaries or the
officers, directors, partners or agents acting or purporting to act on their behalf, and any
Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall
be guaranteed hereunder.



          13.07
Subordination. Any indebtedness of the Borrower now or hereafter owing to each of
Trico Holdco, Trico Cayman and Holdings is hereby subordinated to the Guaranteed Obligations of the
Borrower owing to the Guaranteed Creditors; and if the Administrative Agent so requests at a time
when an Event of Default exists, all such indebtedness of the Borrower to each of Trico Holdco,
Trico Cayman and Holdings shall be collected, enforced and received by Trico Holdco, Trico Cayman
or Holdings, as the case may be, for the benefit of the Guaranteed Creditors and be paid over to
the Administrative Agent on behalf of the Guaranteed Creditors on account of the Guaranteed
Obligations, but without affecting or impairing in any manner the liability of Trico Holdco, Trico
Cayman or Holdings under the other provisions of this Holdco Guaranty. Prior to the transfer by
Trico Holdco, Trico Cayman or Holdings of any note or negotiable instrument evidencing any such
indebtedness of the Borrower to Trico Holdco, Trico Cayman or Holdings, as the case may be, shall
mark such note or negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, each of Trico Holdco, Trico
Cayman and Holdings hereby agrees with the Guaranteed Creditors that they will not exercise any
right of subrogation which they may at any time otherwise have as a result of these Holdco
Guarantees (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been paid in full in cash. If and to the extent required in order for
the Guaranteed Obligations of each of Trico Holdco, Trico Cayman and Holdings to be enforceable
under applicable federal, state and other laws relating to the insolvency of debtors, the maximum
liability of Trico Holdco, Trico Cayman or Holdings, as the case may be,
hereunder shall be limited to the greatest amount which can



-70-









 







lawfully be guaranteed by Trico Holdco, Trico Cayman or Holdings, as the case may be, under such laws, after giving effect to any
rights of contribution, reimbursement and subrogation arising under this Section 13.07.



          13.08 Waiver. (a) Each of Trico Holdco, Trico Cayman and Holdings waives any right (except
as shall be required by applicable statute and cannot be waived) to require any Guaranteed Creditor
to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against
or exhaust any security held from the Borrower, any other guarantor or any other party or (iii)
pursue any other remedy in any Guaranteed Creditor’s power whatsoever. Each of Trico Holdco, Trico
Cayman and Holdings waives any defense based on or arising out of any defense of the Borrower, any
other guarantor or any other party, other than payment in full in cash of the Guaranteed
Obligations, based on or arising out of the disability of the Borrower, any other guarantor or any
other party, or the validity, legality or unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of the Borrower other
than payment in full in cash of the Guaranteed Obligations. The Guaranteed Creditors may, at their
election, foreclose on any security held by the Administrative Agent or any other Guaranteed
Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale
is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise
any other right or remedy the Guaranteed Creditors may have against the Borrower, or any other
party, or any security, without affecting or impairing in any way the liability of either Trico
Holdco, Trico Cayman or Holdings hereunder except to the extent the Guaranteed Obligations have
been paid in cash. Each of Trico Holdco, Trico Cayman and Holdings waives any defense arising out
of any such election by the Guaranteed Creditors, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of Trico Holdco,
Trico Cayman or Holdings against the Borrower, or any other party or any security.



          (b) Each of Trico Holdco, Trico Cayman and Holdings waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Holdco Guaranty, and notices
of the existence, creation or incurring of new or additional Guaranteed Obligations. Each of Trico
Holdco, Trico Cayman and Holdings assumes all responsibility for being and keeping itself informed
of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks
which each of Trico Holdco, Trico Cayman and Holdings assumes and incurs hereunder, and agrees that
neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to
advise either Trico Holdco, Trico Cayman or Holdings of information known to them regarding such
circumstances or risks.



          Section 14. Miscellaneous.



          14.01 Payment of Expenses. The Borrower agrees to: (i) whether or not the transactions
herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, the reasonable fees and disbursements of White
& Case LLP and the Administrative Agent’s local maritime counsel and the Administrative Agent’s
consultants) in connection with the preparation, execution and



-71-









 







delivery of this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of
the Administrative Agent in connection with its syndication efforts with respect to this Agreement
and of the Administrative Agent and, after the occurrence of an Event of Default, each of the
Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the nature of a
“work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without
limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative
Agent and, after the occurrence of an Event of Default, counsel for each of the Lenders); (ii) pay
and hold the Administrative Agent, each of the Lenders harmless from and against any and all
present and future stamp, documentary, transfer, sales and use, value added, excise and other
similar taxes with respect to the foregoing matters, the performance of any obligation under this
Agreement or any other Credit Document or any payment thereunder, and save the Administrative
Agent, each of the Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to the Administrative
Agent, such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent, the Collateral
Agent, each Lender, and each of their respective officers, directors, employees, representatives,
agents, affiliates, trustees and investment advisors (the “Indemnitees”) from and hold each
of them harmless against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred
by, imposed on or assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not
the Administrative Agent, any Lender is a party thereto and whether or not such investigation,
litigation or other proceeding is brought by or on behalf of any Credit Party) related to the
entering into and/or performance of this Agreement or any other Credit Document or the proceeds of
any Loans hereunder or the consummation of the Transaction or any other transactions contemplated
herein or in any other Credit Document or the exercise of any of their rights or remedies provided
herein or in the other Credit Documents, or (b) the Release of Hazardous Materials by Borrower or
its Subsidiaries in the air, surface water or groundwater or on the surface or subsurface of any
Mortgaged Vessel at any time owned, operated or occupied by the Borrower, or any of the Borrower’s
Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous
Materials by the Borrower or any of the Borrower’s Subsidiaries at any location, whether or not
owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, the non-compliance
of any Mortgaged Vessel with Environmental Law (including applicable permits thereunder) applicable
to any Mortgaged Vessel, or any Environmental Claim asserted against the Borrower or any of the
Borrower’s Subsidiaries, or any Mortgaged Vessel at any time owned, operated or occupied by the
Borrower or any of the Borrower’s Subsidiaries, including, in each case, without limitation, the
reasonable fees and disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision) or caused by the actions or inactions of the Person to be indemnified).
To the extent that the undertaking to indemnify, pay or hold harmless



-72-









 







the Administrative Agent, any Lender set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.



          14.02 Right of Setoff. In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during
the continuance of an Event of Default, each Lender is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to any Subsidiary or the
Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other Indebtedness at any
time held or owing by such Lender (including, without limitation, by branches and agencies of such
Lender wherever located) to or for the credit or the account of the Borrower or any Credit Party
but in any event excluding assets held in trust for any such Person against and on account of the
Obligations and liabilities of the Borrower or such Credit Party, as applicable, to such Lender
under this Agreement or under any of the other Credit Documents, including, without limitation, all
interests in Obligations purchased by such Lender pursuant to Section 14.06(b), and all
other claims of any nature or description arising out of or connected with this Agreement or any
other Credit Document, irrespective of whether or not such Lender shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent
or unmatured.



          14.03 Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telexed, telegraphic or
telecopier communication) and mailed, telexed, telecopied or delivered: if to any Holdco Guarantor
or Credit Party, at 10001 Woodloch Forest Dr., Suite 610, The Woodlands, Texas 77380, Telephone:
(281) 203-5700, Facsimile: (281) 203-5701; if to any Lender, at its address specified opposite its
name on Schedule II below; and if to the Administrative Agent, at its Notice Office; or, as
to any other Credit Party, at such other address as shall be designated by such party in a written
notice to the other parties hereto and, as to each Lender, at such other address as shall be
designated by such Lender in a written notice to the Borrower and the Administrative Agent. All
such notices and communications shall when mailed, telegraphed, telexed, telecopied, or cabled or
sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier as the case may be, or sent by telex or telecopier,
except that notices and communications to the Administrative Agent shall not be effective until
received by the Administrative Agent. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to have been given on
the date of receipt if delivered by hand or overnight courier service, sent by telecopier or on the
date five Business Days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Section
14.03 or in accordance with the latest unrevoked direction from such party given in accordance
with this Section 14.03.



          14.04 Benefit of Agreement; Assignments and Participations. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, that (i) no Credit Party may
assign or transfer any of its rights, obligations or interests hereunder or under any other Credit



-73-









 







Document without the prior written consent of the Lenders, (ii) although any Lender may
transfer, assign or grant participations in its rights hereunder, such Lender shall remain a
“Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its
Revolving Loan Commitments hereunder except as provided in Sections 2.12 and
14.04(b)) and the transferee, assignee or participant, as the case may be, shall not
constitute a “Lender” hereunder and (iii) no Lender shall transfer or grant any participation under
which the participant shall have rights to approve any amendment to or waiver of this Agreement or
any other Credit Document except to the extent such amendment or waiver would (x) extend the final
scheduled maturity of any Loan or Note in which such participant is participating, or reduce the
rate or extend the time of payment of interest or Commitment Commission thereon (except (m) in
connection with a waiver of applicability of any post-default increase in interest rates and (n)
that any amendment or modification to the financial definitions in this Agreement shall not
constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the
principal amount thereof, or increase the amount of the participant’s participation over the amount
thereof then in effect (it being understood that a waiver of any Default or Event of Default or of
a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Revolving Loan Commitment or Loan shall be permitted
without the consent of any participant if the participant’s participation is not increased as a
result thereof), (y) consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (z) release all or substantially all of the Collateral under
all of the Security Documents (except as expressly provided in the Credit Documents) securing the
Loans hereunder in which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the other Credit Documents
(the participant’s rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the participant relating thereto) and
all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold
such participation.



          (b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other
Lenders) may (x) assign all or a portion of its Revolving Loan Commitment and/or its outstanding
Loans to its (i) parent company so long as such parent company is solvent and/or any affiliate of
such Lender which is at least 50% owned by such Lender or its parent company (so long as such
affiliate is solvent) or (ii) in the case of any Lender that is a fund that invests in bank loans,
any other fund that invests in bank loans and is managed or advised by the same investment advisor
of such Lender or by an Affiliate of such investment advisor (so long as such fund is solvent) or
(iii) to one or more Lenders or (y) assign with the consent of the Borrower (which consent shall
not be unreasonably withheld or delayed and shall not be required if any Event of Default is then
in existence) all, or if less than all, a portion equal to at least $5,000,000 in the aggregate for
the assigning Lender or assigning Lenders, of such Revolving Loan Commitments and outstanding
principal amount of Loans hereunder to one or more Eligible Transferees (treating any fund that
invests in bank loans and any other fund that invests in bank loans and is managed or advised by
the same investment advisor of such fund or by an Affiliate of such investment advisor as a single
Eligible Transferee), each of which assignees shall become a party to this Agreement as a Lender by
execution of an Assignment and Assumption Agreement, provided that (i) at such time
Schedule I shall be deemed modified to reflect the Revolving Loan Commitments (and/or
outstanding Loans, as the case may be) of such new Lender and of the existing Lenders, (ii) upon
the surrender of the relevant Notes assigned by



-74-









 







the Lender, new Notes will be issued, at the Borrower’s expense, to such new Lender and to the
assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in
conformity with the requirements of Section 2.05 (with appropriate modifications) to the
extent needed to reflect the revised Revolving Loan Commitments (and/or outstanding Loans, as the
case may be), (iii) the consent of the Administrative Agent shall be required in connection with
any assignment pursuant to preceding clause (y) and the consent of the Issuing Lender shall be
required in connection with any assignment pursuant to preceding clauses (x) and (y) (in each case,
which consent shall not be unreasonably withheld or delayed), and (iv) the Administrative Agent
shall receive at the time of each such assignment, from the assigning or assignee Lender, the
payment of a non-refundable assignment fee of $3,000. To the extent of any assignment pursuant to
this Section 14.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Revolving Loan Commitments and outstanding Loans. At the time of each
assignment pursuant to this Section 14.04(b) to a Person which is not already a Lender
hereunder, the respective assignee Lender shall, to the extent legally entitled to do so, comply
with Section 5.04(b). To the extent that an assignment of all or any portion of a Lender’s
Revolving Loan Commitments and related outstanding Obligations pursuant to Section 2.12 or
this Section 14.04(b) would, at the time of such assignment, result in increased costs
under Section 2.09 or 2.10 from those being charged by the respective assigning
Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased
costs (although the Borrower, in accordance with and pursuant to the other provisions of this
Agreement, shall be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).



          (c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and
Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank and, with prior notification to the Administrative Agent (but without the
consent of the Administrative Agent or the Borrower), any Lender which is a fund may pledge all or
any portion of its Loans and Notes to its trustee or to a collateral agent providing credit or
credit support to such Lender in support of its obligations to such trustee, such collateral agent
or a holder of such obligations, as the case may be. No pledge pursuant to this clause (c) shall
release the transferor Lender from any of its obligations hereunder.



          14.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative
Agent or any Lender or any holder of any Note in exercising any right, power or privilege hereunder
or under any other Credit Document and no course of dealing between the Borrower or any other
Credit Party and the Administrative Agent or any Lender or the holder of any Note shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder or under any other Credit Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive
of any rights, powers or remedies which the Administrative Agent or any Lender or the holder of any
Note would otherwise have. No notice to or demand on any Credit Party in any case shall entitle
any Credit Party to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or any Lender or the holder of any
Note to any other or further action in any circumstances without notice or demand.



-75-









 





          14.06 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the
Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of
the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the
Lenders (other than any Lender that has consented in writing to waive its pro rata share of any
such payment) pro rata based upon their respective shares, if any, of the Obligations with respect
to which such payment was received.



          (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans or
Commitment Commission, of a sum which with respect to the related sum or sums received by other
Lenders is in a greater proportion than the total of such Obligation then owed and due to such
Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately
prior to such receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the Obligations of the
respective Credit Party to such Lenders in such amount as shall result in a proportional
participation by all the Lenders in such amount; provided that if all or any portion of
such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without interest.



          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding
Sections 14.06(a) and (b) (i) shall be subject to the express provisions of this
Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as
opposed to Defaulting Lenders and (ii) shall not be construed to apply to any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any of its Loans.



          14.07 Calculations; Computations. (a) The financial statements to be furnished to the
Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Lenders). Unless otherwise
noted, all references in this Agreement to “GAAP” or “generally accepted accounting principles”
shall mean generally accepted accounting principles as in effect in the United States of America as
may be modified from time to time.



          (b) All computations of interest and Commitment Commission hereunder shall be made on the
basis of a year of 360 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or Commitment Commission are payable.



          14.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL; APPOINTMENT OF
PROCESS AGENT. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE
VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE



-76-









 







STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY
HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO SUCH PERSON AT ITS ADDRESS SET FORTH IN SECTION 14.03, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION. EACH CREDIT
PARTY HEREBY IRREVOCABLY DESIGNATES, APPOINTS, AUTHORIZES AND EMPOWERS CT CORPORATION SERVICE
COMPANY, WITH OFFICES AT 1180 AVENUE OF THE AMERICAS, SUITE 210, NEW YORK, NY 10036, AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE AND ACCEPT FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, THE CREDIT PARTIES AGREE TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND
AGENT IN NEW YORK, NEW YORK ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT; PROVIDED THAT ANY FAILURE ON THE PART OF THE CREDIT
PARTIES TO COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR
LIMIT THE SERVICE OF PROCESS OR SUMMONS IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION
14.08 OR OTHERWISE PERMITTED BY LAW. IF AT ANY TIME DURING WHICH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT REMAINS IN EFFECT, ANY CREDIT PARTY DOES NOT MAINTAIN A REGULARLY FUNCTIONING
OFFICE IN NEW YORK CITY, SUCH CREDIT PARTY WILL DULY APPOINT, AND AT ALL TIMES MAINTAIN, AN AGENT
IN NEW YORK CITY FOR THE SERVICE OF PROCESS OR SUMMONS, AND WILL PROVIDE TO THE ADMINISTRATIVE
AGENT AND THE LENDERS WRITTEN NOTICE OF THE IDENTITY AND ADDRESS OF SUCH AGENT FOR SERVICE OF
PROCESS OR SUMMONS; PROVIDED THAT ANY FAILURE ON THE PART OF ANY CREDIT PARTY TO COMPLY
WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE SERVICE
OF PROCESS OR SUMMONS IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 14.08 OR
OTHERWISE PERMITTED BY LAW.



          (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF



-77-









 







OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS
REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.



          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



          14.09 Counterparts. This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.



          14.10 Effectiveness. This Agreement shall become effective on the date (the “Effective
Date”) on which (i) each of the Holdco Guarantors, the Borrower, the Administrative Agent and
each of the Lenders who are initially parties hereto shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered the same to the
Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written or facsimile notice (actually received) at such office
that the same has been signed and mailed to it and (ii) the conditions set forth in Section
6 are met (or waived) to the reasonable satisfaction of the Administrative Agent and the
Lenders. Unless the Administrative Agent has received actual notice from any Lender that the
conditions contained in Section 6 have not been met (or waived) to such Lender’s reasonable
satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately
preceding sentence and upon the Administrative Agent’s good faith determination that the conditions
described in clause (ii) of the immediately preceding sentence have been met, then the Effective
Date shall have been deemed to have occurred and all conditions contained in Section 6
shall be deemed satisfied or waived by the Administrative Agent and each Lender. The
Administrative Agent will give the Borrower and each Lender prompt written notice of the occurrence
of the Effective Date.



          14.11 Headings Descriptive. The headings of the several sections and subsections of this
Agreement are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.



          14.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor
any terms hereof or thereof may be changed, waived, discharged or terminated unless such change,
waiver, discharge or termination is in writing signed by the respective Credit Parties party
thereto and the Required Lenders (although additional parties may be added to (and annexes may be
modified to reflect such additions), and any of the Parent, the Holdco Guarantors or the
Subsidiaries Guarantors may be released from its respective Guaranty and the Security Documents in
accordance with the provisions hereof and thereof without the



-78-









 







consent of the other Credit Parties party thereto or the Required Lenders), provided
that no such change, waiver, discharge or termination shall, without the consent of each Lender
(other than a Defaulting Lender with Obligations being directly affected in the case of following
clause (i)) and in the case of the following clause (vi), to the extent (in the case of the
following clause (vi)) that any such Lender would be required to make a Loan in excess of its pro
rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a
commitment reduction that (in any case) is less than its pro rata portion provided for in this
Agreement, in each case, as a result of any such amendment, modification or waiver referred to in
the following clause (vi)), (i) extend the final scheduled maturity of any Loan or Note, extend or
increase the Revolving Loan Commitment of any Lender, extend the timing for or reduce the principal
amount of any Scheduled Commitment Reduction, or reduce the rate or extend the time of payment of
interest on any Loan or Note or Commitment Commission (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates and (y) any amendment or modification
to the financial definitions in this Agreement shall not constitute a reduction in the rate of
interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the
extent repaid in cash), (ii) release all or substantially all of the Collateral (except as
expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this
Section 14.12, (iv) reduce the percentage specified in the definition of Required Lenders
(it being understood that, with the consent of the Required Lenders, additional extensions of
credit pursuant to this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included
on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement, (vi) amend, modify or waive Section 2.06 or
amend, modify or waive any other provision in this Agreement to the extent providing for payments
or prepayments of Loans or reductions in Revolving Loan Commitments, in each case, to be applied
pro rata among the Lenders entitled to such payments or prepayments of Loans or reductions in
Revolving Loan Commitments (it being understood that the provision of additional extensions of
credit pursuant to this Agreement, or the waiver of any mandatory commitment reduction or any
mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment,
modification or waiver for purposes of this clause (vi), or (vii) release all or substantially all
of the Subsidiaries Guarantor from a Subsidiaries Guaranty (except as expressly provided in the
Credit Documents); provided, further, that no such change, waiver, discharge or
termination shall (u) increase the Revolving Loan Commitments of any Lender over the amount thereof
then in effect without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the Revolving Loan Commitments shall not constitute an increase of the Revolving Loan
Commitment of any Lender, and that an increase in the available portion of any Revolving Loan
Commitment of any Lender shall not constitute an increase in the Revolving Loan Commitment of such
Lender), (v) without the consent of each Agent, amend, modify or waive any provision of Section
12 as same applies to such Agent or any other provision as same relates to the rights or
obligations of such Agent or (w) without the consent of the Collateral Agent, amend, modify or
waive any provision relating to the rights or obligations of the Collateral Agent.



          (b) If, in connection with any proposed change, waiver, discharge or termination to any of the
provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first
proviso to Section 14.12(a), the consent of the Required Lenders is



-79-









 







obtained but the consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clauses (A) or (B) below, to
either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if
the respective Lender’s consent is required with respect to less than all Loans (or related
Revolving Loan Commitments), to replace only the respective Revolving Loan Commitments and/or Loans
of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s
individual consent) with one or more Replacement Lenders pursuant to Section 2.12 so long
as at the time of such replacement, each such Replacement Lender consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan
Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment),
and/or repay outstanding Loans and terminate any outstanding Revolving Loan Commitments of such
Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Sections
5.02(b) and/or 5.01(iv), provided that, unless the Revolving Loan Commitments
are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full
at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments
and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto),
provided, further, that in any event the Borrower shall not have the right to
replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of
the exercise of such Lender’s rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 14.12(a).



          14.13
Survival. All indemnities set forth herein including, without limitation, in
Sections 2.09, 2.10, 5.04 and 14.01 shall, subject to Section
14.15 (to the extent applicable), survive the execution, delivery and termination of this
Agreement and the Notes and the making and repayment of the Loans.



          14.14
Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the
account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to this Section
14.14 would, at the time of such transfer, result in increased costs under Section
2.09, 2.10 or 5.04 from those being charged by the respective Lender prior to
such transfer, then the Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective transfer).



          14.15
 Limitation on Additional Amounts, etc. Notwithstanding anything to the contrary
contained in Sections 2.09, 2.10 or 5.04 of this Agreement, unless a Lender
gives notice to the Borrower that it is obligated to pay an amount under any such Section within
one year after the later of (x) the date the Lender incurs the respective increased costs, Taxes,
loss, expense or liability, reduction in amounts received or receivable or reduction in return on
capital or (y) the date such Lender has actual knowledge of its incurrence of the respective
increased costs, Taxes, loss, expense or liability, reductions in amounts received or receivable or
reduction in return on capital, then such Lender shall only be entitled to be compensated for such
amount by the Borrower pursuant to said Sections 2.09, 2.10 or 5.04 as the
case may be, to the extent the costs, Taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital are incurred or suffered on or after the
date which occurs one year prior to



-80-









 







such Lender giving notice to the Borrower that it is obligated to pay the respective amounts
pursuant to said Sections 2.09, 2.10 or 5.04, as the case may be. This
Section 14.15 shall have no applicability to any Section of this Agreement other than said
Sections 2.09, 2.10 or 5.04.



          14.16
Confidentiality. (a) Subject to the provisions of clause (b) of this Section
14.16, each Lender agrees that it will use its best efforts not to disclose without the prior
consent of the Borrower (other than to its employees, auditors, advisors or counsel or to another
Lender if the Lender or such Lender’s holding or parent company or board of trustees in its sole
discretion determines that any such party should have access to such information, provided such
Persons shall be subject to the provisions of this Section 14.16 to the same extent as such
Lender) any information with respect to the Borrower or any of its Subsidiaries which is now or in
the future furnished pursuant to this Agreement or any other Credit Document, provided that
any Lender may disclose any such information (a) as has become generally available to the public
other than by virtue of a breach of this Section 14.16(a) by the respective Lender, (b) as
may be required in any report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve
Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (c) as may be required in respect to any summons or
subpoena or in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Lender, (e) to the Administrative Agent or the Collateral
Agent and (f) to any prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Revolving Loan Commitments or any
interest therein by such Lender, provided that such prospective transferee expressly agrees
to be bound by the confidentiality provisions contained in this Section 14.16.



          (b) The Borrower hereby acknowledges and agrees that each Lender may share with any of its
affiliates any information related to the Borrower or any of its Subsidiaries (including, without
limitation, any nonpublic customer information regarding the creditworthiness of the Borrower or
its Subsidiaries), provided such Persons shall be subject to the provisions of this Section
13.16 to the same extent as such Lender.



          14.17
Register. The Borrower hereby designates the Administrative Agent to serve as the
Borrower’s agent, solely for purposes of this Section 14.17, to maintain a register (the
“Register”) on which it will record the Revolving Loan Commitments from time to time of
each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in
respect of the principal amount of the Loans of each Lender. Failure to make any such recordation,
or any error in such recordation shall not affect the Borrower’s obligations in respect of such
Loans. With respect to any Lender, the transfer of the Revolving Loan Commitments of such Lender
and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Loan
Commitments shall not be effective until such transfer is recorded on the Register maintained by
the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Loans and
prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan
Commitments and Loans shall remain owing to the transferor. The registration of an assignment or
transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Assumption Agreement pursuant to Section
14.04(b). Coincident with the



-81-









 







delivery of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing
such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 14.17, except to the
extent caused by the Administrative Agent’s own gross negligence or willful misconduct.



          14.18 Judgment Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due from the Borrower hereunder or under any of the Notes in the
currency expressed to be payable herein or under the Notes (the “specified currency”) into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other currency at the
Administrative Agent’s New York office on the Business Day preceding that on which final judgment
is given. The obligations of the Borrower in respect of any sum due to any Lender or the
Administrative Agent hereunder or under any Note shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case
may be) may in accordance with normal banking procedures purchase the specified currency with such
other currency; if the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be, in the specified
currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative
Agent, as the case may be, against such loss, and if the amount of the specified currency so
purchased exceeds the sum originally due to any Lender or the Administrative Agent, as the case may
be, in the specified currency, such Lender or the Administrative Agent, as the case may be, agrees
to remit such excess to the Borrower.



          14.19
Language. All correspondence, including, without limitation, all notices, reports
and/or certificates, delivered by any Credit Party to the Administrative Agent, the Collateral
Agent or any Lender shall, unless otherwise agreed by the respective recipients thereof, be
submitted in the English language or, to the extent the original of such document is not in the
English language, such document shall be delivered with a certified English translation thereof.



          14.20
Waiver of Immunity. The Borrower, in respect of itself, each other Credit Party, its
and their process agents, and its and their properties and revenues, hereby irrevocably agrees
that, to the extent that the Borrower, any other Credit Party or any of its or their properties has
or may hereafter acquire any right of immunity from any legal proceedings, whether in the United
States, Norway, Bahamas, England, the Republic of Vanuatu, Malta, Cyprus or elsewhere, to enforce
or collect upon the Obligations of the Borrower or any other Credit Party related to or arising
from the transactions contemplated by any of the Credit Documents, including, without limitation,
immunity from service of process, immunity from jurisdiction or



-82-









 







judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any
of its property from attachment prior to any entry of judgment, or from attachment in aid of
execution upon a judgment, the Borrower, for itself and on behalf of the other Credit Parties,
hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity,
and agrees not to assert any such right or claim in any such proceeding, whether in the United
States or elsewhere.



          14.21
USA PATRIOT Act Notice. Each Lender hereby notifies each Credit Party that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed into law October 26,
2001)) (the “PATRIOT Act”), it is required to obtain, verify, and record information that
identifies each Credit Party, which information includes the name of each Credit Party and other
information that will allow such Lender to identify each Credit Party in accordance with the
PATRIOT Act, and each Credit Party agrees to provide such information from time to time to any
Lender.



          14.22
OTHER LIENS ON COLLATERAL; TERMS OF COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT; ETC.
(i) EACH SECURED CREDITOR UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE
COLLATERAL IN FAVOR OF THE HOLDERS OF SENIOR NOTES PURSUANT TO THE SECURITY DOCUMENTS, WHICH LIENS
SHALL BE EQUAL IN PRIORITY TO THE LIENS CREATED PURSUANT TO THE SECURITY DOCUMENTS IN FAVOR OF THE
LENDERS IN ACCORDANCE WITH THE TERMS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. THE
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE BINDING UPON THE
LENDERS. PURSUANT TO THE EXPRESS TERMS OF SECTION 7.19 OF THE COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT AND ANY OF THE SECURITY DOCUMENTS, THE PROVISIONS OF THE COLLATERAL AGENCY
AND INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.



          (ii) EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT ON BEHALF OF EACH LENDER, AND TO TAKE ALL ACTIONS
(AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF
THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT.



          (iii) THE PROVISIONS OF THIS SECTION 14.22 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS
AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR
MAKING ITS OWN ANALYSIS AND REVIEW OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT AND THE
TERMS AND PROVISIONS THEREOF, AND NO AGENT (AND NONE OF ITS AFFILIATES) MAKES



-83-









 







ANY REPRESENTATION TO ANY SECURED CREDITOR AS TO THE SUFFICIENCY OR ADVISABILITY OF THE
PROVISIONS CONTAINED IN THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT.



* * *




-84-









 






     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Agreement as of the date first above written.



	 	 	 	 	 
	 	TRICO SHIPPING AS

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	TRICO MARINE CAYMAN, L.P.

 	 
	 	By:  	Trico Holdco LLC, General Partner
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Joseph S. Compofelice
 	 
	 	 	Name:  	Joseph S. Compofelice 	 
	 	 	Title:  	President 	 
	 
	 	TRICO HOLDCO LLC

 	 
	 	By:  	/s/ Joseph S. Compofelice
 	 
	 	 	Name:  	Joseph S. Compofelice 	 
	 	 	Title:  	President 	 
	 
	 	TRICO SUPPLY AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	TRICO SUBSEA HOLDING AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	DEEPOCEAN SHIPPING III AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 






signature page to Trico $33M Facility Credit Agreement




 









 








	 	 	 	 	 
	 	DEEPOCEAN SHIPPING II AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	DEEP OCEAN SHIPPING AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	DEEPOCEAN AS

 	 
	 	By:  	/s/ Joseph S. Compofelice
 	 
	 	 	Name:  	Joseph S. Compofelice 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	TRICO SUPPLY (UK) LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ALBYN MARINE LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CTC MARINE PROJECTS LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Chief Executive Officer
	 
	 
	 	DEEPOCEAN BRASIL SERVICOS
LTDA. 
 	 
	 	By:  	                                              /s/ Per Thuestad
 	 
	 	 	Name:  	Per Thuestad 	 
	 	 	Title:  	Director 	 
	 



signature page to Trico $33M Facility Credit Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	DEEPOCEAN MARITIME AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	DEEPOCEAN MANAGEMENT AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	DEEPOCEAN DE MEXICO S. DE R.L. DE C.V.

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Manager 	 
	 
	 	CTC MARINE NORWAY AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	CTC MARINE PROJECTS (GUERNSEY) LIMITED

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Director 	 
	 
	 	DEEPOCEAN SUBSEA SERVICES LIMITED

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DEEPOCEAN B.V.

 	 
	 	By:  	/s/ Mads Bardsen
 	 
	 	 	Name:  	Mads Bardsen 	 
	 	 	Title:  	Director 	 
	 



signature page to Trico $33M Facility Credit Agreement




	 	 	 	 	 



 









 








	 	 	 	 	 
	 	DEEPOCEAN UK LTD.

 	 
	 	By:  	/s/ Gerald A. Gray
 	 
	 	 	Name:  	Gerald A. Gray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SERVICIOS PROFESIONALES DE APOYO
ESPECIALIZADO, S. DE
R.L. DE C.V.

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Manager	 



signature page to Trico $33M Facility Credit Agreement


 









 






	 	 	 	 	 
	 	SERVICIOS DE SOPORTE PROFESIONAL ADMINISTRATIVO, S.
DE R.L. DE C.V.

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Manager



	 
	 
	 	TRICO SUBSEA AS

 	 
	 	By:  	/s/ Rishi A. Varma
 	 
	 	 	Name:  	Rishi A. Varma 	 
	 	 	Title:  	Chairman of the Board 	 
	 



signature page to Trico $33M Facility Credit Agreement




 









 








	 	 	 	 	 
	 	NORDEA BANK FINLAND PLC,

NEW YORK BRANCH, as Administrative Agent

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



signature page to Trico $33M Facility Credit Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	BAYERISCHE HYPO- UND VEREINSBANK AG,

as Lender

 	 
	 	By:  	/s/ Stephan Somitsch
 	 
	 	 	Name:  	Stephan Somitsch 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                 /s/ Que Phuong Pham
 	 
	 	 	Name:  	Que Phuong Pham 	 
	 	 	Title:  	Credit Analyst 	 
	 



signature page to Trico $33M Facility Credit Agreement





 









 






SCHEDULE I



REVOLVING LOAN COMMITMENTS




	 	 	 	 	 
	Lender	 	Revolving Loan Commitment	 
	Nordea Bank Finland plc, New York Branch
	 	$	17,500,000	 
	Bayerische Hypo- und Vereinsbank AG
	 	$	15,500,000	 
	 
	 	 	 
	Total:
	 	$	33,000,000	 
	 
	 	 	 







 









 








SCHEDULE II




LENDER ADDRESSES




Nordea Bank Finland plc, New York Branch

437 Madison Avenue, 21st Floor

New York, New York 10022

USA

Attention: Loan Administration

Telephone: (212) 318-9632

Facsimile: (212) 421-4420




Bayerische Hypo- und Vereinsbank AG

Alter Wall 22

20457 Hamburg

Germany

Attention: Stephan Somitsch

Telephone: +49 (40) 3692-4625

Facsimile: +49 (4) 3692-2272




 









 





SCHEDULE III



APPROVED CLASSIFICATION SOCIETIES




American Bureau of Shipping




Det Norske Veritas




Lloyd’s Register




Bureau Veritas




Nippon Kaiji Kyokai




Germanischer Lloyd AG



or such other first-class vessel classification society which is a member of International
Association of Classification Societies Ltd. that the Administrative Agent has, with the consent of
the Required Lenders, approved in writing.





 









 








SCHEDULE IV




ERISA




1. Trico Supply AS Norwegian Pension Plan 8236




2. Trico Supply AS Norwegian Pension Plan 3740




 









 






SCHEDULE IV



SUBSIDIARIES




	 	 	 	 	 
	 	 	Direct Owner(s) &	 	Jurisdiction of
	Legal Name of Subsidiary	 	Percentage Ownership	 	Organization
	DeepOcean AS

	 	Trico Supply AS (100%)
	 	Norway
	Trico Supply (UK) Limited

	 	Trico Supply AS (100%)
	 	England and Wales
	Albyn Marine Limited

	 	Trico Supply (UK)

Limited (100%)
	 	Scotland
	CTC Marine Projects Limited

	 	DeepOcean AS (100%)
	 	England and Wales
	DeepOcean Brasil Servicios Ltda.

	 	DeepOcean AS (100%)
	 	Brazil
	DeepOcean Maritime AS

	 	DeepOcean AS (100%)
	 	Norway
	DeepOcean Management AS

	 	DeepOcean AS (100%)
	 	Norway
	DeepOcean de Mexico S. de R.L.
de C.V.

	 	DeepOcean AS (99%)

DeepOcean Management AS

(1%)
	 	Mexico
	CTC Marine Norway AS

	 	CTC Marine Projects

Limited (100%)
	 	Norway
	CTC Marine Projects (Guernsey) 

Limited

	 	CTC Marine Projects

Limited (100%)
	 	Guernsey
	DeepOcean Subsea Services Limited

	 	DeepOcean Maritime AS

(100%)
	 	England and Wales
	DeepOcean B.V.

	 	DeepOcean Maritime AS

(100%)
	 	The Netherlands
	Servicios Profesionales de Apoyo
Especializado, S. de R.L. de
C.V.

	 	DeepOcean de Mexico S.
de R.L. de C.V. (99%)
DeepOcean Management AS
(1%)
	 	Mexico
	Servicios de Soporte Profesional
Administrativo, S. de R.L. de
C.V.

	 	DeepOcean de Mexico S.
de R.L. de C.V. (99%)
DeepOcean Management AS
(1%)
	 	Mexico
	DeepOcean UK Ltd.

	 	DeepOcean Subsea

Services Limited (100%)
	 	Scotland
	Trico Shipping AS

	 	Trico Supply AS (100%)
	 	Norway
	Trico Subsea Holding AS

	 	Trico Shipping AS (100%)
	 	Norway
	DeepOcean Shipping III AS

	 	Trico Shipping AS (100%)
	 	Norway






 









 






SCHEDULE V





	 	 	 	 	 
	 	 	Direct Owner(s) &	 	Jurisdiction of
	Legal Name of Subsidiary	 	Percentage Ownership	 	Organization
	DeepOcean Shipping II AS

	 	Trico Shipping AS (100%)
	 	Norway
	Deep Ocean Shipping AS

	 	Trico Shipping AS (100%)
	 	Norway
	Trico Subsea AS

	 	Trico Subsea Holding AS

(100%)
	 	Norway







 









 






SCHEDULE VI






EXISTING INDEBTEDNESS




	 	 	 	 	 
	Indebtedness	 	Amounts	 
	     
	 	 	 	 
	CTC motor vehicle loans.
	 	£	96,630.51	 







 









 







SCHEDULE VII





LEGAL NAME; TYPE OF ORGANIZATION AND

WHETHER A REGISTERED ORGANIZATION;

 JURISDICTION OF ORGANIZATION; ETC. 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Organizational	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Identification	 
	 	 	 	 	 	 	Registered	 	 	Jurisdiction of	 	 	Number (if	 
	Borrower/Guarantor	 	Type of Organization	 	 	Organization (Y/N)	 	 	Organization	 	 	applicable)	 
	Trico Subsea AS
	 	Limited Company	 	No	 	Norway	 	 	989 941 372	 
	Trico Supply AS
	 	Limited Company	 	No	 	Norway	 	 	976 853 938	 
	Trico Shipping AS
	 	Limited Company	 	No	 	Norway	 	 	976 854 020	 
	Trico Subsea
	 	Limited Company	 	No	 	Norway	 	 	990 653 305	 
	Holding AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean AS
	 	Limited Company	 	No	 	Norway	 	 	980 772 805	 
	Trico Supply (UK)
	 	Limited Company	 	No	 	UK	 	 	1275998	 
	Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Albyn Marine Limited
	 	Limited Company	 	No	 	Scotland	 	 	SC172765	 
	CTC Marine Projects
	 	Limited Company	 	No	 	UK	 	 	2835294	 
	Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean Brasil
	 	Limited Company	 	No	 	Brazil	 	CNPJ/MF
	Servicios Ltda.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08.932.031/0001-92	 
	DeepOcean Maritime
	 	Limited Company	 	No	 	Norway	 	 	948 230 798	 
	AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean
	 	Limited Company	 	No	 	Norway	 	 	987 538 880	 
	Management AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean de Mexico
	 	Limited Company	 	No	 	Mexico	 	 	8500*3	 
	S. de R.L. de C.V.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CTC Marine Norway AS
	 	Limited Company	 	No	 	Norway	 	 	982 603 382	 






 









 






SCHEDULE VII
Page 2





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Organizational	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Identification	 
	 	 	 	 	 	 	Registered	 	 	Jurisdiction of	 	 	Number (if	 
	Borrower/Guarantor	 	Type of Organization	 	 	Organization (Y/N)	 	 	Organization	 	 	applicable)	 
	CTC Marine Projects
	 	Limited Company	 	No	 	Guernsey	 	 	46530	 
	(Guernsey) Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean Subsea
	 	Limited Company	 	No	 	UK	 	 	5056858	 
	Services Limited
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean B.V.
	 	Limited Company	 	No	 	The Netherlands	 	 	37090676	 
	Servicios
	 	Limited Company	 	No	 	Mexico	 	 	8722*3	 
	Profesionales de
Apoyo
Especializado, S.
de R.L. de C.V.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Servicios de
	 	Limited Company	 	No	 	Mexico	 	 	8723*3	 
	Soporte Profesional
Administrativo, S.
de R.L. de C.V.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean UK Ltd.
	 	Limited Company	 	No	 	Scotland	 	 	SC240196	 
	DeepOcean Shipping
	 	Limited Company	 	No	 	Norway	 	 	977 289 483	 
	III AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DeepOcean Shipping
	 	Limited Company	 	No	 	Norway	 	 	992 035 870	 
	II AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deep Ocean Shipping
	 	Limited Company	 	No	 	Norway	 	 	979 456 107	 
	AS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 








SCHEDULE VIII




TRANSACTIONS WITH AFFILIATES



None.





 









 








SCHEDULE IX




SUBSIDIARY GUARANTORS




Entities listed on Schedule V, other than Trico Supply AS and Trico Shipping AS





 









 





SCHEDULE X





SECURITY DOCUMENTS




A. Deeds of Covenants





	 	1.	 	Deed of Covenants with respect to the Deep Endeavor
	 
	 	2.	 	Deed of Covenants with respect to the Northern Canyon
	 
	 	3.	 	Deed of Covenants with respect to the Northern Queen
	 
	 	4.	 	Deed of Covenants with respect to the Northern Supporter
	 
	 	5.	 	Deed of Covenants with respect to the Trico Sabre
	 
	 	6.	 	Deed of Covenants with respect to the Atlantic Challenger





B. Earnings Assignment Agreements





	 	1.	 	Security Agreement between DeepOcean Brasil Servicos Ltda. and the Collateral
Agent
	 
	 	2.	 	Deed of Charge over Earnings between Trico Marine Cayman, L.P. and the
Collateral Agent
	 
	 	3.	 	Pledge without Transfer of Possession Agreement among DeepOcean de Mexico S. de
R.L. de C.V., Servicios Profesionales de Apoyo Especializado, S. de R.L. de C.V.,
Servicios de Soporte Profesional Administrativo, S. de R.L. de C.V. and the Collateral
Agent
	 
	 	4.	 	Deed of Undisclosed Pledge of Receivables between DeepOcean B.V. and the
Collateral Agent
	 
	 	5.	 	Security Agreement between Issuer and the Collateral Agent
	 
	 	6.	 	Security Agreement between Trico Supply AS and the Collateral Agent
	 
	 	7.	 	Security Agreement between Trico Subsea Holdings AS and the Collateral Agent
	 
	 	8.	 	Security Agreement between Trico Subsea AS and the Collateral Agent
	 
	 	9.	 	Security Agreement between DeepOcean Shipping AS and the Collateral Agent
	 
	 	10.	 	Security Agreement between DeepOcean Shipping II AS and the Collateral Agent
	 
	 	11.	 	Security Agreement between DeepOcean Shipping III AS and the Collateral Agent
	 
	 	12.	 	Security Agreement between DeepOcean AS and the Collateral Agent
	 
	 	13.	 	Security Agreement between CTC Marine Norway AS and the Collateral Agent
	 
	 	14.	 	Security Agreement between DeepOcean Maritime AS and the Collateral Agent
	 
	 	15.	 	Security Agreement between DeepOcean Management AS and the Collateral Agent




 









 




SCHEDULE
X

Page 2




	 	16.	 	Debenture between Trico Supply (UK) Limited and the Collateral Agent
	 
	 	17.	 	Debenture between CTC Marine Projects Limited and the Collateral Agent
	 
	 	18.	 	Debenture between DeepOcean Subsea Services Limited and the Collateral Agent
	 
	 	19.	 	Floating Charge by DeepOcean UK Ltd. in favour of the Collateral Agent
	 
	 	20.	 	Floating Charge by Albyn Marine Limited in favour of the Collateral Agent





C. Assignment of Ship Building Contracts and Assignment of Refund Guarantees





	 	1.	 	Shipbuilding Contract Assignment between Trico Subsea AS and the Collateral
Agent regarding Yard Number 117 at Tebma Shipyards Limited
	 
	 	2.	 	Refund Guarantee Assignment between Trico Subsea AS and the Collateral Agent
regarding Yard Number 117 at Tebma Shipyards Limited
	 
	 	3.	 	Shipbuilding Contract Assignment between Trico Subsea AS and the Collateral
Agent regarding Yard Number 118 at Tebma Shipyards Limited
	 
	 	4.	 	Refund Guarantee Assignment between Trico Subsea AS and the Collateral Agent
regarding Yard Number 118 at Tebma Shipyards Limited
	 
	 	5.	 	Shipbuilding Contract Assignment between Trico Subsea AS and the Collateral
Agent regarding Yard Number 119 at Tebma Shipyards Limited
	 
	 	6.	 	Refund Guarantee Assignment between Trico Subsea AS and the Collateral Agent
regarding Yard Number 119 at Tebma Shipyards Limited





D. Deeds of Charge, Security Agreements and Share Pledge Agreements





	 	1.	 	Share Pledge Agreement over the shares in Trico Subsea AS
	 
	 	2.	 	Share Pledge Agreement over the shares in DeepOcean Shipping AS
	 
	 	3.	 	Share Pledge Agreement over the shares in DeepOcean Shipping II AS
	 
	 	4.	 	Share Pledge Agreement over the shares in DeepOcean Shipping III AS
	 
	 	5.	 	Share Pledge Agreement over the shares in Trico Subsea Holding AS
	 
	 	6.	 	Deed of Charge over the general partner interest in Trico Marine Cayman, L.P.
	 
	 	7.	 	Share Pledge Agreement over the shares in Trico Supply AS
	 
	 	8.	 	Share Pledge Agreement over the shares in the Issuer
	 
	 	9.	 	Share Pledge Agreement over the shares in DeepOcean AS
	 
	 	10.	 	Charge of Certificated Securities between Trico Supply AS and the Collateral
Agent with respect to the securities of Trico Supply (UK) Limited




 









 





SCHEDULE
X

Page 3



	 	11.	 	Stock Transfer Form regarding Trico Supply (UK) Limited
	 
	 	12.	 	Charge of Certificated Securities between DeepOcean AS and the Collateral Agent
with respect to the securities of CTC Marine Projects Limited
	 
	 	13.	 	Stock Transfer Form for the securities of CTC Marine Projects
	 
	 	14.	 	Share Pledge Agreement over the shares in DeepOcean Maritime AS
	 
	 	15.	 	Share Pledge Agreement over the shares in DeepOcean Management AS
	 
	 	16.	 	Quota Pledge Agreement among DeepOcean AS and Deep Ocean Maritime AS, as
pledgors, Deep Ocean Brasil Servicos Ltda., as the intervening party, and the
Collateral Agent
	 
	 	17.	 	Equity Holders Pledge Agreement among DeepOcean AS, DeepOcean Management AS,
DeepOcean de Mexico S. de R.L. de C.V., Servicios Profesionales de Apoyo Especializado,
S. de R.L. de C.V., Servicios de Soporte Profesional Administrativo, S. de R.L. de C.V.
and the Collateral Agent
	 
	 	18.	 	Charge of Certificated Securities by Trico Supply (UK) Limited in favour of the
Collateral Agent with respect to the securities of Albyn Marine Limited
	 
	 	19.	 	Stock Transfer Form for the securities of Albyn Marine Limited
	 
	 	20.	 	Share Pledge Agreement over the shares CTC Marine Norway AS
	 
	 	21.	 	Deed of Charge over the equity in CTC Marine Projects (Guernsey) Limited
	 
	 	22.	 	Deed of Disclosed Pledge of Registered Shares among DeepOcean Maritime AS, the
Collateral Agent, and DeepOcean BV
	 
	 	23.	 	Charge over Certificated Securities by DeepOcean Subsea Services Limited in
favour of the Collateral Agent with respect to the securities of DeepOcean UK Ltd
	 
	 	24.	 	Stock Transfer Form for DeepOcean Subsea Services Limited
	 
	 	25.	 	Stock Transfer Form for the securities of DeepOcean UK Ltd.
	 
	 	26.	 	Pledge and Security Agreement among the Issuer, the Guarantors and the
Collateral Agent with respect to, among other things, the member interest in Trico
Holdco LLC





E. Account Pledge and Security Agreements and Blocked Account Control Agreements





	 	1.	 	Security Agreement between the Issuer and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (DNB NOR Bank ASA)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts (DNB
NOR Bank ASA)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)




 









 




SCHEDULE
X

Page 4




	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	2.	 	Security Agreement between Trico Supply AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (DNB NOR Bank ASA)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts (DNB
NOR Bank ASA)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	3.	 	Security Agreement between Trico Subsea Holdings AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	4.	 	Security Agreement between Trico Subsea AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	5.	 	Security Agreement between DeepOcean Shipping AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	6.	 	Security Agreement between DeepOcean Shipping II AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	7.	 	Security Agreement between DeepOcean Shipping III AS and the Collateral Agent




 









 




SCHEDULE
X

Page 5






	 	(a)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	8.	 	Security Agreement between DeepOcean AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (DNB NOR Bank ASA)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts (DNB
NOR Bank ASA)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)






	 	9.	 	Charge over Bank Account between Trico Supply (UK) Limited and the Collateral
Agent
	 
	 	10.	 	Charge over Bank Account by Albyn Marine Limited in favour of the Collateral
Agent
	 
	 	11.	 	Charge over Bank Account between CTC Marine Projects Limited and the Collateral
Agent
	 
	 	12.	 	Bank Accounts Pledge Agreement between DeepOcean Brasil Servicos Ltda. and the
Collateral Agent
	 
	 	13.	 	Security Agreement between DeepOcean Maritime AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)
	 
	 	(c)	 	Notice of Assignment of Bank Accounts (Nordea Bank Norge ASA)
	 
	 	(d)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(Nordea Bank Norge ASA)






	 	14.	 	Charge over Bank Account between DeepOcean Subsea Services Limited and the
Collateral Agent
	 
	 	15.	 	Charge over Bank Account by DeepOcean UK Ltd. in favour of the Collateral Agent
	 
	 	16.	 	Security Agreement between DeepOcean Management AS and the Collateral Agent






	 	(a)	 	Notice of Assignment of Bank Accounts (SR-Bank)
	 
	 	(b)	 	Acknowledgement of Notice of Assignment of Bank Accounts
(SR-Bank)




 









 






SCHEDULE
X

Page 6




	 	17.	 	Pledge without Transfer of Possession Agreement among DeepOcean de Mexico S. de
R.L. de C.V., Servicios Profesionales de Apoyo Especializado, S. de R.L. de C.V.,
Servicios de Soporte Profesional Administrativo, S. de R.L. de C.V. and the Collateral
Agent
	 
	 	18.	 	Deposit Account Control Agreement among the Trico Marine Cayman, L.P., the
Collateral Agent, and Nordea
	 
	 	19.	 	Security Interest Agreement in relation to the bank accounts with Barclays
Private Clients International Limited, Guernsey, by and between Wilmington Trust FSB as
Collateral Agent and CTC Marine Projects (Guernsey) Limited as Grantor
	 
	 	20.	 	Deed of Disclosed Pledge of Bank Accounts between DeepOcean B.V. as Pledgor and
Wilmington Trust FSB as Collateral Agent
	 
	 	21.	 	Control Agreement Regarding Deposit Accounts among the assignor Wilmington
Trust FSB as Collateral Agent and Nordea Bank Finland plc, New York Branch as the
“bank”






 









 





SCHEDULE
XI





MORTGAGED VESSELS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Jurisdiction of
	 	 	 	 	 	 	 	 	 	 	Registration and
	#	 	Name	 	Registered Owner	 	Number	 	Flag
	1.

	 	M/V Northern Canyon
	 	Trico Shipping AS
	 	 	8000711	 	 	Bahamian
	2.

	 	M/V Deep Endeavour
	 	Deep Ocean Shipping

II AS
	 	 	9203306	 	 	Isle of Man
	3.

	 	M/V Atlantic

Challenger
	 	Deep Ocean Shipping

AS
	 	 	8607311	 	 	Isle of Man
	4.

	 	M/V Northern

Commander
	 	Trico Shipping AS
	 	 	8501098	 	 	Norwegian
	5.

	 	M/V Northern

Crusader
	 	Trico Shipping AS
	 	 	9005364	 	 	Norwegian
	6.

	 	M/V Northern

Princess
	 	Trico Shipping AS
	 	 	1576	 	 	Vanuatu and Brazil
	7.

	 	M/V Northern Queen
	 	Trico Shipping AS
	 	 	705528	 	 	British
	8.

	 	M/V Northern River
	 	Trico Shipping AS
	 	 	9179323	 	 	Norwegian
	9.

	 	M/V Northern

Supporter
	 	Trico Shipping AS
	 	 	728683	 	 	British
	10.

	 	M/V Northern Wave
	 	Trico Shipping AS
	 	 	9255141	 	 	Norwegian
	11.

	 	M/V Trico Sabre
	 	Trico Subsea AS
	 	 	8001643	 	 	Bahamian







 









 





SCHEDULE XII





Required Insurance




     (a) The Shipowner, at its own expense, or with respect to part (a)(iii) of the Insurance
Provisions the Mortgagee at the expense of the Shipowner, will keep the Vessel insured with
insurers and protection and indemnity clubs or associations of internationally recognized
responsibility, and placed in such markets, on such terms and conditions, and through brokers, in
each case reasonably satisfactory to the Mortgagee and under forms of policies approved by the
Mortgagee against the risks indicated below and such other risks as the Mortgagee may specify from
time to time:




     (i) Marine and war risk, including London Blocking and Trapping Addendum and Lost
Vessel Clause, hull and machinery insurance on an agreed value in an amount in U.S. dollars
equal to, except as otherwise approved or required in writing by the Mortgagee, the greater
of (x) the then full commercial value of the Vessel and (y) an amount which, when aggregated
with such insured value of the other Mortgaged Vessels (if the other Mortgaged Vessels are
then subject to a mortgage in favor of the Mortgagee under the Credit Agreement, and have
not suffered an Event of Loss), is equal to 110% of the then current Total Commitment.




     (ii) Marine and war risk protection and indemnity insurance or equivalent insurance
(including coverage against liability for passengers, fines and penalties arising out of the
operation of the Vessel, insurance against liability arising out of pollution, spillage or
leakage, and workmen’s compensation or longshoremen’s and harbor workers’ insurance as shall
be required by applicable law) in such amounts approved by the Mortgagee; provided,
however that insurance against liability under law or international convention
arising out of pollution, spillage or leakage shall be in an amount not less than the
greater of:




     
(y) the maximum amount available of $1,000,000,000, as that amount may from
time to time change, from the International Group of Protection and Indemnity
Associations or alternatively such sources of pollution, spillage or leakage
coverage as are commercially available in any absence of such coverage by the
International Group as shall be carried by prudent shipowners for similar vessels
engaged in similar trades plus amounts available from customary excess insurers of
such risks as excess amounts shall be carried by prudent shipowners for similar
vessels engaged in similar trades; and



     
(z)the amounts required by the laws or regulations of the United States of
America or any applicable jurisdiction in which the Vessel may be trading from time
to time.





     (iii) Mortgagee’s interest insurance (including extended mortgagee interest-additional
perils-pollution) coverage satisfactory to the Mortgagee in an amount which, when aggregated
with such insured value of the other Mortgaged Vessels (if the other Mortgaged Vessels are
then subject to a mortgage in favor of the Mortgagee under the Credit Agreement, and have
not suffered an Event of Loss), is equal to 110% of the then



 









 





SCHEDULE X
Page 2




applicable Total Commitment; all such mortgagee’s interest insurance cover shall in the
Mortgagee’s discretion be obtained directly by the Mortgagee and the Shipowner shall on
demand pay all costs of such cover.




     (iv) While the Vessel is idle or laid up, at the option of the Shipowner and in lieu of
the above-mentioned marine and war risk hull insurance, port risk insurance insuring the
Vessel against the usual risks encountered by like vessels under similar circumstances.



     (b) The marine and commercial war-risk insurance required by the Insurance Provisions shall
have deductibles and franchises no higher than the following: (i) Hull and Machinery — U.S.
$115,000 for all hull claims and U.S. $150,000 for all machinery claims each accident or occurrence
and (ii) Protection and Indemnity — U.S. $50,000 for cargo claims, U.S. $35,000 for crew claims,
U.S. $10,000 passenger claims and U.S. $15,000 all other claims, in each case each accident or
occurrence.



     All insurance maintained hereunder shall be primary insurance without right of contribution
against any other insurance maintained by the Mortgagee. Each policy of marine and war risk hull
and machinery insurance with respect to the Vessel shall provide that the Mortgagee shall be a
named insured and a loss payee. Each entry in a marine and war risk protection indemnity club with
respect to the Vessel shall note the interest of the Mortgagee. The Mortgagee and its successors
and assigns shall not be responsible for any premiums, club calls, assessments or any other
obligations or for the representations and warranties made therein by the Shipowner or any other
person.



     (c) The Shipowner will furnish the Mortgagee from time to time on request, and in any event at
least annually, a detailed report signed by a firm of marine insurance brokers acceptable to the
Mortgagee with respect to P & I entry, the hull and machinery and war risk insurance carried and
maintained on the Vessel, together with their opinion as to the adequacy thereof and its compliance
with the provisions of this Mortgage. At the Shipowner’s expense the Shipowner will cause such
insurance broker and the P & I club or association providing P & I insurance referred to in part
(a)(ii) of the Insurance Provisions, to agree to advise the Mortgagee by telex or telecopier
confirmed by letter of any expiration, termination, alteration or cancellation of any policy, any
default in the payment of any premium and of any other act or omission on the part of the Shipowner
of which it has knowledge and which might invalidate or render unenforceable, in whole or in part,
any insurance on the Vessel, and to provide an opportunity of paying any such unpaid premium or
call, such right being exercisable by the Mortgagee on a vessel by vessel and not on a fleet basis.
In addition, the Shipowner shall promptly provide the Mortgagee with any information which the
Mortgagee reasonably requests for the purpose of obtaining or preparing any report from an
independent marine insurance consultant as to the adequacy of the insurances effected or proposed
to be effected in accordance with this Mortgage as of the date hereof or in connection with any
renewal thereof, and the Shipowner shall upon demand indemnify the Mortgagee in respect of all
reasonable fees and other expenses incurred by or for the account of the Mortgagee in connection
with any such report; provided the Mortgagee shall be entitled to such indemnity only for one such
report during any period of twelve months.



 









 





SCHEDULE X
Page 3





     The underwriters or brokers shall furnish the Mortgagee with a letter or letters of
undertaking to the effect that:




     (i) they will hold the instruments of insurance, and the benefit of the insurances
thereunder, to the order of the Mortgagee in accordance with the terms of the loss payable
clause referred to in the relevant Assignment of Insurances for the Vessel; and




     (ii) they will have endorsed on each and every policy as and when the same is issued
the loss payable clause and the notice of assignment referred to in the relevant Assignment
of Insurances for the Vessel; and




     (iii) they will not set off against any sum recoverable in respect of a claim against
the Vessel under the said underwriters or brokers or any other person in respect of any
other vessel nor cancel the said insurances by reason of non-payment of such premiums or
other amounts.



     All policies of insurance required hereby shall provide for not less than 14 days prior
written notice to be received by the Mortgagee of the termination or cancellation of the insurance
evidenced thereby. All policies of insurance maintained pursuant to these Insurance Provisions for
risks covered by insurance other than that provided by a P & I Club shall contain provisions
waiving underwriters’ rights of subrogation thereunder against any assured named in such policy and
any assignee of said assured. The Shipowner has assigned to the Mortgagee its rights under any
policies of insurance in respect of the Vessel. The Shipowner agrees that, unless the insurances
by their terms provide that they cannot cease (by reason of nonrenewal or otherwise) without the
Mortgagee being informed and having the right to continue the insurance by paying any premiums not
paid by the Shipowner, receipts showing payment of premiums for required insurance and also of
demands from the Vessel’s P & I underwriters shall be in the hands of the Mortgagee at least two
(2) days before the risk in question commences.



     (d) Unless the Mortgagee shall otherwise agree, all amounts of whatsoever nature payable under
any insurance must be payable to the Mortgagee for distribution first to itself and thereafter to
the Shipowner or others as their interests may appear. Nevertheless, until otherwise required by
the Mortgagee by notice to the underwriters upon the occurrence and continuance of an Event of
Default, (i) amounts payable under any insurance on the Vessel with respect to protection and
indemnity risks may be paid directly to the Shipowner to reimburse it for any loss, damage or
expense incurred by it and covered by such insurance or to the person to whom any liability covered
by such insurance has been incurred, and (ii) amounts payable under any insurance with respect to
the Vessel involving any damage to the Vessel, may be paid by underwriters directly for the repair,
salvage or other charges involved or, if the Shipowner shall have first fully repaired the damage
or paid all of the salvage or other charges, may be paid to the Shipowner as reimbursement
therefor; provided, however, that if such amounts (including any franchise or deductible) are in
excess of U.S. $1,000,000, the underwriters shall not make such payment without first obtaining the
written consent thereto of the Mortgagee.



 









 





Schedule
X
 Page 4



     (e) All amounts paid to the Mortgagee in respect of any insurance on the Vessel shall be
disposed of as follows (after deduction of the expenses of the Mortgagee in collecting such
amounts):




     (i) any amount which might have been paid at the time, in accordance with the
provisions of paragraph (d) above, directly to the Shipowner or others shall be paid by the
Mortgagee to, or as directed by, the Shipowner;




     (ii) all amounts paid to the Mortgagee in respect of an Event of Loss of the Vessel
shall be applied by the Mortgagee to the payment of the Indebtedness hereby secured pursuant
to Section 4.02(a) of the Credit Agreement;




     (iii) all other amounts paid to the Mortgagee in respect of any insurance on the Vessel
may, in the Mortgagee’s sole discretion, be held and applied to the prepayment of the
Indebtedness hereby secured or to making of needed repairs or other work on the Vessel, or
to the payment of other claims incurred by the Shipowner relating to the Vessel, or may be
paid to the Shipowner or whosoever may be entitled thereto.



     (f) In the event that any claim or lien is asserted against the Vessel for loss, damage or
expense which is covered by insurance required hereunder and it is necessary for the Shipowner to
obtain a bond or supply other security to prevent arrest of the Vessel or to release the Vessel
from arrest on account of such claim or lien, the Mortgagee, on request of the Shipowner, may, in
the sole discretion of the Mortgagee, assign to any person, firm or corporation executing a surety
or guarantee bond or other agreement to save or release the Vessel from such arrest, all right,
title and interest of the Mortgagee in and to said insurance covering said loss, damage or expense,
as collateral security to indemnify against liability under said bond or other agreement.



     (g) The Shipowner shall deliver to the Mortgagee copies and, whenever so requested by the
Mortgagee, the originals of all certificates of entry, cover notes, binders, evidences of insurance
and policies and all endorsements and riders amendatory thereof in respect of insurance maintained
under this Vessel Mortgage for the purpose of inspection or safekeeping, or, alternatively,
satisfactory letters of undertaking from the broker holding the same. The Mortgagee shall be under
no duty or obligation to verify the adequacy or existence of any such insurance or any such
policies, endorsement or riders.



     (h) The Shipowner agrees that it will not execute or permit or willingly allow to be done any
act by which any insurance may be suspended, impaired or cancelled, and that it will not permit or
allow the Vessel to undertake any voyage or run any risk or transport any cargo which may not be
permitted by the policies in force, without having previously notified the Mortgagee in writing and
insured the Vessel by additional coverage to extend to such voyages, risks, passengers or cargoes.



     (i) In case any underwriter proposes to pay less on any claim than the amount thereof, the
Shipowner shall forthwith inform the Mortgagee, and if an Event of Default has



 









 




Schedule
X
 Page 5




occurred and is continuing, the Mortgagee shall have the exclusive right to negotiate and
agree to any compromise.



     (j) The Shipowner will comply with and satisfy all of the provisions of any applicable law,
convention, regulation, proclamation or order concerning financial responsibility for liabilities
imposed on the Shipowner or the Vessel with respect to pollution by any state or nation or
political subdivision thereof and will maintain all certificates or other evidence of financial
responsibility as may be required by any such law, convention, regulation, proclamation or order
with respect to the trade in which the Vessel is from time to time engaged and the cargo carried by
it except where its failure to comply with the foregoing could not, individually or in the
aggregate, be expected to have a Material Adverse Effect.