d928741_ex10-6.htm


    
      	
              Exhibit
      10.6

            
	 
      
	
              CREDIT FACILITY AGREEMENT

               

               

            
	
              18 JULY
2008

               

               

            
	
              DRILLSHIP SKOPELOS OWNERS
      INC.

              as
      Owner

               

               

              DEUTSCHE
      BANK AG, LONDON BRANCH

               

              as
      Bookrunner and Joint Mandated Lead Arranger

               

               

              DEXIA
      CRÉDIT LOCAL, NEW YORK BRANCH

               

              as
      Joint Mandated Lead Arranger

               

               

              VARIOUS
      FINANCIAL INSTITUTIONS

              as
      Lenders

               

              DEUTSCHE
      BANK AG, LONDON BRANCH

               

              and

               

              DEXIA
      CRÉDIT LOCAL, NEW YORK BRANCH

              as
      Swap Banks

               

              DEUTSCHE
      BANK LUXEMBOURG S.A.

              as
      Facility Agent

               

              and

               

              DEUTSCHE
      BANK AG FILIALE DEUTSCHLANDGESCHÄFT

              as
      Security Trustee

            


    

    


     

     

    
    

     

    
      	
               ALLEN
      & OVERY

               

              Allen & Overy LLP

               

              15437-06552 BK:9430134.1

            


    

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    CONTENTS

     

     

    
      
        	
                Clause

                 

              	 	
                Page 

              
	
                1.

              	
                Interpretation

              	
                1

              
	
                2.

              	
                Facilities

              	
                29

              
	
                3.

              	
                Conditions
      Precedent

              	
                30

              
	
                4.

              	
                Utilisation

              	
                31

              
	
                5.

              	
                Repayment

              	
                35

              
	
                6.

              	
                Prepayment
      and Cancellation

              	
                35

              
	
                7.

              	
                Interest

              	
                40

              
	
                8.

              	
                Terms

              	
                41

              
	
                9.

              	
                Market
      Disruption

              	
                42

              
	
                10.

              	
                Taxes

              	
                43

              
	
                11.

              	
                Increased
      Costs

              	
                45

              
	
                12.

              	
                Accounts

              	
                46

              
	
                13.

              	
                Payments

              	
                52

              
	
                14.

              	
                Representations
      and Warranties

              	
                54

              
	
                15.

              	
                Information
      Covenants

              	
                61

              
	
                16.

              	
                General
      Covenants

              	
                66

              
	
                17.

              	
                Insurances

              	
                80

              
	
                18.

              	
                Default

              	
                85

              
	
                19.

              	
                Security

              	
                90

              
	
                20.

              	
                The
      Administrative Parties

              	
                91

              
	
                21.

              	
                Evidence
      and Calculations

              	
                96

              
	
                22.

              	
                Fees

              	
                96

              
	
                23.

              	
                Indemnities
      and Break Costs

              	
                97

              
	
                24.

              	
                Expenses

              	
                100

              
	
                25.

              	
                Waiver
      of Consequential Damages

              	
                101

              
	
                26.

              	
                Amendments
      and Waivers

              	
                101

              
	
                27.

              	
                Changes
      to the Parties

              	
                103

              
	
                28.

              	
                Disclosure
      of Information

              	
                105

              
	
                29.

              	
                Set-Off

              	
                106

              
	
                30.

              	
                Pro
      Rata Sharing

              	
                106

              
	
                31.

              	
                Severability

              	
                107

              
	
                32.

              	
                Counterparts

              	
                107

              
	
                33.

              	
                Notices

              	
                107

              
	
                34.

              	
                Language

              	
                109

              
	
                35.

              	
                Governing
      Law

              	
                109

              
	
                36.

              	
                Enforcement

              	
                109

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    


    Schedule                                                                                               Page

     

    
      	
              1.

            	
              Original
      Lenders 

            	
              111

            


    

    
      	
              2.

            	
              Conditions
      Precedent 

            	
              112

            


    

    
      	
               
      

            	
              Part
      1

            	
              Incidental
      Costs Loan 

            	
              112

            


    

    
      	
               
      

            	
              Part
      2

            	
              Instalment
      Loan 1 

            	
              115

            


    

    
      	
               
      

            	
              Part
      3

            	
              Instalment
      Loan 2 

            	
              116

            


    

    
      	
               
      

            	
              Part
      4

            	
              Instalment
      Loan 3 

            	
              117

            


    

    
      	
               
      

            	
              Part
      5

            	
              Delivery
      Loan 

            	
              118

            


    

    
      	
               
      

            	
              Part
      6

            	
              Incidental
      Vessel Costs Loan 

            	
              121

            


    

    
      	
              3.

            	
              Form
      of Request 

            	
              122

            


    

    
      	
              4.

            	
              Form
      of Transfer Certificate 

            	
              124

            


    

    
      	
              5.

            	
              Loan
      Repayment Schedule 

            	
              126

            


    

    
      	
              6.

            	
              Calculation
      Certificate 

            	
              127

            


    

    
      	
              7.

            	
              Incidental
      Vessel Costs 

            	
              128

            


    

    
      	
              8.

            	
              Calculation
      of the Mandatory Cost 

            	
              129

            


    

     

    Appendix

     

    
      	
              1.

            	
              Form
      of Delivery General Assignment 

            	
              131

            


    

    
      	
              2.

            	
              Form
      of Mortgage 

            	
              132

            


    

    
      	
              3.

            	
              Form
      of Charter Assignment 

            	
              133

            


    

    
      	
              4.

            	
              Form
      of Swap Agreement Assignment 

            	
              134

            


    

    
      	
              5.

            	
              Form
      of DPP 

            	
              135

            


    

    
      	
              6.

            	
              Form
      of General Assignment 

            	
              136

            


    

    
      	
              7.

            	
              Form
      of Share Charge 

            	
              137

            


    

    
      	
              8.

            	
              Form
      of Accounts Charge Agreement 

            	
              138

            


    

    
      	
              9.

            	
              Form
      of Equity Account Charge 

            	
              139

            


    

    
      	
              10.

            	
              Form
      of Management Agreement Assignment 

            	
              140

            


    

    
      	
              11.

            	
              Form
      of Floating Charge 

            	
              141

            


    

    
      	
              12.

            	
              Approved
      Budget 

            	
              142

            


    

     

    
      	Signatories	143 
	 	 
	 	 


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THIS AGREEMENT is dated 18
July 2008

     

    BETWEEN:

     

    
      	
              (1)

            	
              DRILLSHIP SKOPELOS OWNERS
      INC. a corporation incorporated in the Marshall Islands with
      registered address at Trust Company Complex, Ajeltake Road, Ajeltake
      Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner);

            


    

     

    
      	
              (2)

            	
              DEUTSCHE BANK AG, LONDON BRANCH
      as bookrunner and joint mandated lead arranger and bookrunner (in
      this capacity the Bookrunner and Joint Mandated
      Lead Arranger);

            


    

     

    
      	
              (3)

            	
              DEXIA CRÉDIT LOCAL, NEW YORK
      BRANCH as joint mandated lead arranger (in this capacity the Joint Mandated Lead
      Arranger);

            


    

     

    
      	
              (4)

            	
              THE FINANCIAL INSTITUTIONS
      listed in  Schedule 1 (Original Lenders) as original lenders
      (the Original
      Lenders);

            


    

     

    
      	
              (5)

            	
              DEUTSCHE BANK AG, LONDON BRANCH
      as swap bank (in this capacity a Swap
    Bank);

            


    

     

    
      	
              (6)

            	
              DEXIA CRÉDIT LOCAL, NEW YORK
      BRANCH as swap bank (in this capacity a Swap
    Bank);

            


    

     

    
      	
              (7)

            	
              DEUTSCHE BANK LUXEMBOURG
      S.A. as facility agent (in this capacity the Facility Agent);
      and

            


    

     

    
      	
              (8)

            	
              DEUTSCHE BANK AG FILIALE
      DEUTSCHLANDGESCHÄFT as security trustee (in this capacity the Security
      Trustee).

            


    

     

    IT IS AGREED as
follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
this Agreement:

     

    Account Bank means Deutsche
Bank AG (acting through its London branch) or any other bank or financial
institution which replaces the Account Bank in accordance with clause 13 of the
DPP.

     

    Account Bank Mandate means, in
relation to any Account (other than the Equity Account), the resolutions,
instructions and signature authorities relating to such Accounts as will be
agreed by the Account Bank, the Owner and the Security Trustee on or prior to
the Utilisation Date for the Incidental Costs Loan.

     

    Accounts means together the
Debt Service Reserve Account, the Proceeds Account, the Debt Service Account,
the CAPEX Account, the Equity Account and the Operating Expenses
Account.

     

    Accounts Charge Agreement
means the charge document in the form attached at Appendix
8 (Form of Accounts Charge Agreement) entered into or to be entered into on
or prior to the Utilisation Date for the Incidental Costs Loan by the Owner in
favour of the Security Trustee in respect of the Accounts (other than the Equity
Account).

     

    Act means the Law of Property
Act 1925.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     

    Administrative Party means the
Facility Agent or the Security Trustee.

     

    Affiliate means a Subsidiary
or a Holding Company of a person or any other Subsidiary of that Holding
Company.

     

    Agreement means this credit
facility agreement, including any schedules or appendices hereto, as amended
from time to time.

     

    Annual Budget means a budget
itemising:

     

    
      	
               
      

            	
              (a)

            	
              during
      the Pre-Completion Period, the Contract Price, the Incidental Costs, any
      other costs approved by the Lenders and any other costs and expenses
      incurred or to be incurred in relation to the construction of the Vessel
      and containing sufficient information and details to enable the Equity
      Collateral to be calculated; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              during
      the Post-Completion Period:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      anticipated Earnings;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      anticipated Operating Expenses; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      anticipated CAPEX Expenses,

            


    

     

    in
each case of the Owner for a financial year of the Owner agreed by the board of
directors of the Owner (based on the good faith estimates of the officers of the
Owner and the Manager) and approved by the Facility Agent in accordance with
Clause 15.3 (Annual Budget and reports).

     

    Applicable Law means any or
all applicable law (whether civil, criminal or administrative), common law,
statute, statutory instrument, treaty, convention, regulation, directive,
by-law, demand, decree, ordinance, injunction, resolution, order, judgment,
rule, permit, licence or restriction (in each case having the force of law) and
codes of practice or conduct, circulars and guidance notes generally accepted
and applied by the global off-shore oil-rig industry, in each case of any
government, quasi-government, supranational, federal, state or local government,
statutory or regulatory body, court, agency or association relating to all laws,
rules, directives and regulations, national or international, public or private
in any applicable jurisdiction from time to time.

     

    Applicable Margin means, in
respect of the KEXIM Loans or, as the case may be, the Commercial
Loans:

     

    
      	
               
      

            	
              (a)

            	
              during
      the Pre-Completion Period, the Pre-Completion Margin;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              during
      the Post-Completion Period, the Post-Completion
  Margin,

            


    

     

    as
the case may be.

     

    Approved Brokers means R.S.
Platou Offshore, ODS Petrodata, H. Clarksons & Co Ltd. and Fearnley Offshore
AS, or such other brokers as may be approved by the Facility Agent and the Owner
in writing.

     

    Approved Budget means an
Annual Budget approved by the Facility Agent in accordance with
Clause 15.3 (Annual Budget and reports), the first such Annual Budget
(covering the Pre-Completion Period) being attached as Appendix
12.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    Approved Incidental Vessel
Costs means the costs of any of the types set out in Schedule 7 up to the
amounts for such costs specified in the budget for the project of constructing
the Vessel approved by the Facility Agent.

     

    Availability Period
means:

     

    
      	
               
      

            	
              (a)

            	
              for
      the Incidental Costs Loan, the Incidental Costs Loan Availability
      Period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      the Instalment Loan 1, the Instalment Loan 1 Availability
      Period;

            


    

     

    
      	
               
      

            	
              (c)

            	
              for
      the Instalment Loan 2, the Instalment Loan 2 Availability
      Period;

            


    

     

    
      	
               
      

            	
              (d)

            	
              for
      the Instalment Loan 3, the Instalment Loan 3 Availability
      Period;

            


    

     

    
      	
               
      

            	
              (e)

            	
              for
      the Delivery Loan, the period from and including the Delivery Date to and
      including the earlier of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Final Completion Date; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Longstop Date;

            


    

     

    
      	
               
      

            	
              (f)

            	
              for
      the Undrawn Amount Loan, the period from and including the date falling
      ten (10) Business Days after the Final Completion Date to and including
      the date falling thirty (30) Business Days after the Final Completion
      Date; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              for
      an Incidental Vessel Costs Loan, the period from and including the date of
      this Agreement to and including the Final Completion
  Date.

            


    

     

    Balancing Equity Contribution
means the amount (if positive) at that time equal to:

     

    
      	
               
      

            	
              (a)

            	
              the
      aggregate of all costs payable or reasonably expected to be payable by the
      Owner to the Builder under the Shipbuilding Contract;
  less

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      aggregate of the Expected Contract Price and any Balancing Equity
      Contributions already paid by the Owner into the Proceeds Account in
      accordance with Clause 12.2 (Proceeds
  Account).

            


    

     

    Basel Accord means the accord
on minimum capital requirements for internationally active banks promulgated in
1988 by the Basel Committee on Banking Supervision as amended prior to the date
of this Agreement.

     

    Basel II means the revision to
the Basel Accord as contemplated by the revised framework entitled
“International Convergence of Capital Measurement and Capital Standards: a
Revised Framework” published by the Basel Committee on Banking Supervision on 26
June 2004, as such revision may be implemented in the United Kingdom, the EEA
and the EU (including, for the avoidance of doubt, by way of changes to the EU
Capital Adequacy Directive).

     

    Break Costs has the meaning
given to such term in Clause 23.4(b) (Break Costs) or, in respect of any
Swap Bank, Clause 23.4(d) (Break Costs).

     

    Builder means Samsung Heavy
Industries Co., Ltd., a corporation incorporated in the Republic of Korea with
registered address at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15,
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     

    Business Day means a day
(other than a Saturday or a Sunday) on which banks are open for general business
in London, Luxembourg, Athens, Seoul, Oslo and New York.

     

    Calculation Certificate means
the calculation certificate referred to in Clause 15.11 (Calculation
Certificate) in the form set out in Schedule 6 (Calculation
Certificate).

     

    Calculation Period
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      period from (and including) the Final Completion Date of the Vessel to
      (and excluding) the first Repayment Date;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      subsequent period from (and including) a Repayment Date to (and excluding)
      the next Repayment Date or, as the case may be, the Final Maturity
      Date.

            


    

     

    CAPEX Account means the bank
account opened in the name of the Owner with the Account Bank and designated
“Skopelos CAPEX Account”.

     

    CAPEX Expenses means capital
expenses incurred by the Owner in respect of the continued maintenance and
operation of the Vessel, including modifications required to be made to the
Vessel by the Classification Society or as required by Applicable
Law.

     

    Charter Assignment means the security
agreement in the form attached at Appendix 3 (Form of Charter
Assignment) dated on or about the date of a Drilling Charter from the Owner to
the Security Trustee in respect of:

     

    
      	
               
      

            	
              (a)

            	
              its
      rights under that Drilling Charter;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              its
      rights under any applicable Charterer Parent
  Guarantee.

            


    

     

    Charter Termination Event
means:

     

    
      	
               
      

            	
              (a)

            	
              any
      material breach by the Charterer of the terms of a Drilling Charter or, as
      applicable, by the Charterer Parent of the terms of a Charter Parent
      Guarantee which material breach is not cured by the date which falls 20
      days after the date on which the Facility Agent gives written notice to
      the Owner of the breach and such breach is not remedied, or otherwise
      compensated for, in each case, to the satisfaction of the Majority Lenders
      within such period or if the matter has been referred to arbitration
      within that 20 day period, upon the earlier of a settlement being reached
      in respect of such arbitration and 15 days after the receipt of the final
      arbitration award; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      termination of a Drilling Charter by the Owner or the
      Charterer.

            


    

     

    Charterer means any approved
charterer of the Vessel under and in accordance with Clause
16.22 (Charters) or any replacement of such charterer in accordance with
Clause 16.22(c) (Charters).

     

    Charterer Direct Agreement
means a direct agreement dated on or about the date of a Drilling Charter and to
be entered into between the Charterer, the Owner and the Security Trustee, in
each case in form and substance satisfactory to the Facility Agent (acting on
the instructions of the Majority Lenders).

     

    Charterer Parent means any
person who as contemplated by Clause 16.22 (Charters) provides a guarantee
to the Owner in respect of a Charterer’s obligations under a Drilling
Charter.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    Charterer Parent Guarantee
means a guarantee, if any, from the Charterer Parent in form and substance
satisfactory to the Facility Agent (acting on the instructions of the Majority
Lenders) in favour of the Owner in respect of the Charterer’s obligations under
a Drilling Charter.

     

    Classification Society means
American Bureau of Shipping or such other classification society approved in
writing by the Facility Agent (acting on the instructions of the Majority
Lenders).

     

    Commercial Lenders means the
lenders detailed in Schedule 1 as Commercial Lenders together with any
New Lenders in respect of a Commercial Loan.

     

    Commercial Loan means that
portion of a Loan under the Facility (and identified as such in any Request)
advanced to the Owner by the Commercial Lenders.

     

    Commitment means:

     

    
      	
               
      

            	
              (a)

            	
              for
      an Original Lender, the amount set opposite its name in Schedule
      1 (Original Lenders) under the heading “Commitments” and the amount
      of any other Commitment it acquires;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      any other Lender, the amount of any other Commitment it
      acquires,

            


    

     

    to
the extent not cancelled, transferred or reduced under this
Agreement.

     

    Construction Insurances means
the construction insurances to be procured by the Builder under the terms of
Article XVII of the Shipbuilding Contract.

     

    Contract Price means the lower
of:

     

    
      	
               
      

            	
              (a)

            	
              the
      Expected Contract Price; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      total amount actually paid to the Builder by or on behalf of the Owner
      under the Shipbuilding Contract, as adjusted in accordance with the
      provisions of the Shipbuilding
Contract.

            


    

     

    Date of Total Loss means, in
respect of the Vessel, the date of Total Loss of the Vessel which date shall be
deemed to have occurred:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of an actual total loss, on the actual date and at the time the
      Vessel was lost or, if such date is not known, on the date on which the
      Vessel was last reported;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of a constructive total loss, upon the date and at the time
      notice of abandonment is given to the Insurers for the time being
      (provided a claim for total loss is admitted by such Insurers) or, if such
      Insurers do not forthwith admit such a claim, at the date and at the time
      at which either a total loss is subsequently admitted by the Insurers or a
      total loss is subsequently adjudged by a competent court of law or
      arbitration tribunal to have
occurred;

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of a compromised, agreed or arranged total loss, on the date upon
      which a binding agreement as to such compromised, agreed or arranged total
      loss has been entered into by the
Insurers;

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      the case of requisition for title or other compulsory acquisition, on the
      date upon which the relevant requisition for title or other compulsory
      acquisition occurs; or

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (e)

            	
              in
      the case of capture, seizure, arrest, detention, or confiscation of the
      Vessel by any government or by persons acting or purporting to act on
      behalf of any government, government authority or any other person or
      entity which deprives the Owner of the Vessel or, as the case may be, the
      Charterer of the use of the Vessel for more than 60 days, upon the expiry
      of the period of 60 days after the date upon which the relevant capture,
      seizure, arrest, detention or confiscation
  occurred.

            


    

     

    Debt Service Account means the
bank account opened in the name of the Owner with the Account Bank and
designated “Skopelos Debt Service Account”.

     

    Debt Service means, in
relation to any Calculation Period, an amount equal to the aggregate
of:

     

    
      	
               
      

            	
              (a)

            	
              Financing
      Costs accruing; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Financing
      Principal payable (other than as a result of a prepayment
      obligation),

            


    

     

    in
that period less any amounts accruing for payment to the Owner in that period
under a Swap Agreement.

     

    Debt Service Cover Ratio
means, on any Repayment Date, the ratio of Net Cash Flow to
Debt Service for the Calculation Period ending on that Repayment
Date.

     

    Debt Service Reserve Account
means the bank account in the name of the Owner with the Account Bank and
designated “Skopelos Debt Service Reserve Account”.

     

    Deed of Covenants means the
deed of covenants to be entered into between the Owner and the Security Trustee
collateral to the Mortgage.

     

    Default means:

     

    
      	
               
      

            	
              (a)

            	
              an
      Event of Default; or

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    Delivery Date means the date
of actual delivery of the Vessel to the Owner under the terms of the
Shipbuilding Contract.

     

    Delivery General Assignment
means the assignment of the Requisition Compensation and the Obligatory
Insurances together with all benefits under the contracts,
policies and entries under the Obligatory Insurances and all claims in respect
of them in substantially the form of Appendix 1 (Form of Delivery General Assignment) together with any and all notices
and acknowledgements entered into in connection therewith.

     

    Delivery Loan means the Loan
to be advanced under this Agreement on the Final Completion Date in relation to
the final Instalment.

     

    Deposit Bank means initially
Deutsche Bank AG, London Branch or, as the case may be, any other bank or
financial institution substituting or replacing it pursuant to Clause 12.11
of this Agreement or, as the case may be, clause 3.3 of the
DPP.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    Distribution means the payment
by the Owner by way of any payment, repayment, redemption or dividend, capital
reduction, distribution or the like to any of its shareholders.

     

    Dollars or US$ means the lawful currency
for the time being of the United States of America.

     

    DPP means the deed of proceeds
and priorities in the form attached at Appendix 5 (Form of DPP) to be
entered into on or prior to the Incidental Costs Loan Utilisation Date between
(inter alios) the
Facility Agent, the Security Trustee, the Owner, the Sponsor and the Swap
Banks.

     

    Drilling Charter has the
meaning given to it in Clause 16.22(a).

     

    Drilling Charter Cut-off Date
means the earlier of 31 January 2010 and the Instalment Loan 2 Utilisation Date
as defined in the Sister Loan Agreement.

     

    Earnings means all present and
future moneys and claims which are earned by or become payable to or for the
account of the Owner in connection with the operation or ownership of the Vessel
and including but not limited to:

     

    
      	
               
      

            	
              (a)

            	
              freights,
      passage and hire moneys (howsoever earned), including, for the avoidance
      of doubt, charterhire and charterhire performance bonuses payable under
      any Drilling Charter;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Liquidated
      Damages Payments;

            


    

     

    
      	
               
      

            	
              (c)

            	
              remuneration
      for salvage and towage services;

            


    

     

    
      	
               
      

            	
              (d)

            	
              demurrage
      and detention moneys;

            


    

     

    
      	
               
      

            	
              (e)

            	
              all
      moneys and claims in respect of the requisition for hire of the
      Vessel;

            


    

     

    
      	
               
      

            	
              (f)

            	
              payments
      received in respect of off-hire insurance;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              damages
      for breach or payments for termination of a Drilling Charter or any other
      contract for the employment of the
Vessel.

            


    

     

    Earnings Deposit Date shall
have the meaning given to that term in Clause 12.3 (Transfers to the
Operating Expenses Account).

     

    Eksportfinans means
Eksportfinans ASA located at Postboks 1601 Vika, 0119, Oslo,
Norway.

     

    Eksportfinans CIRR means 3.93
per cent. per annum.

     

    Eksportfinans Lenders means
the lenders described in Schedule 1 as Eksportfinans Lenders together
with any New Lenders in respect of an Eksportfinans Loan.

     

    Eksportfinans Loan means that
portion of a Loan under the Facility (and identified as such in any Request)
advanced to the Owner by the Eksportfinans Lenders.

     

    Environment
means:

     

    
      	
               
      

            	
              (a)

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

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

            	
              flora,
      fauna and ecological systems.

            


    

     

    Environmental Affiliate means
the Owner, the Sponsor and the Manager together with their respective officers,
directors and employees and, during the Post-Completion Period, all of those
persons for whom the Owner, the Sponsor or the Manager is responsible under any
Applicable Law in respect of any activities undertaken in relation to the
Vessel.

     

    Environmental Approvals means
any permit, licence, approval, consent, certificate, registration, ruling,
variance, exemption or other authorisation required under applicable
Environmental Laws.

     

    Environmental Claim means any
claim by any person or persons or any governmental, judicial or regulatory
authority which arises out of any breach, contravention or violation of (or
liability under) Environmental Law, the existence of any liability arising from
such breach, contravention or violation, or the presence of or Release of any
Hazardous Material.  In this context, claim means: a claim for
damages, compensation, fines, penalties or any other payment of any kind whether
or not similar to the foregoing; an order or direction to take, or not to take,
certain action or to desist from or suspend certain action by any governmental,
judicial or regulatory authority; and any form of enforcement or regulatory
action, but shall exclude a
frivolous or vexatious claim which is being contested in good faith and with due
diligence and which is discharged or struck out within 14 days.

     

    Environmental Laws means any
or all Applicable Law relating to or concerning:

     

    
      	
               
      

            	
              (a)

            	
              pollution
      or contamination of the Environment, including any remediation of any
      pollution or contamination on the restoration or repair of any damage to
      the Environment;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      protection of the Environment and human health or safety or any living
      organisms which inhabit the Environment or any ecological
      system;

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Release or other form of transmission into the Environment of noise,
      vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light,
      radiation (of any kind), infection, electricity or any Hazardous Material
      and any matter or thing capable of constituting a nuisance or an
      actionable tort or breach of statutory duty of any kind in respect of such
      matters; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      provision and maintenance of bonds, guarantees or other forms of financial
      assurance required by any Governmental Entity in connection with
      activities that could have an adverse effect on the
      Environment.

            


    

     

    Equity Account means the bank
account opened in the name of the Owner with the Equity Account Bank and
designated “Skopelos Equity Account” for the purposes of the holding of the
Equity Collateral.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


     

    Equity Account Bank means EFG
Eurobank Ergasias S.A. or any other bank or financial institution approved by
the Facility Agent (acting on the instructions of the Majority
Lenders).

     

    Equity Account Charge means
the charge document in the form attached at Appendix 9 (Form of Equity
Account Charge) entered into or to be entered into on or prior to the Incidental
Costs Loan Utilisation Date by the Owner in favour of the Security Trustee in
respect of the Equity Account.

     

    Equity Collateral means the
cash security paid or to be paid by the Owner, or, as the case may be, the
Sponsor pursuant to Clause 12.2(a)(iii).

     

    Equity Contribution means in
respect of each Utilisation Date the amount required to be paid in respect of
Vessel Costs not funded by the Loan to be made on such date.

     

    Event of Default means an
event or circumstance specified as such in Clause 18 (Default) of this
Agreement.

     

    Excess Risks
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      proportion of claims for general average, salvage and salvage charges
      which are not recoverable as a result of the value at which the Vessel is
      assessed for the purpose of such claims exceeding her hull and machinery
      insured value; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              collision
      liabilities not recoverable in full under the hull and machinery insurance
      by reason of those liabilities exceeding such proportion of the insured
      value of the Vessel as is covered by the hull and machinery
      insurance.

            


    

     

    Expected Contract Price means
US$691,462,966 being the expected amount as at the date of this Agreement
payable by the Owner to the Builder under and in accordance with the terms of
the Shipbuilding Contract.

     

    Facility means the term loan
facility made available under this Agreement.

     

    Facility Office means, in
respect of a Lender, the office through which that Lender will perform its
obligations under this Agreement from time to time subject to Clause 27.5
(Costs resulting from change of Lender or Facility Office).

     

    Fee Letter means any letter
entered into by reference to this Agreement between one or more Administrative
Parties, the Account Bank and/or the Mandated Lead Arranger and/or any Lender
and the Owner (or Affiliate of the Owner or the Sponsor) setting out the amount
of certain fees relating to the Facility.

     

    Final Completion Date means
the later of:

     

    
      	
               
      

            	
              (a)

            	
              the
      date of actual delivery of the Vessel by the Owner to the Charterer under
      the Drilling Charter and unconditional acceptance by the Charterer under
      the terms thereof; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date of confirmation to the Facility Agent from the Technical Adviser that
      the Vessel’s design and performance fulfils the technical specifications
      required under the Shipbuilding Contract and the Drilling
      Charter.

            


    

     

    Final Maturity Date means 31
December, 2020.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

     

    
      Finance Document
means:

       

    

    (a)        this
Agreement;

     

    
      	
               
      

            	
              (b)

            	
              each
      Security Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      DPP;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      GIEK Security Trustee Letter;

            


    

     

    
      	
               
      

            	
              (e)

            	
              each
      Swap Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              each
      Fee Letter;

            


    

     

    
      	
               
      

            	
              (g)

            	
              each
      Transfer Certificate;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Account Bank Mandate; and

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    Finance Party means a Lender,
a Swap Bank or an Administrative Party.

     

    Financial Indebtedness means
any indebtedness for or in respect of:

     

    
      	
               
      

            	
              (a)

            	
              moneys
      borrowed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any amount raised by acceptance
      under any acceptance credit agreement (including any dematerialised
      equivalent);

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or other similar
      instrument;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      redeemable preference share;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      amount of any liability in respect of a lease or hire purchase contract
      which would, in accordance with IFRS, be treated as a finance or capital
      lease;

            


    

     

    
      	
               
      

            	
              (f)

            	
              receivables
      sold or discounted (otherwise than on a non-recourse
    basis);

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      acquisition cost of any asset or service to the extent payable after its
      acquisition or possession by the party liable where the advance or
      deferred payment is arranged primarily as a method of raising finance or
      of financing the acquisition of that asset or
  service;

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      derivative transaction protecting against or benefiting from fluctuations
      in any rate or price (and, except for non-payment of an amount, the then
      mark to market value of the derivative transaction will be used to
      calculate its amount);

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      amount raised under any other transaction (including any forward sale or
      purchase agreement) which has the commercial effect of a borrowing other
      than trade credits incurred in the ordinary course of business with credit
      terms of no longer than 90 days;

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      counter-indemnity obligation in respect of any guarantee, indemnity, bond,
      letter of credit or any other instrument issued by a bank or financial
      institution; or

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (k)

            	
              the
      amount of any liability in respect of any guarantee, indemnity or similar
      assurance against financial loss of any person in respect of any item
      referred to in the above
paragraphs.

            


    

     

    Financing Costs means any of
the following payable by the Owner:

     

    
      	
               
      

            	
              (a)

            	
              interest,
      fees and any other costs or expenses payable under the Finance
      Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      Swap Costs; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Tax in respect of any of the above.

            


    

     

    Financing Principal means the
amount of principal payable by the Owner in respect of the Loans from time to
time.

     

    Five Year Drilling Charter
means a Drilling Charter entered into in respect of the Vessel for a
minimum term (excluding any optional extensions) of five (5) years from the
Final Completion Date.

     

    Fixed Rate means the fixed
rate of interest payable by the Owner to a Swap Bank under and in accordance
with the term, of a Swap Agreement.

     

    Floating Charge means the
charge document in the form attached at  Appendix 11 (Form of Floating
Charge) entered into or to be entered into on or prior to the Utilisation Date
for the Incidental Costs Loan by the Owner in favour of the Security Trustee
over all and any assets of the Owner.

     

    Force Majeure Event means an
event of force majeure as defined in or contemplated by Article III of the
Shipbuilding Contract or any event of force majeure as defined or contemplated
by the Drilling Charter.

     

    General Assignment means the
assignment of the Shipbuilding Contract, the Construction Insurances, the
Earnings and the Refund Guarantee, in the form attached at Appendix
6 (Form of General Assignment) and entered into or to be entered into on or
prior to the Incidental Costs Loan Utilisation Date, granted by the Owner in
favour of the Security Trustee together with any and all notices and
acknowledgements entered into in connection therewith.

     

    GIEK means Garanti Instituttet
for Eksportkreditt of Dronning Mauds, gate 15, P.O. Box 1763 Vika 0122, Oslo,
Norway.

     

    GIEK Conditions means “GIEK’s
Export Guarantees – General Conditions – Lenders Guarantee” and the conditions
set out in the GIEK Guarantee.

     

    GIEK Guarantee means the
buyer’s credit guarantee, including the GIEK Conditions, to be issued by GIEK in
favour of the Eksportfinans Lenders covering the Eksportfinans
Loans.

     

    GIEK Security Trustee Letter
means the letter in the form attached at schedule 4 to the DPP.

     

    Government Entity means, in
respect of any country:

     

    
      	
               
      

            	
              (a)

            	
              any
      natural government, political subdivision thereof, or local jurisdiction
      therein; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      instrumentality, board, commission, court or agency thereof, however
      constituted.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              Gross Revenue means, for
      any Calculation Period, the aggregate Earnings received in such period in
      respect of the Vessel.

            


    

     

    Hazardous Material means any
element or substance, whether natural or artificial, and whether consisting of
gas, liquid, solid or vapour, whether on its own or in any combination with any
other element or substance or radiation, which is listed, identified, defined or
determined by any Environmental Law or other Applicable Law as hazardous,
harmful, a contamination or waste and/or capable of being or becoming harmful to
mankind or any living organism or damaging to the Environment, including,
without limitation, oil (as defined in the United States Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, and
the Oil Pollution Act of 1990, as amended).

     

    Hedged Portion means, from
time to time, the principal amount of any outstanding Loans the interest on
which has been hedged by the Owner with a Swap Bank under and in accordance with
the terms of any Swap Agreement.

     

    Holding Company means, in
relation to a company or corporation, any company or corporation of which it is
a Subsidiary.

     

    IFRS means the International
Financial Reporting Standards issued by the board of the International
Accounting Standard Committee from time to time.

     

    Incidental Costs means the
Incidental Vessel Costs and the Incidental Loan Costs.

     

    Incidental Costs Loan means
the Loan, if any, to be advanced under the terms of this Agreement during the
Incidental Costs Loan Availability Period in relation to payment of Incidental
Loan Costs (other than interest and Commitment fees) and Incidental Vessel Costs
in the maximum principal amount specified in Clause 4.2(b).

     

    Incidental Costs Loan Availability
Period means the period from and including the date of this Agreement to
and including the earlier of (i) the Delivery Date and (ii) the Longstop
Date.

     

    Incidental Loan Costs
means:

     

    
      	
               
      

            	
              (a)

            	
              each
      of the fees referred to in Clause 22 (Fees) and payable under the
      terms of the Fee Letters during the Pre-Completion
  Period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      and all costs and expenses which are payable by the Owner to the Secured
      Parties pursuant to Clause 24.1 (Initial costs) within a period of
      three (3) months from the date of this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              interest
      in the Pre-Completion Period calculated and payable in accordance with
      Clause 7.1(a).

            


    

     

    Incidental Vessel Costs means,
during the Pre-Completion Period:

     

    
      	
               
      

            	
              (a)

            	
              reasonable
      and properly incurred costs paid by the Owner in connection with the
      Vessel in excess of the Contract Price, in respect of those items detailed
      in Schedule 7 (Incidental Vessel Costs), for which supporting
      invoices or receipts have been provided to the Security
      Trustee;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Initial Debt Service Reserve Contribution;
and

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (c)

            	
              any
      interest accrued and payable to the Eksportfinans Lenders in respect of
      the Eksportfinans Loans drawn under this
  Facility.

            


    

     

    Incidental Vessel Costs Loan
means any Loan to be advanced under the terms of this Agreement in
relation to Incidental Vessel Costs.

     

    Increased Cost
means:

     

    
      	
               
      

            	
              (a)

            	
              an
      additional or increased cost;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    which
is incurred or suffered by a Finance Party or any of its Affiliates but only to
the extent attributable to that Finance Party having entered into any Finance
Document or funding or performing its obligations under any Finance
Document.

     

    Initial Debt Service Reserve
Contribution means the payment to be made by the Owner or the Sponsor to
the Debt Service Reserve Account in accordance with Clause 12.8 (Payments
to the Debt Service Reserve Account prior to the Utilisation Date of the
Delivery Loan) of this Agreement.

     

    Initial Equity Contribution
means US$99,150,000 to be contributed by the Sponsor to the Owner by way of
equity and to be paid to the Builder under the terms of the Shipbuilding
Contract on or prior to the Incidental Costs Loan Utilisation Date in
satisfaction of the Instalments referred to in Article II paragraphs
4(a)(i) to 4(a)(iii) inclusive of the Shipbuilding Contract.

     

    Instalment means an amount due
and payable by the Owner under the terms of the Shipbuilding
Contract.

     

    Instalment Loan has the
meaning given to it in Clause 4.1(c).

     

    Instalment Loan 1 means the
first Instalment Loan, if any, to be advanced under the terms of this Agreement
during the Instalment Loan 1 Availability Period in relation to the Instalment
referred to in Article II paragraph 4(b) of the Shipbuilding
Contract.

     

    Instalment Loan 2 means the
second Instalment Loan, if any, to be advanced under the terms of this Agreement
during the Instalment Loan 2 Availability Period in relation to the Instalment
referred to in Article II paragraph 4(c) of the Shipbuilding
Contract.

     

    Instalment Loan 3 means the
third Instalment Loan, if any, to be advanced under the terms of this Agreement
during the Instalment Loan 3 Availability Period in relation to the Instalment
referred to in Article II paragraph 4(d) of the Shipbuilding
Contract.

     

    Instalment Loan 1 Availability
Period means the period from and including the date of this Agreement to
and including the earlier of (i) the Delivery Date and (ii) the Longstop
Date.

     

    Instalment Loan 2 Availability Period
means the period from but excluding the Utilisation Date of the
Instalment Loan 1 to and including the earlier of (i) the Delivery Date and (ii)
the Longstop Date.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


     

    Instalment Loan 3 Availability Period
means the period from but excluding the Utilisation Date of the
immediately preceding Loan (if any) to and including the earlier of (i) the
Delivery Date and (ii) the Longstop Date.

     

    Insurers means the
underwriters or insurance companies with whom any Obligatory Insurances are
effected and the managers of any protection and indemnity or war risks
association in which the Vessel may at any time be entered.

     

    Insurance Market Value means
the fair market value of the Vessel, being the average of valuations of the
Vessel obtained from the Approved Brokers with or without physical inspection of
the Vessel (as the Security Trustee may reasonably require) on the basis of a
sale for prompt delivery for cash at arm’s length on normal commercial terms as
between a willing buyer and a willing seller, on an “as is, where is” basis,
free of any existing charter or other contract of employment and or pool
arrangement.

     

    ISM Code means the
International Safety Management Code (including the guidelines on its
implementation) adopted by the International Maritime Organization Assembly as
Resolutions A.741(18) and A.788(19), as the same may have been or may be amended
or supplemented from time to time.  The terms “safety management
system”, “Safety Management Certificate”, “Document of Compliance” and “major
non-conformity” shall have the same meanings as are given to them in the ISM
Code.

     

    ISPS Code means the
International Ship and Port Facility Security Code adopted by the International
Maritime Organization Assembly as the same may have been or may be amended or
supplemented from time to time.

     

    KEXIM means the Export Import
Bank of Korea.

     

    KEXIM Guarantee means the
guarantee agreement to be issued by KEXIM in favour of the KEXIM Lenders (other
than KEXIM) covering the KEXIM Loan (other than that portion advanced by KEXIM
itself).

     

    KEXIM Lenders means the
lenders detailed in Schedule 1 as KEXIM Lenders together with any New Lenders in
respect of a KEXIM Loan.

     

    KEXIM Loan means that portion
of a Loan under the Facility (and identified as such in any Request) advanced to
the Owner by the KEXIM Lenders.

     

    Korea means the Republic of
Korea.

     

    Lender means:

     

    
      	
               
      

            	
              (a)

            	
              an
      Original Lender; or

            


    

     

    
       

      
        	
                 
      

              	
                (b)

              	
                any
      person which becomes a Party in accordance with Clause 27.2
      (Assignments and transfers by
Lenders),

              


      

       

    

    and
Lenders means all of
them.

     

    Leverage Ratio means, as at
any date of determination, the ratio of the latest Market Value of the Vessel
(plus the value attributed to any additional security provided pursuant to
Clause 16.33 (Leverage Ratio) as determined by the Facility Agent from time to
time) to the aggregate principal amount outstanding under the
Facility.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


     

     

    LIBOR means for a Term of any
Loan or overdue amount:

     

    
      	
               
      

            	
              (a)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      no Screen Rate is available for the relevant currency or for any Term of
      that Loan or overdue amount, the arithmetic mean (rounded upward to four
      decimal places) of the rates, as supplied to the Security Trustee at its
      request, quoted by the Reference Banks to leading banks in the London
      interbank market,

            


    

     

    as
of 11.00 a.m. on the second London Business Day before the start of the Term for
the offering of deposits in Dollars for a period comparable to that
Term.

     

    Liquidated Damages Payment
means the amount of any liquidated damages payable to the Owner by the Builder
pursuant to Article III of the Shipbuilding Contract.

     

    Loan means, unless otherwise
stated in this Agreement, the principal amount of each borrowing under this
Agreement or the principal amount outstanding of that borrowing.

     

    London Business Day means a
day (other than a Saturday or a Sunday) on which banks are open for business in
London.

     

    Longstop Date has the meaning
given to that term in Clause 6.2(d) (Mandatory prepayment).

     

    Losses means each and every
liability, loss, charge, claim, demand, action, proceeding, damage, judgment,
order or other sanction, enforcement, penalty, fine, fee, commission, interest,
lien, salvage, general average, cost and expense of whatsoever nature suffered
or incurred by or imposed on any of the Finance Parties.

     

    LTC Ratio means the ratio of
all of the Loans to the aggregate of all of the Loans and the Sponsor Equity, as
in the formula:

     

    
      
        	 	
                 Σ
      Loans

              	 	 
	 	
                Σ Loans +
      Sponsor Equity

              	 	 
	 	 	 


      

       

    

    Maiden Voyage Costs means any
costs of the Vessel incurred in respect of its maiden voyage from the place of
delivery under the Shipbuilding Contract to the first location provided for in a
Drilling Charter, including costs associated with positioning the Vessel for
delivery under such Drilling Charter.

     

    Majority Lenders means
Lenders:

     

    
      	
               
      

            	
              (a)

            	
              whose
      share in the outstanding Loans and whose undrawn Commitments then
      aggregate not less than 80% of the aggregate of all the outstanding Loans
      and the undrawn Commitments of all the Lenders and who include at least
      (but without limitation) one (1) Commercial Lender whose share in the
      outstanding Loans and whose undrawn Commitments in connection with the
      Loans then aggregate more than 1 % of the aggregate of all the outstanding
      Loans and the undrawn Commitments of the Lenders;
  or

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (b)

            	
              if
      there is no Loan then outstanding, whose undrawn Commitments then
      aggregate not less than 80% of the Total Commitments and who include at
      least (but without limitation) one (1) Commercial Lender whose undrawn
      Commitments in connection with the Loans then aggregate more than 1% of
      the aggregate of all the undrawn Commitments of the Lenders;
      or

            


    

    
       

      
        	
                 
      

              	
                (c)

              	
                if
      there is no Loan then outstanding and the Total Commitments have been
      reduced to zero, whose Commitments aggregated not less than 80% of the
      Total Commitments immediately before the reduction and who include at
      least (but without limitation) one (1) Commercial Lender whose undrawn
      Commitments in connection with the Loans aggregated more than 1% of the
      aggregate of all the outstanding Loans and the undrawn Commitments of the
      Lenders, 

              


      

       

    

    PROVIDED
that for such purpose, and subject always to the further provisos below (i) each
Lender which has a separate participation in the Commercial Loans and/or the
Kexim Loans and/or the Eksportfinans Loans may vote its separate participation
in each of such class of Loans as if it were a separate Lender and (ii) each
Lender may split its vote in relation to each such separate participation in
such proportions, as it, in its absolute discretion,  determines, as
if each such proportion were held by a separate Lender AND PROVIDED FURTHER THAT
the voting rights of the KEXIM Lenders shall be exercised by KEXIM as if all
such voting rights belonged to KEXIM.

     

    Management Agreement means the
management agreement in form and substance satisfactory to the Facility Agent
(acting on the instructions of the Majority Lenders) to be entered into between
the Manager and the Owner prior to the Utilisation Date for the Instalment Loan
1 for the monitoring, organisation and supervision by the Manager in relation to
the project during the Pre-Completion Period and for the operation and servicing
of the Vessel during the Post-Completion Period.

     

    Management Agreement
Assignment means the assignment of the Management Agreement in the form
attached at Appendix A (Form of Management Agreement Assignment) and
to be entered into on or prior to the Utilisation Date for the Instalment Loan
1, granted by the Owner in favour of the Security Trustee together with any and
all notices and acknowledgments entered into in connection
therewith.

     

    Manager means Ocean Rig ASA
(whether acting alone or through Cardiff Marine Inc. as provider of certain
administrative services) or such other person in each case approved by the
Charterer from time to time and the Facility Agent (acting on the instructions
of the Majority Lenders).

     

    Mandatory Cost means the
percentage rate per annum calculated by the Facility Agent under Schedule
8 (Calculation of the Mandatory Cost).

     

    Mandatory Prepayment Event
means any of the events referred to in Clause 6 (Prepayment and
Cancellation) as
a result of which the Owner is obliged to prepay any one or more of the Loans or
any Lender’s participation in the Loans.

     

    Market Value means at any time
the aggregate of:

     

    
      	
               
      

            	
              (a)

            	
              the
      net present value of the expected Net Cash Flow to be derived from each
      existing Drilling Charter as calculated by the Facility Agent in its sole
      discretion on the basis of a discount rate of 6 per cent. per annum and
      information then available to it and on the basis
  that:

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	 	(i)	
              during
      the first year of each Drilling Charter the Operating Expenses shall be
      US$150,000 per day and utilization rate of 95 per cent. for the Vessel;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              thereafter
      the Operating Expenses and the utilization rate of the Vessel shall be the
      Operating Expenses actually incurred and utilization rate actually
      achieved during the previous twelve month period of the relevant Drilling
      Charter; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      forecasted fair market value of the Vessel derived from a valuation of the
      Vessel obtained from one Approved Broker with or without physical
      inspection of the Vessel (as the Security Trustee may reasonably require)
      on the basis of a sale for prompt delivery for cash at arm’s length on
      normal commercial terms as between a willing buyer and a willing seller,
      on an “as is, where is” basis, as at the latest expiry date of the then
      existing Drilling Charters.

            


    

     

    Material Adverse Effect means
a material adverse effect on:

     

    
      	
               
      

            	
              (a)

            	
              the
      ability of the Owner or the Sponsor to perform its obligations under the
      Transaction Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      validity or enforceability of, or the effectiveness or ranking of any
      Security Interest granted or purported to be granted pursuant to any
      Finance Document; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any right or remedy of a Finance
      Party in respect of a Finance Document.

            


    

     

    Maximum Eksportfinans Loan
Amount means the lesser
of (a) 44.4 per cent. of the Total Commitments and
(b) US$250,000,000.

     

    Maximum Facility Amount means
the lower of (i) US$562,500,000 and (ii) an amount equal to 70% of the Vessel
Cost.

     

    Maximum Commercial Loan Amount
means the lesser of (a) 20.0 per cent. of the Total Commitments and (b)
US$112,500,000.

     

    Maximum KEXIM Loan Amount
means the lesser of (a) 35.6 per cent. of the Total Commitments and (b)
US$200,000,000.

     

    Moody’s means Moody’s Investor
Services Inc. and any successor thereto.

     

    Mortgage means the first
preferred Maltese ship mortgage (and the Deed of Covenants collateral thereto)
to be given by the Owner in favour of the Security Trustee on or prior to the
Delivery Loan in the form attached at Appendix 2 (Form of
Mortgage).

     

    Net Cash Flow means, for any
Calculation Period:

     

    
      	
               
      

            	
              (a)

            	
              Gross
      Revenues received; minus

            


    

     

    
      	
               
      

            	
              (b)

            	
              Operating
      Expenses and CAPEX Expenses
payable.

            


    

     

    Obligatory Insurances means
all contracts and policies of insurance (other than the Contractor Insurances)
and all entries in clubs and/or associations which are from time to time
required to be effected and maintained in accordance with Clause 17.1
(Scope of Obligatory Insurances) in respect of the Vessel.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


     

    OECD means the Organisation
for Economic Co-operation and Development.

     

    Operating Expenses Account
means the bank account opened in the name of the Owner with the Account Bank and
designated “Skopelos Operating Expenses Account”.

     

    Operating Expenses means
expenses incurred by the Owner in connection with the transportation, operation,
employment, maintenance, repair, running and insurance of the Vessel, including
maintaining the ownership and legal fees, rentals, wages or fees which the Owner
may be required to pay pursuant to the Management Agreement, the cost of
maintaining Obligatory Insurances and other insurances maintained for the Vessel
and payment of Tax properly payable by the Owner.

     

    Operational Software means, at
any time, any software which is then being used in connection with the
operation, navigation or maintenance of the Vessel.

     

    Other Shipbuilding Contract
means the turn key building contract between the Builder and the Other
Owner dated 17th
September, 2007 pursuant to which the Builder agreed to build and deliver the
Other Vessel to the Other Owner.

     

    Other Owner means Drillship
Hydra Owners Inc.

     

    Other Vessel means the
drillship being constructed by the Builder for the Other Owner with Hull Number
1837.

     

    Owner’s Shipbuilding Contract
Guarantee means the performance guarantee entered or to be entered into
in the form as set out in Exhibit 5 to the Shipbuilding Contract securing the
obligations of the Owner to the Builder under the Shipbuilding
Contract.

     

    Parent means Skopelos
Shareholders Inc., a corporation incorporated in the Marshall Islands and the
sole shareholder of the Owner whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

     

    Parent Shareholder means
Drillships Investment Inc., a corporation incorporated in the Marshall Islands
and the sole shareholder of the Parent  whose registered office is at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

     

    Party means a party to this
Agreement.

     

    Permitted Liens means, in
respect of any of the Security Assets:

     

    
      	
               
      

            	
              (a)

            	
              Security
      Interests created by the Security
Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              liens
      for unpaid crew’s wages including wages of the master and stevedores
      employed by the Vessel, outstanding in the ordinary course of business for
      not more than one month after the due date for
  payment;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Security Interest constituted by or securing any netting or set-off
      arrangement entered into in the normal course of the Owner’s banking
      arrangements in respect of any bank accounts opened by it and which have
      not been secured in favour of the Finance Parties pursuant to the Security
      Documents;

            


    

     

    
      	
               
      

            	
              (d)

            	
              liens
      for salvage;

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (e)

            	
              liens
      for classification or scheduled dry-docking or for necessary repairs to
      the Vessel whose aggregate cost does not exceed US$10,000,000 at any one
      time in respect of the Vessel;

            


    

     

    
      	
               
      

            	
              (f)

            	
              liens
      for collision;

            


    

     

    
      	
               
      

            	
              (g)

            	
              liens
      for master’s disbursements incurred in the ordinary course of
      business;

            


    

     

    
      	
               
      

            	
              (h)

            	
              statutory
      and common law liens of carriers, warehousemen, mechanics, suppliers,
      materials men, repairers or other similar liens, including maritime liens,
      in each case arising in the ordinary course of business, due and
      outstanding for not more than one month whose aggregate value does not
      exceed US$10,000,000; and

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      lien created or permitted to subsist with the prior written consent of the
      Security Trustee (acting on instructions of the Majority
      Lenders),

            


    

     

    provided,
in the case of paragraphs (b) to (h) inclusive, that the amounts which
give rise to such liens are paid when due or within any of the time periods stated above or within
any applicable grace period
or, if not paid when due, are being disputed in good faith by appropriate
proceedings (and for the payment of which adequate reserves or security are at
the relevant time maintained or provided or for which indemnity or liability
insurance cover for at least the full amount in dispute (less any applicable deductible)
has been obtained by the
Owner from underwriters or insurance companies that have been approved by the
Facility Agent, (acting on the instructions of the Majority
Lenders)), provided further that such proceedings, whether by payment of
adequate security into Court or otherwise, do not give rise to a material risk
of the Vessel or any interest therein being seized, sold, forfeited or otherwise
lost or of criminal liability on any Finance Party.

     

    Post-Completion Eksportfinans
Interest Rate means the aggregate of the Eksportfinans CIRR and 1.61% per
annum (being the post-completion GIEK-premium).

     

    Post-Completion Margin means
1.75 % per annum.

     

    Post-Completion Period means
the period from and including the Final Completion Date until and including the
Final Maturity Date.

     

    Potential Mandatory Prepayment
Event means any event which would be (with the expiry of a grace period,
the giving of notice or the making of any determination under the Finance
Documents or any combination of them) a Mandatory Prepayment Event.

     

    Pre-Completion Eksportfinans Interest
Rate means the aggregate of the Eksportfinans CIRR and 1.86% (being the
pre-completion GIEK-premium).

     

    Pre-Completion Margin means
2.00 % per annum.

     

    Pre-Completion Period means
the period from and including the date on which the Incidental Costs Loan is
advanced under this Agreement to but excluding the Final Completion
Date.

     

    Pre-Delivery Period means the
period from and including the date on which the Incidental Costs Loan is
advanced under this Agreement to but excluding the Delivery Date.

     

    Primary Transfers has the
meaning given to that term in Clause 12.2(f) (Proceeds
Account).

     

    Proceeds Account means the
bank account in the name of the Owner with the Account Bank and designated
“Skopelos Proceeds Account”.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


     

    Project Parties means each
of:

     

    
      	
               
      

            	
              (a)

            	
              the
      Owner and the Sponsor; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              from
      time to time, any of the Builder, the Manager, any Charterer Parent and/or
      Charterer (but only to the extent, in any such case, that the same has or
      may in the future have, outstanding liabilities owing to the Owner, the
      Sponsor or any Finance Party under any Finance Document or Related
      Contract to which it is a party).

            


    

     

    Pro Rata Share means, in
respect of a Lender:

     

    
      	
               
      

            	
              (a)

            	
              for
      the purpose of determining a Lender’s share in a utilisation of a
      Facility, the proportion which its Commitment under that Facility bears to
      all the Commitments under that Facility;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      any other purpose on a particular
date:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      proportion which a Lender’s share of the Loans (if any) bears to all the
      Loans;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      there is no Loan outstanding on that date, the proportion which its
      Commitment bears to the Total Commitments on that date;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      the Total Commitments have been cancelled otherwise, the proportion which
      its Commitments bore to the Total Commitments immediately before being
      cancelled.

            


    

     

    Protocol of Delivery and
Acceptance has the meaning given to such term in the Shipbuilding
Contract.

     

    Rate Fixing Day means the date
falling two London Business Days before the start of a Term for a Loan or such
other day as the Facility Agent determines is generally treated as the rate
fixing day by market practice in the relevant interbank market.

     

    Receiver means an
administrative receiver, receiver and manager or receiver in each case appointed
under a Security Document.

     

    Reference Banks means the
Facility Agent and any other bank or financial institution appointed as such for
the purpose of this Agreement by the Facility Agent in consultation with the Owner in
accordance with Clause 27.6 (Changes to the Reference
Banks).

     

    Refund Guarantee means the
refund guarantee issued by the Refund Guarantor in favour of the
Owner.

     

    Refund Guarantor means
Calyon.

     

    Related Contracts means any or
all of the following (as the context requires):

     

    
      	
               
      

            	
              (a)

            	
              the
      Refund Guarantee;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Shipbuilding Contract;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Other Shipbuilding Contract;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Obligatory Insurances;

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (e)

            	
              each
      Drilling Charter;

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      Charterer Parent Guarantee;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Management Agreement; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Sister Shipbuilding Contract.

            


    

     

    Release means an emission,
spill, release or discharge into the Environment, including any “release”
falling within the definition ascribed to such term pursuant to the United
States Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended.

     

    Repayment Date means, subject
to the provisions of Clause 5 (Repayment), each of the 18 dates which fall at
semi-annual intervals as detailed in the Repayment Schedule, the first such date
falling six months after the Final Completion Date and the final such date
falling on the Final Maturity Date.

    
       

      Repayment Instalment means
each scheduled instalment which is payable in accordance with the Repayment
Schedule.

       

      Repayment Schedule means the
schedule of repayment dates as detailed in 5 (Loan Repayment Schedule), to be
replaced as required in accordance with Clause 5 (Repayment) and Clause 6.9(b)
(Partial prepayment of Loans).

Repeating Representations
means at any time the representations and warranties which are then made
or deemed to be repeated under Clause 14.30 (Times for making
representations).

     

    Request means a request made
by the Owner for a Loan, substantially in the form of Schedule 3 (Form of
Request).

     

    Required DSRA Balance means at
any time the aggregate of:

     

    
       

      
        	
                 
      

              	
                (a)

              	
                (i)

              	
                until
      the date falling immediately prior to the first anniversary of the
      Utilisation Date in respect of the Delivery Loan, the amount available to
      be transferred from the Proceeds Account pursuant to Clause 12.8 (Payments
      to the Debt Service Reserve Account prior to the Utilisation Date of the
      Delivery Loan) until such time as the balance thereof is the amount
      referred to in (ii) below; and

              


      

       

      
        	 	 	(ii)	thereafter, the
      aggregate amount required to pay the next scheduled principal and interest
      instalment under this Agreement on or before the next Repayment Date (with
      scheduled interest in respect of any Hedged Portion being deemed to be
      payable at the applicable Fixed Rate);
and


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      amount from time to time deposited pursuant to Clause 16.33(b)(ii)
      (Leverage Ratio).

              


      

Required Insurance Amount
means, on an agreed value basis, the higher of (a) 125 % of
the aggregate of the outstanding Loans and (b) the Insurance Market Value of the
Vessel.

     

    Requisition Compensation means
all moneys or other compensation payable by reason of requisition for title to,
or other compulsory acquisition of, the Vessel including requisition for
hire.

     

    Retention Period means each
period commencing, in the case of the first such period, on (and including) the
Final Completion Date and ending on (but excluding) the first Repayment Date, in
the


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


     

    case
of each other such period, on (and including) a Repayment Date and ending on
(but excluding) the next Repayment Date or, in the case of the final such
period, the Final Maturity Date.

     

    Required Prepayment Percentage
means the sum expressed as a percentage of the following formula
(provided that if such sum is a negative figure, the sum shall be construed as
zero):

     

    (A x 0.6) -
B  x 100

               
C

     

    where:

     

    
      	
               
      

            	
              A

            	
              is
      the aggregate of B and C;

            


    

     

    
      	
               
      

            	
              B

            	
              is
      the amount of all of the Loans (as defined in the Sister Loan Agreement)
      outstanding under the Sister Loan Agreement;
and

            


    

     

    
      	
               
      

            	
              C

            	
              is
      the amount of all of the Loans outstanding under this
      Agreement.

            


    

     

    S&P means Standard &
Poor’s Ratings Group and any successor thereto.

     

    Scheduled Delivery Date means
30 September 2011.

     

    Scheduled Instalment Amount means:

     

    
      	
               
      

            	
              (a)

            	
              for
      the Instalment payable on the Instalment Loan 1 Utilisation Date, the
      lower of 15.45% of the Expected Contract Price and
      US$106,789,466;

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      the Instalment payable on the Instalment Loan 2 Utilisation Date, the
      lower of 15.05% of the Expected Contract Price and
      US$104,040,750;

            


    

     

    
      	
               
      

            	
              (c)

            	
              for
      the Instalment payable on the Instalment Loan 3 Utilisation Date, the
      lower of 15.05% of the Expected Contract Price and
      US$104,040,750;

            


    

     

    
      	
               
      

            	
              (d)

            	
              for
      the Instalment payable on the Delivery Loan Utilisation Date, the lower of
      40.125% of the Expected Contract Price and
  US$277,442,000.

            


    

     

    Screen Rate means the British
Bankers Association Interest Settlement Rate for the relevant currency and Term
displayed on the BBA Page LIBOR 01. If the relevant page is replaced or the
service ceases to be available, the Facility Agent may specify another page or
service displaying the appropriate rate after consultation with the Owner and
the Lenders.

     

    Secured Liabilities means all
present and future obligations and liabilities (actual or contingent) of the
Owner, the Parent, the Parent Shareholder, the Sister Owner, the Sister Parent,
or the Sponsor to the Secured Parties or any of them under or in connection with
any Finance Document or any Sister Finance Document.

     

    Secured Party means a Finance
Party and any Sister Finance Party or GIEK.

     

    Security Agreements
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      Mortgage;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      General Assignment;

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (c)

            	
              the
      Share Charge;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Sponsor Construction and Post-Delivery
  Guarantee;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Swap Agreement Assignment;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Delivery General Assignment;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Accounts Charge Agreement;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Equity Account Charge;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Charter Assignment;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Charterer Direct Agreement;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Management Agreement Assignment;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Floating Charge; and

            


    

     

    
      	
               
      

            	
              (m)

            	
              any
      other document designated as such in writing by the Owner and the Facility
      Agent.

            


    

     

    Security Assets means any
asset which is the subject of a Security Interest created by a Security
Document.

     

    Security Document
means:

     

    
      	
               
      

            	
              (a)

            	
              each
      Security Agreement; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other document evidencing or creating security over any asset of the Owner
      to secure any obligation of the Owner to the Finance Parties or any of
      them under the Finance Documents.

            


    

     

    Security Interest means any
mortgage, pledge, lien, charge, assignment, hypothecation or security interest
or any other agreement or arrangement having a similar effect.

     

    Security Period means the
period beginning on the date of the relevant Security Document and ending on the
date on which all the Secured Liabilities have been unconditionally and
irrevocably paid, performed and discharged in full.

     

    Share Charge means the charge
in respect of the issued share capital of each of the Owner and the Parent in
the form attached at Appendix 7 (Form of Share Charge) entered into or
to be entered into on or prior to the Incidental Costs Loan Utilisation Date and
granted by each of the Parent and the Parent Shareholder, respectively, in
favour of the Security Trustee.

     

    Shipbuilding Contract means
the turn key building contract between the Builder and the Owner dated as of 24
January 2008 (as may further be amended or supplemented from time to time)
pursuant to which the Builder agreed to build and deliver the Vessel to the
Owner.

     

    Sister Drilling Charter has
the meaning given to the term “Drilling Charter” in the Sister Loan
Agreement.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


     

    Sister Event of Default has
the meaning given to the term “Event of Default” in the Sister Loan
Agreement.

     

    Sister Finance Documents has
the meaning given to the term “Finance Documents” in the Sister Loan
Agreement.

     

    Sister Finance Party has the
meaning given to the term “Finance Party” in the Sister Loan
Agreement.

     

    Sister Five Year Drilling
Charter has the meaning given to the term “Five Year Drilling Charter” in
the Sister Loan Agreement.

     

    Sister Loan Agreement means
the credit facility agreement entered into on or about the date hereof between
the Sister Owner, the Original Lenders as lenders, the Security Trustee as
security trustee and the Facility Agent as facility agent in respect of the
Sister Vessel.

     

    Sister Owner means Drillship
Kithira Owners Inc., a company incorporated in the Marshall Islands having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands.

     

    Sister Parent has the meaning
given to the term “Parent” in the Sister Loan Agreement.

     

    Sister Refund Guarantee means
the refund guarantee issued by the Refund Guarantor in favour of the Sister
Owner.

     

    Sister Security Trustee has
the meaning given to the term “Security Trustee” in the Sister Loan
Agreement.

     

    Sister Shipbuilding Contract
means the turn key building contract between the Builder and the Sister Owner
dated as of 24 January 2008 pursuant to which the Builder agreed to build and
deliver the Sister Vessel to the Sister Owner.

     

    Sister Three Year Drilling
Charter has the meaning given to the term “Three Year Drilling Charter”
in the Sister Loan Agreement.

     

    Sister Vessel means the
drillship being constructed by the Builder with Hull Number 1865 pursuant to the
Sister Shipbuilding Contract.

     

    Software Licences means, at
any time, all licences granted to the Owner in respect of the Operational
Software.

     

    Software Records means, at any
time, records in respect of:

     

    
      	
               
      

            	
              (a)

            	
              the
      Operational Software;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      identity of the then current suppliers of the Operational
      Software;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      upgrades carried out in respect of the Operational Software or changes to
      the Software Licences; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              all
      Software Licences.

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              Sponsor means Dryships
      Inc., a corporation incorporated in the Marshall Islands whose registered
      office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
      Majuro, Marshall Islands MH96960.

            


    

     

    Sponsor Equity means the
aggregate of any Balancing Equity Contribution, the Initial Equity Contribution,
the Equity Collateral and the Equity Contributions.

     

    Sponsor Construction and
Post-Delivery Guarantee means the guarantee and indemnity from the
Sponsor dated on or about the date hereof in favour of, and in form and
substance satisfactory to, the Security Trustee pursuant to which the Sponsor
guarantees and indemnifies the Finance Parties in respect of the obligations of
the Owner to pay:

     

    
      	
               
      

            	
              (a)

            	
              the
      Initial Equity Contribution, each Equity Contribution (including any bonus
      payments to the Builder if the Vessel is delivered early), the Equity
      Collateral, amounts to be paid into the Debt Service Reserve Account and
      each Balancing Equity Contribution at the relevant time;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              during
      the Post-Completion Period, up to
  U.S.$225,000,000.

            


    

     

    Subsidiary means:

     

    
      	
               
      

            	
              (a)

            	
              a
      subsidiary within the meaning of section 736 of the Companies Act 1985;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              unless
      the context otherwise requires, a subsidiary undertaking within the
      meaning of section 258 of the Companies Act
  1985.

            


    

     

    Swap Agreement means any ISDA
Master Agreement, schedule (including any credit support annexed thereto) and
confirmation entered into between a Swap Bank and the Owner or any other hedging
arrangement entered into between a Swap Bank and the Owner prior to the
Utilisation Date for the Incidental Costs Loan in connection with at least 75
per cent. of the interest expected to be payable under this Agreement in respect
of the KEXIM Loans and the Commercial Loans, as estimated by the Swap
Banks.

     

    Swap Agreement Assignment
means the assignment of any Swap Agreement, in the form attached
at Appendix 4 (Form of Swap Agreement Assignment) entered or to be
entered into on or before the Utilisation Date for the Incidental Costs
Loan.

     

    Swap Bank means Deutsche Bank
AG acting through its London branch (or any Affiliate thereof), and Dexia Credit
Local, New York Branch, and from time to time, any person party to the DPP in
its capacity as a swap bank.

     

    Swap Costs means any amount
payable by the Owner under a Swap Agreement except for any Swap Termination
Payment.

     

    Swap Limit means
US$40,000,000.

     

    Swap Termination Payment means
any sums payable or owing by the Owner to a Swap Bank under or in connection
with an Event of Default (as that term is defined in the relevant Swap
Agreement) or Termination Event (as that term is defined in the relevant Swap
Agreement) or the occurrence of an Early Termination Date (as that term is
defined in the relevant Swap Agreement) pursuant to a Swap Agreement whether or
not matured and whether or not liquidated.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


     

    Tax means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
related penalty or interest payable in connection with any failure
to pay or any delay in paying any of the same).

     

    Tax Deduction means a
deduction or withholding for or on account of Tax made from a payment under a
Finance Document.

     

    Tax Payment means a payment
made by the Owner to a Lender in any way relating to a Tax Deduction or under
any indemnity given by the Owner in respect of Tax under any Finance
Document.

     

    Technical Adviser means Det
Norske Veritas or any replacement marine surveyor, valuer or other technical
adviser appointed by the Facility Agent on behalf of the Lenders, in
consultation with the Owner, to review project progress on the Shipbuilding
Contracts and Drilling Charter and to report to the Lenders
thereon.

     

    Technical Proposal means the
technical due diligence proposal dated 30 June 2008 and issued by the Technical
Adviser.

     

    Technical Records means all
technical data, manuals, logbooks and other records (whether kept or to be kept
in compliance with any Applicable Law or any requirement of any Government
Entity or the Drilling Charter) relating to the Vessel.

     

    
      Term means each period
determined under Clause 8 (Terms) by reference to which interest payable on a
Loan is calculated.

       

    

    Three Year Drilling Charter
means a Drilling Charter entered into for a minimum term (excluding any optional
extensions) of three (3) years, but less than five (5) years, from the Final
Completion Date.

     

    Total Commitments means the
aggregate of the Commitments of all the Lenders.

     

    Total Loss means, in relation
to the Vessel:

     

    
      	
               
      

            	
              (a)

            	
              actual,
      constructive, compromised, agreed or arranged total loss of the
      Vessel;

            


    

     

    
      	
               
      

            	
              (b)

            	
              requisition
      for title or other compulsory acquisition of the Vessel otherwise than by
      requisition for hire; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              capture,
      seizure, arrest, detention or confiscation of the Vessel by any Government
      Entity or by persons acting or purporting to act on behalf of any
      government or any other person or entity which deprives the Owner of the
      Vessel or, as the case may be, the Charterer of the use of the Vessel for
      more than 60 days after that
occurrence.

            


    

     

    Transaction Authorisation
means any authorisation, permit, licence, consent or approval required by
any person or customary for any person to hold in connection with the entry
into, performance, validity and enforceability of, and the transactions
contemplated by, the Transaction Documents, excluding authorisations agreed not
to be delivered under the Transaction Documents.

     

    Transaction Documents means
the Finance Documents and Related Contracts.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


     

    Transfer Certificate means a
certificate, substantially in the form of Schedule 4 (Form of Transfer
Certificate), with such amendments as the Security Trustee and the Owner may
approve or reasonably require or any other form agreed between the Security
Trustee and the Owner.

     

    Undrawn Amount means an
amount, determined as at the Final Completion Date, equal to the Maximum
Facility Amount less the aggregate of the Loans outstanding as at the Final
Completion Date following the advance of the Delivery Loan.

     

    Undrawn Amount Loan means any
Loan to be advanced under the terms of this Agreement in relation to the Undrawn
Amount.

     

    Utilisation Date means each
date on which a Facility or any part thereof is utilised.

     

    Vessel means the drillship
being constructed in accordance with the Shipbuilding Contract with Hull Number
1866, including all the topside, equipment, buyer’s supplies, parts, material
and items constructed, manufactured or assembled under the Shipbuilding Contract
incorporated in or attached to it.

     

    Vessel Cost means the total of
(a) the Contract Price, (b) the Incidental Costs, and (c) any other costs agreed
by all of the Lenders.

     

    Workscope means the workscope
of the Technical Adviser as set out in the Technical Proposal.

     

    
      	
              1.2

            	
              Construction

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      this Agreement, unless the contrary intention appears, a reference
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      amendment includes
      a supplement, novation, restatement or re-enactment and amended will be
      construed accordingly;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              an
      authorisation
      includes an authorisation, consent, approval, resolution, licence,
      exemption, filing, registration or
notarisation;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              disposal means a sale,
      transfer, grant, lease or other disposal, whether voluntary or
      involuntary, and dispose will be
      construed accordingly;

            


    

     

    
      	
               
      

            	
              (v)

            	
              indebtedness includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      person includes
      any individual, company, corporation, unincorporated association or body
      (including a partnership, trust, joint venture or consortium), government,
      state, agency, organisation or other entity whether or not having separate
      legal personality and shall include its successors, permitted assignees
      and permitted transferees;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              a
      regulation
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law but, if not having the force of
      law, being of a type with which any person to which it applies is
      accustomed to comply) of any governmental, inter-governmental or
      supranational body, agency, department or regulatory, self-regulatory or
      other authority or
organisation;

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (viii)

            	
              know your customer
      requirements are the identification checks that a Finance Party
      requests in order to meet its obligations under any Applicable Law to
      identify a person who is (or is to become) its
  customer;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              a
      currency is a
      reference to the lawful currency for the time being of the relevant
      country;

            


    

     

    
      	
               
      

            	
              (x)

            	
              a
      Default being
      outstanding or
      continuing means that it has not been cured, remedied or
      waived;

            


    

     

    
      	
               
      

            	
              (xi)

            	
              a
      provision of law is a reference to
      that provision as extended, applied, amended or re-enacted and includes
      any subordinate legislation;

            


    

     

    
      	
               
      

            	
              (xii)

            	
              a
      Clause, a Subclause, an Appendix or a Schedule is a reference to
      a clause, subclause, appendix of, or a schedule to, this
      Agreement;

            


    

     

    
      	
               
      

            	
              (xiii)

            	
              a
      Party or any other person includes its successors in title, permitted
      assigns and permitted transferees;

            


    

     

    
      	
               
      

            	
              (xiv)

            	
              a
      Finance Document, Sister Finance Document, other document or security
      includes (without prejudice to any prohibition on amendments) any
      amendment to that Finance Document, Sister Finance Document or other
      document or security, including any change in the purpose of, any
      extension of or any increase in the amount of a facility or any additional
      facility;

            


    

     

    
      	
               
      

            	
              (xv)

            	
              a
      time of day is a reference to London time;
and

            


    

     

    
      	
               
      

            	
              (xvi)

            	
              words
      importing the plural shall include the singular and vice
      versa.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      the contrary intention appears, a reference to a month or months is a reference to
      a period starting on one day in a calendar month and ending on the
      numerically corresponding day in the next calendar month or the calendar
      month in which it is to end, except
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      the numerically corresponding day is not a Business Day, the period will
      end on the next Business Day in that month (if there is one) or the
      preceding Business Day (if there is
not);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      there is no numerically corresponding day in that month, that period will
      end on the last Business Day in that month;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              notwithstanding
      subparagraph (i) above, a period which commences on the last Business
      Day of a month will end on the last Business Day in the next month or the
      calendar month in which it is to end, as
  appropriate.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      expressly provided to the contrary in a Finance Document, a person (other
      than any Secured Party or Affiliate of such Secured Party) who is not a
      party to a Finance Document may not enforce any of its terms under the
      Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term
      of any Finance Document, no consent of any third party is required for any
      amendment (including any release or compromise of any liability) or
      termination of that Finance
Document.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Unless
      the contrary intention appears or unless the context otherwise
      permits:

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	 	(i)	a
      reference to a Party will not include that Party if it has ceased to be a
      party under this Agreement;


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      word or expression used in any other Finance Document or in any notice
      given in connection with any Finance Document has the same meaning in that
      Finance Document or notice as in this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      obligation of the Owner under the Finance Documents which is not a payment
      obligation remains in force in accordance with its terms for so long as
      any payment obligation of the Owner is or may be outstanding under the
      Finance Documents.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If,
      following the occurrence of an Event of Default which is continuing, any
      Finance Party acting reasonably considers that an amount paid to it under
      a Finance Document is capable of being avoided or otherwise set aside on
      the liquidation or administration of the payer or otherwise, then that
      amount shall not be considered to have been irrevocably paid for the
      purposes of that Finance Document.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      headings in this Agreement do not affect its
    interpretation.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Where
      the Owner requests any amendment, waiver or grace period in respect of any
      provision of the Transaction Documents which would conflict with any
      provision of the GIEK Guarantee or require consent from GIEK under the
      GIEK Guarantee, the Eksportfinans Lenders may request the Facility Agent
      to ask GIEK for a response to such request and the Facility Agent shall
      not be obliged to respond to the Owner until it receives a response from
      GIEK.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Where
      the Owner requests any amendment, waiver or grace period in respect of any
      provision of the Transaction Documents which would conflict with any
      provision of the KEXIM Guarantee or require consent from KEXIM, the KEXIM
      Lenders may request the Facility Agent to ask KEXIM for a response to such
      request and the Facility Agent shall not be obliged to respond to the
      Owner until it receives a response from
KEXIM.

            


    

     

    
      	
              2.

            	
              FACILITIES

            


    

     

    
      	
              2.1

            	
              Loan
      Facility

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms of this Agreement, the Lenders make available to the Owner a
      term loan facility in a maximum aggregate amount equal to the Maximum
      Facility Amount.

            


    

     

    
      
        	
                 
      

              	
                (b)

              	
                The
      Facility shall be capable of being drawn up to the Maximum Facility Amount
      on the dates described in Clause 4.2(a) (Completion of
      Requests).

              


      

       

    

    
      	
              2.2

            	
              Purpose

            


    

     

    Each
Loan may be used only in or towards:

     

    
      	
               
      

            	
              (a)

            	
              financing
      the cost of construction of the Vessel pursuant to the Shipbuilding
      Contract;

            


    

     

    
      	
               
      

            	
              (b)

            	
              financing
      such other items and costs as are included in the Vessel Cost;
      and

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                payment
      of amounts as described in Clause 4.1(e) (Giving of
    Requests).

              


      

    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


     

    
      	
              
                2.3

              

            	
              
                No
      obligation to monitor

              

            	
               

            


    

     

    No
Finance Party is obliged to monitor or verify the utilisation of any
Loan.

     

    
      	
              2.4

            	
              Nature
      of a Finance Party’s rights and
obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      otherwise agreed in writing by all the Finance
  Parties:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      obligations of a Finance Party under the Finance Documents are
      several;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              failure
      by a Finance Party to perform its obligations does not affect the
      obligations of any other Party under the Finance
  Documents;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              no
      Finance Party is responsible for the obligations of any other Finance
      Party under the Finance Documents;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      rights of a Finance Party under the Finance Documents are separate and
      independent rights;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce those rights;
and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      debt arising under the Finance Documents to a Finance Party is a separate
      and independent debt.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      at any time a Finance Party fails to pay when due its share of any Loan
      amount when required to do so, the Mandated Lead Arranger agrees that it
      shall consult with the Owner for a reasonable period of time and act in
      good faith to assist the Owner in resolving the matter, but at all times
      without any liability on the part of the Mandated Lead
      Arranger.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Swap Bank is a Party to this Agreement only in order to take the benefit
      of the rights given to the Finance Parties by this
    Agreement.

            


    

     

    
      	
              3.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              3.1

            	
              Conditions
      precedent documents

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      Request in respect of any Loan may not be given until the Facility Agent
      has notified the Owner and the Lenders that it has received all of the
      documents and evidence set out in Schedule 2 (Conditions
      Precedent) in respect of the Loan the subject of that Request in form and
      substance satisfactory to the Facility Agent (acting on the instructions
      of all of the Lenders) or that it expects to receive outstanding documents
      or evidence on or before the Utilisation Date of such Loan or, in the case
      of evidence on the payment of the Equity Contribution, Balancing Equity
      Contribution or Equity Collateral, on or before the date which falls one
      (1) Business Day after the date of service of the relevant Request to the
      Facility Agent (provided that it will be a condition precedent to the
      obligations of each Lender to advance such Loan that, as at the relevant
      Utilisation Date (or, in the case of evidence of the payment of the Equity
      Contribution, Balancing Equity Contribution or Equity Collateral, as at
      the date which falls one (1) Business Day after the date the Request is
      served), such outstanding documents or evidence have
      been received by the Facility Agent in form and substance satisfactory to
      the Facility Agent (acting on the instructions of all
  of

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              the
      Lenders)).  The Facility Agent must give this notification to
      the Owner and the Lenders promptly upon being so
  satisfied.

            


    

     

    
      	
               
      

            	
              (b)

            	That
      part of the Delivery Loan which relates to all or part of the Instalment
      payable on the Delivery Date shall, if the Delivery Date has not at such
      time occurred, be deposited by the Facility Agent into the account of [the
      Refund Guarantor]1 (the Escrow
      Account) with its correspondent bank in New York three Business
      Days prior to the proposed Delivery Date, subject to the following
      irrevocable instructions (addressed to [the Refund Guarantor] with a copy
      to the correspondent bank):


    

     

    “We have
today credited to the account of [“Calyon”] (account number [●] with [●] ([here
inset international recognition codes]) the amount of [insert here the amount of
final Loan to be used in respect of the Delivery Date Instalment] United States
Dollars (US$[●]) (the Deposit).  This
payment is made in connection with the delivery instalment which will become
payable by Drillship Skopelos Owners Inc. (the Buyer)
to Samsung Heavy Industries Co., Ltd. (the Builder)
under the terms of the shipbuilding contract dated 24th January 2008 relating to
Hull no. 1865 (the Ship).  You
are irrevocably instructed to order the release of the Deposit to either (a) the
Builder upon your receipt of both (i) a copy of the Protocol of Delivery and
Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a
written confirmation from the Facility Agent that the Deposit may be released to
the Builder or (b) us (for credit to account number [●] to [●] ([here insert
international recognition codes]) upon your receipt of written instructions from
both us and the Buyer to do so.  If, by noon (Korean time) on the date
which falls [5] days after the proposed Delivery Date, you have not ordered the
release of the Deposit to the Builder in accordance with (a) above or to us in
accordance with (b) above you shall (unless otherwise instructed by us)
immediately instruct the return of the Deposit to us (for credit to the account
referred to above) on and for value on the date which falls [5] days after the
proposed Delivery Date.”]

     

    
      	
               
      

            	
              (c)

            	
              If
      the Delivery Date has not occurred at the time the Request for the
      Delivery Loan is served, the Owner undertakes with the Finance Parties not
      to sign a Protocol of Delivery and Acceptance in respect of the Vessel
      unless the Facility Agent has confirmed that the conditions precedent
      referred to the Clause 3.1(a) in respect of the Delivery Loan above
      have been or will, simultaneously with such signing, be
      satisfied.

            


    

     

    
      	
              3.2

            	
              Further
      conditions precedent

            


    

     

    The
obligations of each Lender to advance any Loan are subject to the further
conditions precedent that on both the date of the Request and the Utilisation
Date for that Loan:

     

    
      	
               
      

            	
              (a)

            	
              the
      Repeating Representations are correct in all material
      respects;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      Default or Mandatory Prepayment Event or Potential Mandatory Prepayment
      Event is outstanding or would result from the
  Loan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Facility Agent has received an officer’s certificate from the Owner
      confirming that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              save
      as permitted by the Finance Documents, there have been no material
      amendments or variations agreed to the Related Contracts existing at such
      time that have not been agreed by the Facility Agent in accordance with
      the terms of this Agreement;

            


    

    

      

    

      
      
        	
                1

              	
                Samsung
      to confirm – see Article II paragraph 5(c) of the Shipbuilding
      Contract.

              


      

    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (ii)

            	
              no
      Related Contracts have been rescinded or terminated by any party to
      them;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              no
      action has been taken by (a) the Owner (b) the Sponsor or (c) by any other
      party which might in any way render any Related Contract inoperative or
      unenforceable, in whole or in any part;
and

            


    

     

    
      
        	
                 
      

              	
                (iv)

              	
                none
      of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency
      proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or
      18.10 (Failure to pay final judgment) has occurred, to the best of the
      Owner’s knowledge and belief (acting with the proper due diligence), in
      respect of any of the Refund Guarantor, the Builder, the Manager, the
      Charterer Parent (if applicable) or the Charterer (if applicable);
      and

              


      

       

    

    
      	
               
      

            	
              (d)

            	
              the
      Facility Agent has received such other documents which, based on legal
      advice received from the relevant advisers referred to in this Agreement
      are necessary to evidence the legality, validity and enforceability of the
      obligations of the parties to any Finance Document being delivered on such
      Utilisation Date.

            


    

     

    
      	
              3.3

            	
              Waiver
      of conditions precedent

            


    

     

    The
conditions precedent in this Clause 3 are solely for the benefit of the
Lenders, and may be waived on their behalf in whole or in part and with or
without conditions by the Facility Agent (acting on the instructions of all of
the Lenders).

     

    
      	
              4.

            	
              UTILISATION

            


    

     

    
      	
              4.1

            	
              Giving
      of Requests

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Owner may borrow a Loan by giving to the Facility Agent a duly completed
      Request.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      the Facility Agent otherwise agrees, the latest time for receipt by the
      Facility Agent of a duly completed Request is 11.00 a.m. three Business
      Days prior to the date of the proposed borrowing and, in respect of the
      Delivery Loan, ten Business Days prior to the date of the proposed
      borrowing.  The Owner undertakes that any advance notices
      regarding expected payment dates of Instalments shall be promptly
      delivered to the Facility Agent at the same time as such notices are
      received by the Owner, Manager or Sponsor, as the case may be, from the
      Builder. The Facility Agent shall provide copies of such advance notices
      promptly to KEXIM upon receipt of the same from the Owner and to the other
      Lenders upon request.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Owner may, subject to Clauses 4.1(d) and 4.1(e), submit up to only
      four Requests, one in respect of each of the Instalment Loan 1, the
      Instalment Loan 2, the Instalment Loan 3, and the Delivery Loan (each an
      Instalment
      Loan).

            


    

     

    
       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      Clause 4.1(c), the Owner may submit one Request for the Incidental Costs
      Loan and Requests for Incidental Vessel Costs Loans in accordance with the
      provisions of Clause 4.2 (Completion of
  Requests).

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      Clause 4.1(c), if on the Final Completion Date there is an Undrawn Amount,
      the Owner may, if the Facility Agent (acting on the instructions of all
      the Lenders who shall have full discretion in connection with such
      instructions) so agrees, and on such terms and subject to such conditions
      as the Facility Agent may, acting on such
  instructions,

              


      

    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              require,
      submit a Request for an amount not exceeding the Undrawn Amount to be used
      to reimburse the Owner for amounts of Vessel Costs paid by it and not
      already financed hereunder or such other purposes as the Lenders may
      agree.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Each
      Request is irrevocable.

            


    

     

    
      	
              4.2

            	
              Completion
      of Requests

            


    

     

    A
Request will not be regarded as having been duly completed unless:

     

    
      	
               
      

            	
              (a)

            	
              the
      Utilisation Date is a Business Day falling within the relevant
      Availability Period for that Loan
and:

            


    

     

    
      	
               
      

            	
              (i)

            	
              for
      an Instalment Loan (other than the Delivery Loan), is the date on which
      the corresponding Instalment is payable under the terms of the
      Shipbuilding Contract;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      the Delivery Loan, is the Final Completion Date;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              for
      an Incidental Vessel Costs Loan:

            


    

     

    
      	
               
      

            	
              (A)

            	
              for
      the first Incidental Vessel Costs Loan, is a date on or after the date of
      this Agreement; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              for
      any other Incidental Vessel Costs Loan, is a date falling at least three
      (3) months after the previous Incidental Vessel Costs Loan Utilisation
      Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      requested Incidental Costs Loan is in an amount not exceeding the
      aggregate amount of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Incidental Loan Costs incurred in the period up to and including the
      Utilisation Date of the Incidental Costs
Loan;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      aggregate amount of the Approved Incidental Vessel Costs payable in the
      period up to and including the Utilisation Date of the Incidental Costs
      Loan and supported by invoices or receipts;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      aggregate estimated amount of Approved Incidental Vessel Costs which will
      become payable in the period up to and including the Utilisation Date of
      the Instalment Loan 1, supported by evidence satisfactory to the Facility
      Agent (acting in its sole
discretion);

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      requested Loan (other than the requested Incidental Costs Loan) is in an
      amount not exceeding:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      a Drilling Charter and a Sister Drilling Charter has been entered into ten
      (10) Business Days prior to the relevant Utilisation Date
    and:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Drilling Charter is a Five Year Drilling Charter and the Sister Drilling
      Charter is a Sister Five Year Drilling Charter;
  or

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Drilling Charter is a Five Year Drilling Charter and the Sister Drilling
      Charter is a Sister Three Year Drilling Charter;
  or

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (C)

            	
              the
      Drilling Charter is a Three Year Drilling Charter and the Sister Drilling
      Charter is a Sister Five Year Drilling
Charter,

            


    

     

    a
percentage of the Scheduled Instalment Amount or, as applicable the Approved
Incidental Vessel Costs (in each case determined by the Facility Agent) to be
derived from an iterative process in a manner that the expected LTC Ratio at the
Utilisation Date following the advance of the Loan equals zero point seven
(0.7); or

     

    
      	
               
      

            	
              (ii)

            	
              if
      the conditions in Clause 4.2(c)(i) have not been met, a percentage of
      the Scheduled Instalment Amount or, as applicable the Approved Incidental
      Vessel Costs (in each case determined by the Facility Agent) to be derived
      from an iterative process in a manner that the expected LTC Ratio at the
      Utilisation Date following the advance of the Loan equals zero point four
      (0.4),

            


    

     

    together
with the Incidental Loan Costs to be capitalised or, as the case may be,
reimbursed on that Utilisation Date in accordance with Clause 4.4;
and

     

    
      	
               
      

            	
              (d)

            	
              the
      amount requested for any Loan when aggregated
  with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              existing
      Loans advanced by the Lenders;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      amounts to be drawn down under any other Request issued for drawdown on
      the proposed Utilisation Date; and

            


    

     

    
      
        	
                 
      

              	
                (e)

              	
                the
      amount capitalised pursuant to Clause 4.4 (Capitalisation of Incidental
      Loan Costs),

              


      

    

     

    does
not exceed the Maximum Facility Amount; and

     

    
      	
               
      

            	
              (f)

            	
              subject
      to Clause 4.3, the amount of the Loan requested is apportioned pro rata to
      the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan by
      reference to the proportion of the Total Commitments borne by the
      Commitments of the Eksportfinans Lenders, the KEXIM Lenders and Commercial
      Lenders respectively at the relevant
time.

            


    

     

    Only
one Loan may be requested in a Request.

     

    
      	
              4.3

            	
              Advance
      of Loan

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Facility Agent must promptly notify each Lender of the details of the
      requested Loan and the amount of its share in that Loan (as calculated by
      the Facility Agent in accordance with this Clause
  4.3).

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Eksportfinans Lender is obliged to participate in the Incidental Costs
      Loan or any Incidental Vessel Costs
Loan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      amount of each Lender’s share of each requested Instalment Loan will be
      its Pro Rata Share on the proposed Utilisation Date but adjusted so that
      the total amount lent by the Eksportfinans Lenders in respect of such Loan
      is equal to the aggregate which would have been, and would be, lent by the
      Eksportfinans Lenders, if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              they
      had participated to the extent of their Pro Rata Share in the Incidental
      Costs Loan and each Incidental Vessel Costs Loan drawn on or prior to the
      Utilisation Date of the relevant Instalment Loan;
  and

            


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (ii)

            	
              they
      were to participate to the extent of their Pro Rata Share in the relevant
      Instalment Loan,

            


    

     

    and
taking into account the amount actually lent by the Eksportfinans Lenders in
respect of any Instalment Loans for already drawn.

     

    
      	
               
      

            	
              (d)

            	
              The
      Facility Agent shall calculate the amount to be lent by each of the
      Lenders in connection with each Instalment Loan and shall notify each of
      the Lenders of such amount as soon as practicable after receipt by the
      Facility Agent of the Request relating to that Instalment
      Loan.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      Lender is obliged to participate in a Loan if, as a
  result:

            


    

     

    
      	
               
      

            	
              (i)

            	
              its
      share in the Loans under the Facility would exceed its
      Commitment;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Loans would exceed the Total
Commitments;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      respect of the Eksportfinans Lenders, the aggregate of the Eksportfinans
      Loans would exceed the Maximum Eksportfinans Loan
  Amount;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      respect of the KEXIM Lenders, the aggregate of the KEXIM Loans would
      exceed the Maximum KEXIM Loan Amount;
or

            


    

     

    
      	
               
      

            	
              (v)

            	
              in
      respect of the Commercial Lenders, the aggregate of the Commercial Loans
      would exceed the Maximum Commercial Loan
Amount;

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      the conditions set out in this Agreement have been met, each Lender must
      ensure that its share in the requested Loan will be available to the
      Facility Agent for the Owner through its Facility Office by
      10.00 a.m. on the relevant Utilisation
  Date.

            


    

     

    
      	
              4.4

            	
              Capitalisation
      of Incidental Loan Costs

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                During
      the Pre-Completion Period the Commitment fee payable in accordance with
      Clause 22.1 (Commitment fee), and interest calculated and payable in
      accordance with Clause 7.1(a) (other than any such Commitment fees or
      interest included in the Incidental Costs Loan or interest payable to the
      Eksportfinans Lenders under this Agreement) shall accrue and shall, on the
      last day of each Term during the Pre-Completion Period, be capitalised and
      added to the principal amount of the Loans
  outstanding.

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      amount of any Incidental Loan Costs to be capitalised may not in any
      circumstances exceed, when aggregated with the Loans already made and
      amounts of Incidental Loan Costs already capitalised under the relevant
      Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set
      out in Clause 4.2(c)(i) or 4.2(c)(ii) to be breached. Any Incidental
      Loan Costs due and payable which cannot be capitalised in accordance with
      this Clause 4.4 must be paid by the Owner on the due
      date.

            


    

     

    
      	
              5.

            	
              REPAYMENT

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Owner must repay the Loans to the Facility Agent on each Repayment Date in
      accordance with the Repayment
Schedule.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Facility Agent shall notify the Owner and the Lenders of any change in the
      amount or the timing of any Repayment Instalment as soon as practicable
      prior to or, as the case may

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              be,
      after the Final Completion Date.  In the event of any such
      notification, the Facility Agent shall replace the Repayment Schedule
      attached at Schedule 5 (Loan Repayment Schedule) with a new
      Repayment Schedule reflecting the correct Repayment Instalments and the
      correct Repayment Dates and promptly provide a copy thereof to the Owner
      and the Lenders.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Loans shall be repaid in full on the Final Maturity
  Date.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      amounts repaid under this Clause 5 may not be
      re-borrowed.

            


    

     

    
      	
              6.

            	
              PREPAYMENT
      AND CANCELLATION

            


    

     

    
      	
              6.1

            	
              Mandatory
      prepayment – illegality

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      it becomes, or to the knowledge of any Lender is to become, unlawful or
      otherwise prohibited (whether temporarily or permanently) in any
      jurisdiction for a Lender to perform any of its obligations as
      contemplated by a Finance Document or to fund or maintain its share in one
      or more of the Loans, or to exercise any of its material rights under the
      Finance Documents, that Lender shall notify the Facility Agent and the
      Owner (any such event being a Lender
      Event).

            


    

     

    
      	
               
      

            	
              (b)

            	
              After
      notification under paragraph (a) above (and subject always
      to satisfactory alternate arrangements being put into place in accordance
      with paragraph (d) below):

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Owner must repay or prepay the share of that Lender in the relevant Loan
      or Loans on the date specified in paragraph (c) below;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Commitments of that Lender will be immediately
  cancelled.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      date for prepayment of a Lender’s share in a Loan will
  be:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      last day of the current Term of that Loan;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      earlier, the date specified by that Lender in the notice delivered to the
      Owner under paragraph (a) above (being no earlier than the last
      day of any applicable grace period permitted by Applicable
      Law).

            


    

     

    
      	
               
      

            	
              (d)

            	
              If,
      prior to the occurrence of a Lender Event, a Lender receives notice or
      becomes aware that a Lender Event will occur, that Lender and the Owner
      shall enter into discussions in good faith for a period of twenty (20)
      days (or such shorter period, if any, as may be available prior to the
      Lender Event taking effect) (the Lender Consultation
      Period) with a view to agreeing how the effects of the Lender Event
      can be avoided or mitigated so that alternative legal, valid and binding
      obligations, in form and substance satisfactory to that Lender and the
      Owner, are put in place.  If that Lender and the Owner cannot
      agree and complete such arrangements prior to the end of the Lender
      Consultation Period, the Owner shall be obliged to immediately prepay the
      share of that Lender in the Loan on the date specified in
      paragraph (c) above.

            


    

     

    
      	
              6.2

            	
              Mandatory
      prepayment – Total Loss, sale and Related
  Contracts

            


    

     

    The
Owner shall be obliged to prepay the whole of the Loans then outstanding (and
each Lender’s Commitments shall be immediately cancelled) in the following
circumstances and at the following times:


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


     

    (a)        if
there is a Total Loss (whether before or after the Delivery Date), on the
earlier of:

     

    
      	
               
      

            	
              (i)

            	
              the
      date falling 90 days after the Date of Total Loss;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      date of receipt by the Owner or the Security Trustee of the proceeds of
      insurance relating to such Total
Loss;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      the Owner fails to deliver the Vessel to the Charterer in accordance with
      the terms of a Drilling Charter (other than in circumstances where there
      is a Charter Termination Event), on the date of such
    failure;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      either the Builder or the Owner is in breach of any of its material
      obligations under the Shipbuilding Contract, or either the Manager or the
      Owner is in breach of any of its material obligations under any other
      Related Contract, on the date falling 20 days after the date on which the
      Facility Agent gives written notice to the Owner that the Majority Lenders
      have so determined and such breach is not remedied or otherwise
      compensated for, in each case, to the satisfaction of the Majority Lenders
      within such period, or if the matter has been referred to arbitration
      within that 20-day period, upon the earlier of a settlement being reached
      in respect of such arbitration and 5 days after the receipt of the final
      arbitration award;

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      the Vessel has not been delivered by the Builder and accepted
      unconditionally by the Charterer under the relevant Drilling Charter by
      the date falling 210 days after the Scheduled Delivery Date (the Longstop Date), on the
      Business Day immediately succeeding the Longstop
  Date;

            


    

     

    
      	
               
      

            	
              (e)

            	
              if
      a material part of the assets of the Charterer or, if applicable, the
      Charterer Parent are seized, expropriated, or compulsorily acquired,
      nationalised, confiscated or requisitioned by any Government Entity or by
      persons purporting to act on behalf of any Government Entity, subject,
      however, to the provisions of Clause 16.23 (Breach or Termination of
      Drilling Charter or Management
  Agreement);

            


    

     

    
      	 	
              (f)

            	
              if
      a Charter Termination Event occurs, on the date of the occurrence of such
      Charter Termination Event, subject, however, to the provisions of Clause
      16.23 (Breach or Termination of Drilling Charter or Management
      Agreement);

            


    

     

    
      	
               
      

            	
              (g)

            	
              if
      the Vessel is sold, on or before the date on which the sale is
      completed;

            


    

     

    
      	
               
      

            	
              (h)

            	
              if
      the Shipbuilding Contract is terminated in circumstances where the Refund
      Guarantee is payable upon the earlier
of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      date of receipt of the moneys under the Refund Guarantee;
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              20
      days after the date of termination or if the matter has been referred to
      arbitration within that 20-day period, upon the earlier of a settlement
      being reached in respect of such arbitration and 5 days after the receipt
      of the final arbitration award;

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      the Shipbuilding Contract is terminated in circumstances other than those
      referred to in paragraph (c), on the date of its
    termination;

            


    

     

    
      	
               
      

            	
              (j)

            	
              if
      either:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      Owner ceases to be a Subsidiary of the Sponsor;
  or

            


    


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (B)

            	
              the
      Sponsor ceases to have direct or indirect control of the Owner or to own
      directly or indirectly more than 50% of the voting capital or similar
      right of ownership of the Owner (and control for this purpose
      means the power to direct the management and the policies of the Owner
      whether through the ownership of voting capital, by contract or
      otherwise),

            


    

     

    in
either case without the prior written consent of the Facility Agent (acting on
the instructions of all the Lenders). The Facility Agent agrees that it will
consult with the Owner in good faith (taking into account, inter alia, the
security and credit position of the Finance Parties) should the Owner or the
Sponsor approach the Facility Agent with a proposal to effect an initial public
offering of the Owner (but without an obligation on the part of any of the
Finance Parties to consent to any such proposed initial public offering);
or

     

    
      	
               
      

            	
              (k)

            	
              if
      either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              on
      the Drilling Charter Cut-off Date neither a Five Year Drilling Charter nor
      a Sister Five Year Drilling Charter has been entered
  into;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              on
      the Drilling Charter Cut-off Date,
either:

            


    

     

    
      	
               
      

            	
              (A)

            	
              a
      Five Year Drilling Charter has been entered into but no Sister Drilling
      Charter for a minimum term (excluding any optional extensions) of 3 years
      from the Final Completion Date has been entered into;
  or

            


    

     

    
      	
               
      

            	
              (B)

            	
              a
      Sister Five Year Drilling Charter has been entered into, but no Drilling
      Charter for a minimum term (excluding any optional extensions) of 3 years
      from the Final Completion Date has been entered
  into.

            


    

     

    
      	
              6.3

            	
              Mandatory
      prepayment amount – Sister Vessel

            


    

     

    The
Owner shall be obliged to prepay the Required Prepayment Percentage of each of
the Loans then outstanding (and each Lender’s Commitment shall be immediately
pro rata cancelled) in
the following circumstances and at the following times:

     

    
      	
               
      

            	
              (a)

            	
              if
      the Sister Vessel is sold, on or before the date on which the sale is
      completed; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      the Sponsor ceases, for whatever reason, to own or retain the legal and
      beneficial interest in at least 50% of the shares of the Sister
      Owner.

            


    

     

    
      	
              6.4

            	
              Mandatory
      Prepayment – Invalidity of Finance Documents or Related
      Contracts

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                Without
      prejudice to the provisions of Clause 6.1 (Mandatory prepayment -
      illegality), if the Facility Agent or the Owner become aware that any of
      the following (an Invalidity Event) has
      occurred or is likely to
occur:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              any
      Finance Document or Related Contract or any material provision of any such
      document ceasing to be valid in any way which, in the case of a Finance
      Document, is material and, in the case of a Related Contract, in any way
      which has a Material Adverse Effect or is alleged by the Owner to be
      ineffective in accordance with its terms for any
  reason;

            


    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (ii)

            	
              any
      Security Document creating a Security Interest in favour of the Security
      Trustee (on trust for the Finance Parties) ceasing to provide a perfected
      first priority security interest in favour of the Security Trustee (on
      trust for the Finance Parties) (subject to any Permitted Liens having
      priority in law); or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Owner repudiates a Finance
Document,

            


    

     

    then
the Facility Agent or the Owner, as the case may be, shall as soon as
practicable after becoming aware thereof give each other notice of the same (an
Invalidity Notice) and,
subject to paragraph (b) below, following receipt of an Invalidity Notice
the Owner shall immediately prepay the outstanding Loans together with accrued
interest and all other amounts accrued under the Finance Documents, and the
Commitments of the Lenders shall be immediately cancelled.

     

    
      	
               
      

            	
              (b)

            	
              If,
      prior to the occurrence of an Invalidity Event, the Facility Agent or the
      Owner receives an Invalidity Notice, the Facility Agent (acting on the
      instructions of the Majority Lenders) and the Owner shall enter into
      discussions in good faith for a period of 20 days or such shorter period,
      if any, as may be available prior to the Invalidity Event taking effect
      (the Consultation
      Period) with a view to agreeing how the effects of the Invalidity
      Event can be avoided so that alternative legal, valid and binding
      obligations, in form and substance satisfactory to the Facility Agent
      (acting on the instructions of the Majority Lenders) are provided in
      replacement of the affected Finance Document or Related
      Contract.  In conducting such discussions and reaching a
      conclusion, the Lenders shall act in good faith but otherwise in their
      absolute discretion.  If the Facility Agent (acting on the
      instructions of the Majority Lenders) and the Owner cannot agree on and
      complete such arrangements prior to the earlier of the end of the
      Consultation Period and the date upon which the relevant Invalidity Event
      becomes effective, the Owner shall be obliged to immediately prepay all
      outstanding Loans together with accrued interest and all other amounts
      accrued under the Finance Documents, and the Commitments of the Lenders
      shall be immediately cancelled.

            


    

     

    
      
        	
                6.5

              	
                Voluntary
      prepayment

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Owner may, at any time after
      the Final Completion Date and giving not less than 30 days’ prior written
      notice to the Facility Agent, prepay a Loan in whole or in part on the
      last day of the relevant Term so long as it simultaneously (or if not then
      permitted on the earliest permitted date) prepays a pro rata amount of the
      principal outstanding under the Sister Loan
    Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A prepayment must be in a minimum
      amount of US$10,000,000 and, in excess of that, in multiples of
      US$1,000,000.

              


      

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.6

              	
                Automatic
      cancellation

              


      

       

      The relevant Commitments of each Lender
will be automatically cancelled at the close of business on the last day of the
relevant Availability Period.

       

      
        	
                6.7

              	
                Voluntary
      cancellation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Owner may, by giving not less
      than five Business Days’ prior notice to the Facility Agent, cancel the
      unutilised amount of the Total Commitments in whole or in part so long as
      it cancels a pro rata amount of commitments under the Sister Loan
      Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Partial cancellation of the Total
      Commitments must be in a minimum amount of US$10,000,000 and, in excess of
      that, in multiples of
US$1,000,000.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Any cancellation in part will be
      applied against the relevant Commitment of each Lender pro
      rata and in respect
      of the Facility, across the Eksportfinans Loan, the KEXIM Loan and the
      Commercial Loan pro
      rata.

              


      

       

      
        	
                6.8

              	
                Voluntary prepayment and
      cancellation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      the Owner is, or will be, required to pay to a Lender a Tax Payment or an
      Increased Cost, the Owner may, while the requirement continues, give
      notice to the Facility Agent requesting prepayment and cancellation in
      respect of that Lender.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                After
      notification under paragraph (a)
      above:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Owner must repay or prepay that Lender’s share in each Loan made to it on
      the date specified in paragraph (c)
      below;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Commitment of that Lender will be immediately
      cancelled.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      date for prepayment of a Lender’s share in a Loan will be the last day of
      the current Term for the relevant Loan or any earlier date agreed between
      the Owner, the Facility Agent and that
  Lender.

              


      

       

      
        	
                6.9

              	
                Partial
      prepayment of Loans

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      where this Clause 6 expressly
      provides otherwise, any partial prepayment of a Loan will be applied
      against the Repayment Instalments in the inverse order of their maturity
      and shall be applied pro
      rata in
      respect of the amounts outstanding to the Eksportfinans Lenders, the KEXIM
      Lenders and the Commercial
  Lenders.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Upon
      any such partial prepayment, the Facility Agent shall, if applicable,
      replace the Repayment Schedule attached at Schedule
      5 (Loan
      Repayment Schedule)
      with a new Repayment Schedule(s) reflecting the correct Repayment
      Instalments and promptly provide a copy thereof to the
      Owner.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No
      amount of a Loan prepaid (in full or in part) under this Agreement may
      subsequently be re-borrowed.

              


      

       

      
        	
                6.10

              	
                Miscellaneous
      provisions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      notice of prepayment and/or cancellation under this Agreement is
      irrevocable and must specify the relevant date(s) and the affected Loans
      and Commitments.

              


      

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                All
      prepayments under this Agreement must be made with accrued interest on the
      amount prepaid.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                All
      prepayments (whether voluntary or mandatory) under this Agreement shall be
      subject to Break Costs (if any).  Each Lender claiming Break
      Costs shall, as soon as reasonably practicable after demand by the
      Facility Agent, provide a certificate confirming the amount of its Break
      Costs for any Term in which they accrue.  The Facility Agent
      agrees to provide a copy of such certificate to the Owner upon request by
      the Owner.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                No prepayment or cancellation is
      allowed except in accordance with the express terms of this
      Agreement.

              


      

       

      
        	
                7.

              	
                INTEREST

              


      

       

      
        	
                7.1

              	
                Calculation of
      interest

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      rate of interest on each Commercial Loan for each Term during the
      Pre-Completion Period and the Post-Completion Period is the percentage
      rate per annum equal to the aggregate
of:

              


      

       

      
        	
                  

              	
                (i)

              	
                the
      Applicable Margin at such
time;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LIBOR;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Mandatory Cost, if any.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      rate of interest on each Eksportfinans Loan for each Term during the
      Pre-Completion Period and the Post-Completion Period shall be the
      aggregate of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      applicable Pre-Completion Eksportfinans Interest Rate or, as the case may
      be, the applicable Post-Completion Eksportfinans Interest Rate;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Mandatory Cost, if
applicable.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      rate of interest on each KEXIM Loan for each Term during the
      Pre-Completion Period and the Post-Completion Period shall be the
      aggregate of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                LIBOR;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Applicable Margin at such
time.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Interest
      shall be calculated:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                subject
      to paragraph (ii) below, by reference to the actual number of days elapsed
      and on the basis of a year of 360 days in respect of any Loan;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                on
      a 30/360 day basis in respect of any Eksportfinans
      Loan.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Interest
      shall accrue from and including the first day of each Term to but
      excluding the last day of such
Term.

              


      

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.2

              	
                Payment of
      interest

              


      

       

      Except
where it is provided to the contrary in this Agreement, the Owner must pay
accrued interest on each Loan on the last day of each Term.

       

      
        	
                7.3

              	
                Interest on overdue
      amounts

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If the Owner fails to pay any
      amount payable by it under the Finance Documents, it must immediately on
      demand by the Facility Agent pay interest on the overdue amount from its
      due date up to the date of actual payment, both before, on and after
      judgment.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Interest on an overdue amount is
      payable at a rate determined by the Facility Agent to be the aggregate of
      3% per annum above the rate which would have been payable if the overdue
      amount had, during the period of non-payment, constituted a
      Loan.  For this purpose, the Facility Agent may (acting
      reasonably) select successive Terms of any duration of up to six
      months.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding paragraph
      (b) above, if the overdue amount is a
      principal amount of a Loan and becomes due and payable before the last day
      of its current Term, then:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the first Term for that overdue
      amount will be the unexpired portion of that Term;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the rate of interest on the
      overdue amount for that first Term will be 3% per annum above the rate
      then payable on that Loan.

              


      

       

      After the expiry of the first Term for
that overdue amount, the rate on the overdue amount will be calculated in
accordance with paragraph (b) above.

       

      
        	
                 
      

              	
                (d)

              	
                Interest (if unpaid) on an overdue
      amount will be compounded with that overdue amount at the end of each of
      its Terms but will remain immediately due and
    payable.

              


      

       

      
        	
                7.4

              	
                Notification of rates of
      interest

              


      

       

      The Facility Agent must promptly notify
each relevant Party of the determination of a rate of interest under this
Agreement.

       

      
        	
                8.

              	
                TERMS

              


      

       

      
        	
                8.1

              	
                Term

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each Loan has successive
      Terms.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The first term for a Loan will
      start on the Utilisation Date for that Loan and each subsequent Term for a
      Loan will start on
      the expiry of the preceding Term for that
  Loan.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Subject to the following
      provisions of this Clause 8 the duration of each Term shall
      be three (3) months
      during the Pre-Completion Period, provided always that the first Term for
      the Incidental Costs Loan shall expire on 31st October 2008 or if earlier,
      at the next Repayment Date.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Subject to the following
      provisions of this Clause 8 the duration of each Term shall
      be six (6) months during the Post-Completion Period, provided always that
      the first Term after the Final Completion Date shall expire on the first
      Repayment Date set out in the Repayment Schedule, being 31st May
      2012.

              


      

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

       

      
        	
                8.2

              	
                Consolidation –
      Loans

              


      

       

      A Term for a Loan will end on the same
day as the current Term for any other Loan.  On the last day of those
Terms, those Loans will be consolidated and treated as one
Loan.

       

      
        	
                8.3

              	
                End of Term on Final Completion
      Date

              


      

       

      If a Term in relation to a Loan advanced
during the Pre-Completion Period would otherwise overrun the Final Completion
Date, it will be shortened so that it ends on the Final Completion
Date.  Each subsequent Term will be ascertained in accordance with
Clause 8.1(c) (Term).

       

      
        	
                8.4

              	
                No overrunning the Final Maturity
      Date

              


      

       

      If a Term would otherwise overrun the
Final Maturity Date, it will be shortened so that it ends on the Final Maturity
Date.

       

      
        	
                8.5

              	
                Other
      adjustments

              


      

       

      The Facility Agent (with the prior
consent of the Majority Lenders) and the Owner may enter into such other
arrangements as they may agree for the adjustment of Terms and the consolidation
and/or splitting of Loans.

       

      
        	
                9.

              	
                MARKET
      DISRUPTION

              


      

       

      
        	
                9.1

              	
                Failure of a Reference Bank to
      supply a rate

              


      

       

      If LIBOR is to be calculated by
reference to the Reference Banks but if a Reference Bank does not supply a rate
by 11.00 a.m. on the second London Business Day before the first day of the
relevant Term, the applicable LIBOR will, subject as provided below, be
calculated on the basis of the rates of the remaining Reference
Banks.

       

      
        	
                9.2

              	
                Market
      disruption

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In this Clause 9, each of the following events is
      a market
      disruption event:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                LIBOR is to be calculated by
      reference to the Reference Banks but no Reference Bank supplies a rate to
      the Facility Agent by 11.00 a.m. on the second London Business Day before
      the first day of the relevant Term;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the Facility Agent receives by
      close of business on the second London Business Day before the first day
      of the relevant Term notification from any Lender or Lenders whose shares
      in the relevant Loan exceed 30% of that Loan that the cost to them of
      obtaining matching deposits in the relevant interbank market is in excess
      of LIBOR for the relevant
Term.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The Facility Agent must promptly
      notify the Owner and the Lenders of a market disruption
      event.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                After notification under paragraph
      (b) above, the rate of interest on each
      Lender’s share in the affected Loan for the relevant Term will be the
      aggregate of the relevant:

              


      

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (i)

              	
                Applicable Margin at such
      time;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                rate notified to the Facility
      Agent by that Lender as soon as practicable, and in any event before
      interest is due to be paid in respect of that Term, to be that which
      expresses as a percentage rate per annum the cost to that Lender of
      funding the Loan from whatever source it may reasonably select;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Mandatory Cost, if applicable, to
      that Lender’s participation in the
Loan.

              


      

       

      
        	
                9.3

              	
                Alternative basis of interest or
      funding

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If a market disruption event
      occurs and the Facility Agent or the Owner so require, the Owner and the
      Facility Agent must enter into negotiations for a period of not more than
      20 days with a view to agreeing to an alternative basis for determining
      the rate of interest and/or funding for the affected Loan and any relevant
      future Loan.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any alternative basis agreed
      between the Owner and the Facility Agent will be, with the prior written
      consent of all the Lenders, binding on all the
    Parties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                During the negotiation period
      referred to in paragraph (a) above and thereafter unless an
      agreement for such alternative basis is reached between the Parties, the
      provisions of Clause 9.2 shall
    apply.

              


      

       

      
        	
                10.

              	
                TAXES

              


      

       

      
        	
                10.1

              	
                Tax
  gross-up

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Owner must make all payments
      to be made by it under the Finance Documents without any Tax Deduction
      unless a Tax Deduction is required by Applicable
    Law.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Where the introduction of, or any change
      in, or any change in the interpretation, administration or application of,
      any Applicable Law or compliance with any law or regulation made after the
      date of this Agreement requires the Owner, or as the case may be, the
      Facility Agent, to make a Tax Deduction, as soon as the Owner or a Lender becomes
      aware of the same, it must promptly notify the Facility
      Agent.  The Facility Agent must then promptly notify the
      affected Parties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Following any notification
      referred to in paragraph (b) above, the amount of the payment due
      from the Owner will be increased or, as the case may be, the Owner shall
      make an additional payment, so that the amount (after making the Tax
      Deduction) received by the recipient is equal to the payment which would
      have been due if no Tax Deduction had been
  required.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If the Owner is required to make a
      Tax Deduction, it must make the Tax Deduction and must make any payment
      required in connection with that Tax Deduction within the time allowed by
      the Applicable Law.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Within 30 days of making either a
      Tax Deduction or a payment required in connection with a Tax Deduction or,
      if later, promptly following receipt of the same, the Owner must deliver
      to the Facility Agent for the relevant Finance Party documents or other
      information (or certified copies thereof) evidencing satisfactorily to
      that Finance Party that the Tax Deduction has been made or (as applicable)
      the appropriate payment has been paid to the relevant taxing
      authority.

              


      

       

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10.2

              	
                Tax
      indemnity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided below, the Owner must (within three Business Days of demand by
      the Facility Agent) indemnify a Finance Party by paying to such Finance
      Party an amount equal to any loss or liability which that Finance Party
      determines will be or has been suffered by that Finance Party for or on
      account of Tax in relation to a payment received or receivable (or any
      payment deemed to be received or receivable) under a Finance
      Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a)
      above does
      not apply:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      any Tax assessed on a Finance Party under the laws of the jurisdiction in
      which:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                that
      Finance Party is incorporated or, if different, the jurisdiction (or
      jurisdictions) in which that Finance Party has a Facility Office and is
      treated as resident for tax purposes;
or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                that
      Finance Party’s Facility Office is located in respect of amounts received
      or receivable in that
jurisdiction,

              


      

       

      if
that Tax is imposed on or calculated by reference to the net income received or
receivable by that Finance Party.  However, any payment deemed to be
received or receivable, including any amount treated as income but not actually
received by the Finance Party, such as a Tax Deduction, will not be treated as
net income received or receivable for this purpose; or

       

      
        	
                 
      

              	
                (ii)

              	
                to
      the extent a loss or liability is compensated by an increased payment
      under Clause 10.1(c) (Tax
      gross-up).

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      Finance Party shall, on receiving a payment from the Owner under this
      Clause 10.2,
      notify the Facility
Agent.

              


      

       

      
        	
                10.3

              	
                Confidentiality
      of Tax affairs

              


      

       

      If
a Lender intends to make a claim pursuant to Clause 10.2 (Tax
indemnity)
it shall, as soon as reasonably practicable after becoming aware that it may be
entitled to make a claim under Clause 10.2 (Tax
indemnity),
notify the Owner of the event by reason of which it is entitled to do so,
provided that nothing herein shall require that Lender to disclose any
confidential information relating to the organisation of its
affairs.

       

      
        	
                10.4

              	
                Stamp
      taxes

              


      

       

      The
Owner must pay and within five Business Days of demand indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other Taxes payable in respect of any
Finance Document, except for any such Tax payable in connection with entering
into a Transfer Certificate.

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10.5

              	
                Value
      added taxes

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      amounts set out, or expressed to be payable under a Finance Document by
      any Party to a Finance Party which (in whole or in part) constitute the
      consideration for VAT purposes shall be deemed to be exclusive of any VAT
      which is chargeable on such supply, and accordingly, subject to
      paragraph (b)
      below,
      if VAT is chargeable on any supply made by any Finance Party to any Party
      under a Finance Document, that Party must pay to the Finance Party (in
      addition to and at the same time as paying the consideration) an amount
      equal to the amount of the VAT (and such Finance Party must promptly
      provide an appropriate VAT invoice to such
      Party).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      VAT is chargeable on any supply made by any Finance Party (the
      Supplier)
      to any other Finance Party (the Recipient)
      under a Finance Document, and any Party (the Relevant
      Party)
      is required by the terms of any Finance Document to pay an amount equal to
      the consideration for such supply to the Supplier (rather than being
      required to reimburse the Recipient in respect of that consideration),
      such Party must also pay to the Supplier (in addition to and at the same
      time as paying such amount) an amount equal to the amount of such VAT. The
      Recipient must promptly pay to the Relevant Party an amount equal to any
      credit or repayment from the relevant tax authority which it reasonably
      determines relates to the VAT chargeable on that
      supply.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses, that Party must also at the same time pay and indemnify
      the Finance Party against all VAT incurred by the Finance Party in respect
      of the costs or expenses to the extent that the Finance Party reasonably
      determines that neither it nor any other member of any group of which it
      is a member for VAT purposes is entitled to credit or repayment from the
      relevant tax authority in respect of the
  VAT.

              


      

       

      
        	
                11.

              	
                INCREASED
      COSTS

              


      

       

      
        	
                11.1

              	
                Increased
      Costs

              


      

       

      Except
as provided below in this Clause 11,
the Owner must, within five Business Days of demand by the Facility Agent, pay
to a Finance Party the amount of any Increased Cost incurred by that Finance
Party or any of its Affiliates as a result of:

       

      
        	
                 
      

              	
                (a)

              	
                the
      introduction of, or any change in, or any change in the interpretation,
      administration or application of, any Applicable Law (including, for the
      avoidance of doubt, the implementation of matters set out in Basel II or
      any other revisions to the Basel Accord);
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                compliance
      with any Applicable Law made after the date of this
      Agreement.

              


      

       

      
        	
                11.2

              	
                Exceptions

              


      

       

      The
Owner need not make any payment for an Increased Cost to the extent that the
Increased Cost is:

       

      
        	
                 
      

              	
                (a)

              	
                compensated
      for under another Clause or would have been but for an exception to that
      Clause;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                attributable
      to the relevant Finance Party or any of its Affiliates wilfully failing to
      comply with any law or
regulation;

              


      

       

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                attributable
      to a Tax Deduction required by Applicable Law to be made by the Owner;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                compensated
      for by the payment of Mandatory
Cost.

              


      

       

      
        	
                11.3

              	
                Claims

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a Finance Party intends to make a claim for an Increased Cost it must
      notify the Facility Agent of the circumstances giving rise to and the
      amount of the claim, following which the Facility Agent will promptly
      notify the Owner.

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                11.4

              	
                Mitigation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Finance Party must, in consultation with the Owner, use all reasonable
      endeavours to mitigate any circumstances which arise and which result or
      would result in any amount being payable under or pursuant to, or
      cancelled pursuant to, any of Clause 10 (Taxes)
      or Clause 11 (Increased
      Costs)
      including (but not limited to) transferring its rights and obligations
      under the Finance Documents to another Affiliate or Facility Office and,
      in respect of any Increased Cost arising as a result of the implementation
      of the matters set out in Basel II or any other revisions to the Basel
      Accord, each Finance Party must apply its rights under
      Clause 11.1(a) (Increased
      Costs)
      on a non-discriminatory
basis.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner must indemnify that Finance Party for all costs and expenses
      reasonably incurred by that Finance Party as a result of any step taken by
      it under paragraph (a)
      above.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      Finance Party is not obliged to take any step under this Clause
      11.4 if,
      in the opinion of that Finance Party (acting reasonably), to do so would
      be prejudicial to it.

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                12.

              	
                ACCOUNTS

              


      

       

      
        	
                12.1

              	
                Maintenance
      of accounts

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall maintain the Accounts (other than the Equity Account) with the
      Account Bank until the Final Maturity Date, in each case free of Security
      Interests and rights of set-off other than as created by or pursuant to
      the Security Documents or in favour of the Account
      Bank.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall maintain the Equity Account with the Equity Account Bank until
      the Final Completion Date, in each case free of Security Interests and
      rights of set-off other than as created by or pursuant to the Security
      Documents.

              


      

       

      
        	
                12.2

              	
                Proceeds
      Account and
      Equity Account

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall pay, or procure that there is
  paid:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                no
      later than one (1) Business Day after the date of service of each Request
      to the Facility Agent in the Pre-Completion Period, into the Proceeds
      Account, an amount equal to:

              


      

       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (A)

              	
                any
      Balancing Equity Contribution;
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      relevant Equity Contribution, in each case in respect of the Utilisation
      Date to which such Request relates;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      amount of each Loan into the Proceeds Account or if the Owner so requests
      in a Request in respect of an Instalment Loan, to an account of the
      Builder specified in the Request;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                into
      the Equity Account:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                no
      later than one (1) Business Day after the date of service of the Request
      in respect of the Incidental Costs Loan, an aggregate amount equal to
      US$9,000,000;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                no
      later than one (1) Business Day after the date of service of the Request
      in respect of Instalment Loan 1, an aggregate amount equal to
      US$90,000,000; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                on
      or prior to the Drilling Charter Cut-off Date, an aggregate amount equal
      to all anticipated Equity Contributions to be made until the Final
      Completion Date in accordance with the relevant Approved
      Budget.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      an Event of Default occurs, the Owner shall pay, or procure that there is
      paid, into the Equity Account an aggregate amount equal to all of the
      Equity Collateral that has not yet been
  paid.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Subject
      to the Owner’s right to make withdrawals from the Equity Account in
      accordance with the provisions of this Agreement, the Owner shall ensure
      that the balance in the Equity Account at all times meet the requirements
      set out in this Clause 12.2.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      balance of the Equity Account shall at all times prior to the Drilling
      Charter Cut-off Date be at least equal to the Loans drawn under this
      Agreement as at the relevant time. If the balance of the Equity Account
      falls at any time below the amount of the Loans drawn, the Owner shall
      immediately pay, or procure that there is paid into the Equity Account
      such amount as shall restore the credit balance of the Equity Account to
      an amount equal to the aggregate amount of the Loans drawn under this
      Agreement as at that time.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                During
      the Pre-Completion Period and on the Final Completion Date the Owner shall
      procure that there is forthwith credited to the Proceeds Account any other
      amount payable or paid to the Owner (including any Liquidated Damages
      Payments paid by the Builder under the terms of the Shipbuilding
      Contract).  Provided that no Event of Default or Mandatory
      Prepayment Event has occurred and is continuing, the Owner shall be
      entitled to instruct the Account Bank or, as the case may be, the Equity
      Account Bank to transfer (and irrevocably authorises the Security Trustee
      to instruct the Account Bank or, as the case may be, the Equity Account
      Bank to transfer):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                on
      or immediately before each Utilisation Date, from the Equity Account into
      the Proceeds Account, an amount equal to the relevant Equity Contribution
      in respect of such Utilisation Date;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                on
      each Utilisation Date, after the proceeds of the relevant Loan have been
      credited, sufficient amounts from the Proceeds Account to (A) any account
      specified by the Builder to be applied to make Instalment payments, and
      (B) the account nominated by the Facility Agent, to be applied to part of
      the Incidental Costs Loan as does not relate to Incidental Vessel Costs,
      and (C) any account specified by the Owner to be applied towards such
      other items and costs as are included in the Vessel
      Cost,

              


      

       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

       

      in
each case in accordance with the terms of this Agreement.

       

      
        	
                 
      

              	
                (f)

              	
                During
      the Post-Completion Period, the Owner shall procure that there is
      forthwith credited to the Proceeds Account all Earnings and any
      Requisition Compensation.  The Owner shall procure that the
      following transfers will then be made in the following
      order:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                first,
      to the Operating Expenses Account a transfer in accordance with Clause
      12.3 (Transfers
      to the Operating Expenses Account);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                secondly,
      to the Debt Service Account a transfer in accordance with Clause
      12.4 (Transfers
      to Debt Service Account);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                thirdly,
      to the extent required, a transfer to the Debt Service Reserve Account in
      accordance with Clause 12.9(b) (Payments
      to the Debt Service Reserve Account on or after the Utilisation Date of
      the Delivery Loan);
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                fourthly,
      to the extent required, a transfer to the CAPEX Account in accordance with
      Clause 12.10(Transfers
      to the CAPEX Account),

              


      

       

      together
the Primary
Transfers.

       

      
        	
                 
      

              	
                (g)

              	
                Once
      the Primary Transfers have been made, any surplus funds standing to the
      credit of the Proceeds Account (if at least US$5,000,000) shall be applied
      by the Security Trustee in partial prepayment of the Loans and Clauses
      6.9 and
      6.10 shall apply.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Provided
      no Default or Mandatory Prepayment Event is at such time continuing, the
      Owner and the Finance Parties may, notwithstanding the provisions of this
      Clause 12 vary
      the order and application of the Primary Transfers by agreement in
      writing, in each case acting
  reasonably.

              


      

       

      
        	
                12.3

              	
                Transfers
      to the Operating
      Expenses Account

              


      

       

      Upon
payment of any Earnings or Requisition Compensation into the Proceeds Account
(such date of receipt of payment being an Earnings
Deposit Date)
the Owner shall instruct the Account Bank to transfer from the Proceeds Account
(and irrevocably authorises the Security Trustee to instruct the Account Bank to
transfer from the Proceeds Account) to the Operating Expenses Account an amount
equal to the
amount allocated for Operating Expenses in the Annual Budget for the period from
that Earnings Deposit Date to the next scheduled Earnings Deposit Date,
and
the Owner shall be permitted to withdraw such amount from the Operating Expenses
Account to pay the same to the Manager under and in accordance with the terms of
the Management Agreement and to others for use in connection with the operating
expenses of the Vessel and operation and management of the Owner incurred in the
ordinary course of business.

       

      
        	
                12.4

              	
                Transfers
      to Debt Service Account

              


      

       

      Following
the transfer to the Operating Expenses Account in accordance with Clause
12.3 (Transfers
to the Operating Expenses Account),
the Owner shall procure that there is transferred from the Proceeds Account (and
irrevocably instructs the Security Trustee to instruct the Account Bank to
transfer from the Proceeds Account) to the Debt Service Account an amount in
Dollars calculated in accordance with the following
formula:

       

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      

        
          	 	
                  a =

                	
                  A x n

                
	
                  N

                


        

      

       

      where:

       

      
        	
                 
      

              	
                a

              	
                =

              	
                the
      relevant amount of the Earnings and/or, as the case may be, Requisition
      Compensation to be transferred to the Debt Service Account out of the
      Proceeds Account;

              


      

       

      
        	
                 
      

              	
                A

              	
                =

              	
                the
      aggregate amount required to repay the next scheduled principal and
      interest instalment (provided that for the purposes of this Clause
      12.4,
      scheduled interest in respect of any Hedged Portion shall be deemed to be
      payable at the applicable Fixed
  Rate);

              


      

                            

      
        	 	N	=	the
      number of days in a Retention Period; and


      

       

      
        	
                 
      

              	
                n

              	
                =

              	
                the
      actual number of days elapsed from (and including) the immediately
      preceding Earnings Deposit Date in the Retention Period or the first day
      of the Retention Period (where there is no preceding Earnings Deposit Date
      in a Retention Period) up to (but excluding) the Earnings Deposit
      Date,

              


      

       

      PROVIDED
ALWAYS that on the last Earnings Deposit Date for a Retention Period if there
remains a shortfall under the formula set out in this Clause 12.4 on
the last day of a Retention Period, there shall be transferred to the Debt
Service Account out of the Proceeds Account an amount (taking into account the
existing balance of the Debt Service Account) equal to the amount required to
repay the principal and interest in full which is due on the next Repayment
Date.

       

      
        	
                12.5

              	
                Additional
      payments to the Debt Service
Accounts

              


      

       

      If,
for any reason, the amount standing to the credit of the Proceeds Account is
insufficient to make any transfer to the Debt Service Account required by Clause
12.4 (Transfers
to Debt Service Account),
the Owner shall immediately (and in any event within three Business Days of the
relevant Earnings Deposit Date) pay the shortfall directly into the Debt Service
Account.

       

      
        	
                12.6

              	
                Application
      of Debt Service Accounts

              


      

       

      
        	
                 
      

              	
                (a)

              	
                On
      each Repayment Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      the extent that the Owner is required to make a periodic payment to a Swap
      Bank under a Swap Agreement, the Owner shall procure that (and irrevocably
      authorises the Security Trustee to instruct the Account Bank to transfer
      from the Debt Service Account) an amount equal to the aggregate of any
      such periodic payments is transferred forthwith from the Debt Service
      Account to the relevant  Swap Bank in accordance with the DPP;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      the extent that a Swap Bank is required to make a periodic payment to the
      Owner under a Swap Agreement then the Owner shall request that the Swap
      Bank pays such periodic payment directly into the Debt Service Account
      when due.

              


      

       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall procure that there is transferred from the Debt Service
      Account (and irrevocably authorises the Security Trustee to instruct the
      Account Bank to transfer from the Debt Service Account) to the Facility
      Agent after any payment to a Swap Bank as described in paragraph (a)(i)
      above:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                on
      each Repayment Date, the amount of the Repayment Instalment then due in
      Dollars; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                on
      the last day of each Term, the amount of interest then due in
      Dollars,

              


      

       

      provided
that following the transfer to the Facility Agent in accordance with this
Clause 12.6(b),
the Owner shall be entitled to request the Security Trustee to authorise the
transfer of any remaining funds standing to the credit of the Debt Service
Account back to the Proceeds Account.

       

      
        	
                12.7

              	
                Owner’s
      obligations not affected

              


      

       

      If
for any reason the amount standing to the credit of the Debt Service Account
shall be insufficient to pay any Repayment Instalment or to make any payment of
interest when due, the Owner’s obligation to pay that Repayment Instalment or to
make that payment of interest shall not be affected.

       

      
        	
                12.8

              	
                Payments
      to the Debt Service Reserve Account prior
      to the Utilisation Date of the Delivery
  Loan

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall pay, or procure that there is paid to the Debt Service Reserve
      Account on or prior to the Drilling Charter Cut-off Date an amount equal
      to US$25,000,000.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                At
      any time, and from time to time, prior to the Final Completion Date, the
      Owner shall be entitled, with the prior approval of the Facility Agent
      (acting on the instructions of the Majority Lenders), to withdraw all or
      part of the moneys standing to the credit of the Debt Service Reserve
      Account in order to meet any costs and expenses the Owner may incur which
      have not been contemplated in the Approved
  Budget.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Any
      balance standing to the credit of the Debt Service Reserve Account on the
      Utilisation Date of the Delivery Loan, shall be utilised towards the
      funding of the Required DSRA
Balance.

              


      

       

      
        	
                12.9

              	
                Payments
      to the Debt Service Reserve Account on or after the Utilisation Date of
      the Delivery Loan

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall ensure, from the Utilisation Date of the Delivery Loan and at
      all times thereafter until the Final Maturity Date, that the amount
      standing to the credit of the Debt Service Reserve Account is equal to the
      Required DSRA Balance.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                On
      each Earnings Deposit Date, following the transfers referred to in Clauses
      12.3 and
      12.4 above,
      the Owner shall procure that there is transferred from the Proceeds
      Account (and irrevocably authorises the Security Trustee to instruct the
      Account Bank to transfer from the Proceeds Account) to the Debt Service
      Reserve Account an amount to ensure that the balance of the Debt Service
      Reserve Account at such time is an amount at least equal to the Required
      DSRA Balance.

              


      

       

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                The
      Security Trustee shall be entitled to withdraw sums of money standing to
      the credit of the Debt Service Reserve Account in accordance with the
      terms of the Accounts Charge
Agreement.

              


      

       

      
        	
                12.10

              	
                Transfers
      to the CAPEX Account

              


      

       

      On
each Earnings Deposit Date, following the transfers referred to above (to the
extent any such payments are required to be made under and in accordance with
the terms thereof), the Owner shall instruct the Account Bank to transfer from
the Proceeds Account (and irrevocably authorise the Security Trustee to instruct
the Account Bank to transfer from Proceeds Account) to the CAPEX Account an
amount equal to the amount allocated for CAPEX Expenses, if any, in the Annual
Budget for the period from that Earnings Deposit Date to the next scheduled
Earnings Deposit Date, and the Owner shall be entitled, in accordance with the
terms of the Annual Budget, with the prior consent of the Security Trustee, to
withdraw such amount from the CAPEX Account to pay (against reasonable and
proper invoices approved by the Facility Agent) any approved CAPEX
Expenses.

       

      
        	
                12.11

              	
                Investments

              


      

       

      The
Facility Agent may invest any and all moneys held in the Debt Service Reserve
Account in the name of, or under the control of, the Facility Agent in short
term cash deposits at the Deposit Bank and upon such terms as the Facility Agent
may think fit. If the rating of the Deposit Bank falls below P-1 from Moody’s or
A-1 from S&P, the Facility Agent must promptly remove the deposits placed
under this Clause 12.11 from
the Deposit Bank and invest the relevant deposits at any bank or institution
with a rating of not less than P-1 from Moody’s or A-1 from S&P, selected by
the Facility Agent and approved by the Owner and the Majority Lenders.
Notwithstanding any investment in accordance with this Clause 12.11,
all moneys paid into the Debt Service Reserve Account shall at all times be
charged to the benefit of the Secured Parties.

       

      
        	
                12.12

              	
                Restriction
      on withdrawal

              


      

       

      During
the term of the Facility, no sum may be withdrawn from any of the Accounts
(except in accordance with this Clause 12)
without the prior written consent of the Facility Agent (acting on the
instructions of the Majority Lenders).

       

      
        	
                12.13

              	
                Liability
      of Account Bank

              


      

       

      Each
Lender agrees to the terms of the appointment of the Account Bank and confirms
that the Account Bank has no liability to the Lenders in respect of amounts
withdrawn from any Account (in accordance with this Agreement and the Accounts
Charge Agreement).  Notwithstanding the provisions of
Clause 1.2(c) (Construction),
the Account Bank may enforce the terms of this Clause 12.13 as
if it were a party to this Agreement.

       

      
        	
                13.

              	
                PAYMENTS

              


      

       

      
        	
                13.1

              	
                Place

              


      

       

      Unless
a Finance Document specifies that payments under it are to be made in another
manner, all payments by a Party (other than the Facility Agent) under the
Finance Documents must be made to the Facility Agent to its account at such
office as it may notify to that Party for this purpose by not less than five
Business Days’ prior notice.

       

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

       

      
        	
                13.2

              	
                Funds

              


      

       

      Payments
under the Finance Documents to the Facility Agent must be made for value on the
due date at such times and in such funds as the Facility Agent may specify to
the Party concerned as being customary at the time for the settlement of
transactions in the relevant currency in the place for
payment.

       

      
        	
                13.3

              	
                Distribution

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      payment received by the Facility Agent under the Finance Documents for
      another Party must, except as provided below, be made available by the
      Facility Agent to that Party by payment (as soon as practicable after
      receipt) to its account with such office or, in the case of KEXIM, in New
      York as it may notify to the Facility Agent for this purpose by not less
      than five Business Days’ prior
notice.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent may apply any amount received by it from the Owner in or
      towards payment (as soon as practicable after receipt) of any amount due
      from the Owner under the Finance Documents or in or towards the purchase
      of any amount of any currency to be so
  applied.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Where
      a sum is paid to the Facility Agent under this Agreement for another
      Party, the Facility Agent is not obliged to pay that sum to that Party
      until it has established that it has actually received
      it.  However, the Facility Agent may assume that the sum has
      been paid to it, and, in reliance on that assumption, make available to
      that Party a corresponding amount.  If it transpires that the
      sum has not been received by the Facility Agent, that Party must forthwith
      on demand by the Facility Agent refund any corresponding amount made
      available to it together with interest on that amount from the date of
      payment to the date of receipt by the Facility Agent at a rate reasonably
      calculated by the Facility Agent to reflect its cost of
      funds.

              


      

       

      
        	
                13.4

              	
                Currency

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Unless
      a Finance Document specifies that payments under it are to be made in a
      different manner, the currency of each amount payable under the Finance
      Documents is determined under this
  Subclause.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Amounts
      payable in respect of Taxes, fees, costs and expenses are payable in the
      currency in which they are
incurred.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Each
      other amount payable under the Finance Documents is payable in
      Dollars.

              


      

       

      
        	
                13.5

              	
                No
      set-off or counterclaim

              


      

       

      All
payments made by the Owner under the Finance Documents must be calculated and
made without (and clear of any deduction for) set-off or
counterclaim.

       

      
        	
                13.6

              	
                Business
      Days

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a payment under the Finance Documents is due on a day which is not a
      Business Day, the due date for that payment will instead be the next
      Business Day in the same month (if there is one) or the preceding Business
      Day (if there is not).

              


      

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                During
      any extension of the due date for payment of any principal under this
      Agreement interest is payable on that principal at the rate payable on the
      original due date.

              


      

       

      
        	
                13.7

              	
                Payments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      always to the provisions of the DPP and except to the extent otherwise
      provided in any Finance Document, if any Administrative Party receives a
      payment insufficient to discharge all the amounts then due and payable by
      the Owner under the Finance Documents, then the Administrative Party must
      apply that payment towards the obligations of the Owner under the Finance
      Documents in the following
order:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                first,
      in or towards payment or satisfaction pro
      rata of
      all costs, charges, sales taxes, expenses and liabilities incurred and due
      and payments made by the Finance Parties, the Account Bank or any receiver
      in enforcing rights under the Finance Documents and/or recovering
      possession of the Security Assets and all remuneration payable to the
      Finance Parties for which the relevant Finance Party is entitled to be
      reimbursed under the Finance Documents or any receiver under or pursuant
      to the Security Documents (including, without limitation, legal expenses
      and reinstatement costs) provided that, in respect of any such payment or
      payments payable to the Swap Banks, the amount paid shall not exceed the
      Swap Limit;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                secondly,
      in or towards payment pro
      rata of
      any due and unpaid fees, costs and expenses of the Finance Parties or the
      Account Bank under the Finance Documents to the extent not recovered under
      subparagraph (i)
      above provided
      that, in respect of any such payment or payments payable to the Swap Banks
      the amount paid, when aggregated with any amounts recovered by the Swap
      Banks under subparagraph (i) above, shall not exceed the Swap
      Limit;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                thirdly,
      in or towards payment pro
      rata of
      any interest on overdue amounts payable to the Finance
      Parties  provided that, in respect of any such payment or
      payments payable to the Swap Banks the amount paid, when aggregated with
      any amounts recovered by the Swap Banks under subparagraphs (i) and (ii)
      above, shall not exceed the Swap
  Limit;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                fourthly,
      in or towards payment pro
      rata of
      any accrued but due and unpaid interest (other than interest on overdue
      amounts referred to in subclause (iii))
      payable to the Finance Parties  provided that, in respect of any
      such payment or payments payable to the Swap Banks the amount paid, when
      aggregated with any amount recovered by the Swap Banks under subparagraphs
      (i), (ii) and (iii) above, shall  not exceed the Swap
      Limit;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                fifthly,
      in or towards payment pro
      rata of:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      due but unpaid Break Costs of the Finance Parties;
    or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      due but unpaid principal payable to the Finance
      Parties,

              


      

       

      
        	 	
                in
      each case, under the Finance Documents provided that, in respect of any
      suchpayment or payments payable to the Swap Banks the amount paid, when
      aggregatedwith any amount recovered by the Swap Banks under subparagraphs
      (i), (ii), (iii) and (iv) above, shall not exceed the Swap
      Limit;

              


      

       

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (vi)

              	
                sixthly,
      in or towards payment pro
      rata to
      the Finance Parties of any other amounts which are due but unpaid by the
      Owner to any of the Finance Parties under the Finance Documents in such
      order as the Finance Parties shall determine provided that, in respect of
      any such payment or payments payable to the Swap Banks the amount paid,
      when aggregated with any amount recovered by the Swap Banks under
      subparagraphs (i), (ii), (iii), (iv) and (v) above, shall not exceed the
      Swap Limit;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                seventhly,
      any payments due but unpaid to the Swap Banks under a Swap Agreement to
      the extent not already recovered under paragraphs (i), (ii), (iii), (iv),
      (v) and (vi) above;
and

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                after
      all amounts payable or which may become payable to the Finance Parties
      under the Finance Documents have been paid in full, in or towards payment
      of the surplus, if any, to the Owner or other persons entitled thereto
      free of any charge or other
restriction.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent must, if so directed by all the Lenders, vary the order set
      at subparagraphs (a)(ii) to
      (a)(vi)
      above,
      provided always that to the extent that the provisions of this paragraph
      shall conflict with the DPP, the provisions of the DPP shall prevail. Any
      amendment or variation to any other provision of this Agreement other than
      the order of payments in paragraph (a)
      above shall
      require the prior written consent of the
    Owner.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                This
      Clause 13.7 will
      override any appropriation made by the
  Owner.

              


      

       

      
        	
                13.8

              	
                Timing
      of payments

              


      

       

      If
a Finance Document does not provide for when a particular payment is due,
including any indemnity payment, that payment will be due within three Business
Days of demand by the relevant Finance Party.

       

      
        	
                14.

              	
                REPRESENTATIONS AND
      WARRANTIES

              


      

       

      
        	
                14.1

              	
                Representations and
      warranties

              


      

       

      The
representations and warranties set out in this Clause 14 are
made, unless otherwise stated, by the Owner to the Finance
Parties.

       

      
        	
                14.2

              	
                Status
      and Ownership

              


      

       

      
        	
                 
      

              	
                (a)

              	
                It
      is a corporation, duly organised and validly existing under the laws of
      the Marshall Islands.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                It
      has the power to own its assets and carry on its business as it is being
      conducted.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                It
      is indirectly wholly owned by the Sponsor (acting through the Parent and
      the Parent Shareholder).

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Subject
      to the Security Documents, the Parent is the legal and beneficial owner of
      all of the share capital of the Owner, the Parent Shareholder is the legal
      and beneficial owner of all of the share capital of the Parent and the
      Sponsor is the legal and beneficial owner of all of the share capital of
      the Parent Shareholder.

              


      

       

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (e)

              	
                No
      person has any right to call for the issue or transfer of any share
      capital or loan stock in the Owner other than in accordance with the
      Security Documents.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                All
      of the shares in the capital of the Owner are fully paid
      up.

              


      

       

      
        	
                14.3

              	
                Powers
      and authority

              


      

       

      It
has the power to enter into and perform, and has taken all necessary action to
authorise the entry into and performance of, the Transaction Documents to which
it is or will be a party and the transactions contemplated by those Transaction
Documents.

       

      
        	
                14.4

              	
                Legal
      validity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to any general principles of law limiting its obligations, each
      Transaction Document to which it is a party is its legally binding, valid
      and enforceable obligation.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                This
      Agreement and each Transaction Document to which it is a party is in the
      proper form for its enforcement in the jurisdiction of its
      incorporation.

              


      

       

      
        	
                14.5

              	
                Non-conflict

              


      

       

      The
entry into and performance by it of, and the transactions contemplated by, the
Transaction Documents to which it is a party do not conflict in any material
respect with:

       

      
        	
                 
      

              	
                (a)

              	
                any
      law or regulation applicable to
it;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                its
      constitutional documents; or

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

      
        	
                14.6

              	
                No
      Default

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No
      Default is outstanding under, or will result from the entry into, or the
      performance by it of any transaction contemplated by, any Transaction
      Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                There
      is no outstanding material breach of any term of any Transaction Document
      to which it is a party and no person has disputed, repudiated or
      disclaimed liability under any Transaction Document to which it is a party
      or evidenced an intention to do
so.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No
      other event is outstanding which constitutes a default under any document
      which is binding on it or any of its assets to an extent or in a manner
      which is reasonably likely to have a Material Adverse
      Effect.

              


      

       

      
        	
                14.7

              	
                Authorisations

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Under
      Marshall Islands law and the laws of any other jurisdiction where the
      Owner carries on business, except for the registration of the Mortgage at
      the Maltese Ships Registry, all authorisations required by it in
      connection with the entry into, performance, validity and enforceability
      of, and the transactions contemplated by, the Finance Documents have been
      obtained or effected (as appropriate) and are in full force and effect or
      will be in full force and effect at the time such authorisations are
      required in such
jurisdiction.

              


      

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                It
      is not aware of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      reason why any Transaction Authorisation required by it will not be
      obtained or effected by the time it is
  required;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      steps to revoke or cancel any Transaction Authorisation required by it;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      reason why any Transaction Authorisation required by it will not be
      renewed when it expires without the imposition of any new restriction or
      condition.

              


      

       

      
        	
                14.8

              	
                Financial
      statements

              


      

       

      Its
audited financial statements (if any) most recently delivered to the Facility
Agent together with any other financial information supplied by it to the
Facility Agent:

       

      
        	
                 
      

              	
                (a)

              	
                have
      been prepared in accordance with IFRS or US GAAP, as the case may be,
      consistently applied; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                give
      a true and fair view of its financial condition as at the date to which
      they were drawn up,

              


      

       

      except,
in each case, as disclosed to the contrary in those financial
statements.

       

      
        	
                14.9

              	
                Financial
      and other information

              


      

       

      In
addition, and without prejudice to, the representations made under Clause
14.8 (Financial
statements),
any financial and other information disclosed is accurate and complete in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances in which they are made, not
misleading.

       

      
        	
                14.10

              	
                No
      material adverse change

              


      

       

      There
has been no material adverse change in the assets, business, condition
(financial or otherwise) or operations of the Owner since its incorporation or,
following the receipt by the Facility Agent of its audited annual financial
statements, since the date of its then latest audited annual financial
statements.

       

      
        	
                14.11

              	
                Litigation

              


      

       

      Except
as may already have been disclosed by the Owner in writing to the Facility
Agent, no litigation, arbitration or administrative proceedings of or before any
court, arbitral body or agency (including, but not limited to, investigative
proceedings) have been started and are current or (to the best of its knowledge
and belief) threatened in writing against the Owner which, in each case, in the
reasonable opinion of the Facility Agent acting on the instructions of the
Majority Lenders, would be likely to have a Material Adverse Effect in respect
of the Owner.

       

      
        	
                14.12

              	
                Pari
      passu ranking

              


      

       

      Its
payment obligations under the Finance Documents rank at least pari
passu with
all its other present and future unsecured payment obligations, except for
obligations mandatorily preferred by law applying to companies
generally.

       

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

       

      
        	
                14.13

              	
                Taxes
      on payments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                It
      is not required under the law of its jurisdiction of incorporation to make
      any Tax Deduction for or on account of Tax from any payment it may make
      under a Finance Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      claims are being, nor, as far as it is aware, might reasonably be expected
      to be, asserted against it with respect to
  Taxes.

              


      

       

      
        	
                14.14

              	
                Stamp
      and registration duties

              


      

       

      As
at the date of this Agreement, no stamp or registration duty or similar Tax or
charge is payable in its jurisdiction of incorporation in respect of any
Transaction Document.

       

      
        	
                14.15

              	
                Environment

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner and, to
      the best of the Owner’s
      knowledge and belief (having made due enquiry), its
      Environmental Affiliates are in compliance with all material provisions of
      all applicable Environmental Laws in relation to the Vessel and its
      operations;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner and, to
      the best of the Owner’s
      knowledge and belief (having made due enquiry), its
      Environmental Affiliates have obtained or will, by the Delivery Date, have
      obtained all requisite Environmental Approvals in relation to the Vessel
      and its operations are and will, on the Delivery Date and at all times
      thereafter be in compliance, with such Environmental
      Approvals;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Neither
      the Owner nor, to
      the best of the Owner’s
      knowledge and belief (having made due enquiry), any
      of its Environmental Affiliates has received notice of nor have issued (or
      threatened to issue) any Environmental Claim in excess of US$2,500,000 or
      which, when aggregated with any other Environmental Claim in relation to
      the Vessel or its operations in any 12-month period, exceeds US$10,000,000
      in relation to the Vessel which alleges that the Owner is not in
      compliance with applicable Environmental Laws in relation to the Vessel or
      Environmental Approvals in relation to the
      Vessel;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                There
      is no Environmental Claim in relation to the Vessel in excess of
      US$2,500,000 or which, when aggregated with any other Environmental Claim
      in relation to the Vessel and its operations, exceeds US$10,000,000
      pending or, to the best of its knowledge and belief, threatened in
      writing;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                There
      has been no Release of Hazardous Materials by or in respect of the Vessel
      which could lead to an Environmental Claim in relation to the Vessel or
      its operations in excess of US$2,500,000 or which, when aggregated with
      any other Environmental Claim in relation to the Vessel or its operations,
      exceeds US$10,000,000; and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      the best of the Owner’s knowledge and belief (having made due inquiry),
      the Charterer has obtained and is in compliance with all Environmental
      Approvals required of a Charterer in connection with use of the Vessel,
      and the Charterer is in compliance in all material respects with all
      Environmental Laws to the extent relating to the offshore lease blocks in
      which the Vessel will operate pursuant to a Drilling
      Charter.

              


      

       

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

       

      
        	
                14.16

              	
                Security
      Interests

              


      

       

      No
Security Interest exists over its assets which would cause a breach of Clause
16.6 (Security
Interests).

       

      
        	
                14.17

              	
                Security
      Assets

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to Permitted Liens and any rights of the Charterer under a Drilling
      Charter, the Owner is the sole legal and beneficial owner entitled to the
      Security Assets over which it has or will create any Security Interest
      pursuant to the Security Documents to which it is or will be a party and
      there is no agreement or arrangement, other than in the DPP, under which
      it is obliged to share any proceeds of or derived from such Security
      Assets with any third party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Security Document to which it is or will be a party creates or will create
      first priority security interests of the type
      described.

              


      

       

      
        	
                14.18

              	
                ISM
      Code compliance

              


      

       

      On
the Delivery Date the Owner and the Manager is in compliance in all material
respects with all of the mandatory requirements of the ISM Code in respect of
the Vessel.

       

      
        	
                14.19

              	
                ISPS
      Code compliance

              


      

       

      On
the Delivery Date the Owner and the Manager is in compliance in all material
respects with all of the mandatory requirements of the ISPS Code in respect of
the Vessel.

       

      
        	
                14.20

              	
                No
      amendments to Related
Contracts

              


      

       

      Other
than as notified to and agreed by the Facility Agent in writing, there have been
no amendments to any of the Related Contracts (other than any amendments of a
non-material or administrative nature or a replacement of the Manager in
accordance with the provisions of this Agreement).

       

      
        	
                14.21

              	
                Money
      laundering

              


      

       

      Any
borrowing by the Owner and the performance of its obligations hereunder and
under the other Finance Documents to which it is a party will be for its own
account and will not involve any breach by it of any law or regulatory measure
relating to money laundering as defined in Article 1 of the Directive
(91/308/EEC) of the Council of the European Communities or any equivalent law or
regulatory measure in any other jurisdiction.

       

      
        	
                14.22

              	
                Insolvency

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner is not unable or deemed unable, does not admit and has not admitted
      its inability to pay its debts and has not suspended making payments on
      any of its debts.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner by reason of actual or anticipated financial difficulties has not
      commenced, and does not intend to commence, negotiations with one or more
      of its creditors with a view to rescheduling any of its Financial
      Indebtedness.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      value of the assets of the Owner is not less than its liabilities (taking
      into account contingent and prospective
    liabilities).

              


      

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (d)

              	
                No
      moratorium has been declared in respect of any indebtedness of the Owner
      during the period of six months commencing on the date this representation
      is made or deemed to be repeated pursuant to Clause 14.30(a) (Times
      for making representations).

              


      

       

      
        	
                14.23

              	
                Immunity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      entry into by it of each Transaction Document to which it is a party
      constitutes, and the exercise by it of its rights and performance of its
      obligations under each such Transaction Document will constitute, private
      and commercial acts performed for private and commercial
      purposes.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                It
      will not be entitled to claim immunity from suit, execution, attachment or
      other legal process in any proceedings taken in its jurisdiction of
      incorporation in relation to any Transaction
    Document.

              


      

       

      
        	
                14.24

              	
                No
      adverse consequences

              


      

       

      
        	
                 
      

              	
                (a)

              	
                It
      is not necessary under the laws of its jurisdiction of
      incorporation:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      order to enable a Finance Party to enforce its rights under any Finance
      Document; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                by
      reason of the entry into of any Finance Document or the performance by it
      of its obligations under any Finance
  Document,

              


      

       

      
        	 	
                that
      any Finance Party should be licensed, qualified or otherwise entitled to
      carry onbusiness in its jurisdiction of
  incorporation.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Finance Party will be deemed to be resident, domiciled or carrying on
      business in its jurisdiction of incorporation by reason only of the entry
      into, performance and/or enforcement of any Finance
      Document.

              


      

       

      
        	
                14.25

              	
                Jurisdiction/governing
      law

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Its:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                irrevocable
      submission under this Agreement to the jurisdiction of the courts of
      England;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                agreement
      that this Agreement is governed by English law;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                agreement
      not to claim any immunity to which it or its assets may be
      entitled,

              


      

       

      are
legal, valid and binding under the laws of its jurisdiction of
incorporation.

       

      
        	
                 
      

              	
                (b)

              	
                Any
      judgment obtained in England will be recognised and be enforceable by the
      courts of its jurisdiction of incorporation, subject to any statutory or
      other conditions of such
jurisdiction.

              


      

       

      
        	
                14.26

              	
                Anti-bribery

              


      

       

      Neither
the Owner, nor anyone acting on its behalf, have been engaged or will engage in
bribery in this transaction.  Neither the Owner or anyone acting on
his behalf in connection with the transaction are currently under charge in a
national court or, within a five-year period preceding the date of this
Agreement, have been convicted in a national court or been subject to equivalent
national administrative measures for violation of laws against bribery of
foreign public officials of any country or are listed on the publicly available
debarment lists of the following international financial institutions: World
Bank Group, African Development Bank, Asian Development Bank, European Bank for
Reconstruction and Development and the Inter-American Development
Bank.

       

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

       

      
        	
                14.27

              	
                No
      other business

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as expressly contemplated by the Transaction Documents, it has not traded
      or carried on any business since the date of its
      incorporation.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                It
      does not have any
Subsidiaries.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                It
      is not a party to any agreement other than the Transaction
      Documents.

              


      

       

      
        	
                14.28

              	
                Shipbuilding
      Contract

              


      

       

      There
has been no amendment to or variations made or agreed with the Builder in
respect of the Shipbuilding Contract or the Other Shipbuilding Contract from the
date of the Shipbuilding Contract or, as the case may be, the Other Shipbuilding
Contract save for those already disclosed in writing to the Facility Agent prior
to the date hereof or approved in writing by the Facility Agent (acting on the
instructions of the Majority Lenders).

       

      
        	
                14.29

              	
                Activities
      in the Marshall Islands

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Neither
      the Owner, the Parent, the Parent Shareholder nor the Sponsor or any of
      their respective parents, subsidiaries or affiliates is a division,
      bureau, office, agency, department, committee or political subdivision of
      the jurisdiction of its incorporation or any other sovereign
      jurisdiction.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Neither
      the Owner, the Parent, the Parent Shareholder nor the Sponsor is engaged
      in:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      retailing, wholesaling, trading or importing of goods or services for or
      with residents of the jurisdiction of its
      incorporation;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      extractive industry in the jurisdiction of its
      incorporation;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      regulated professional service activity in the jurisdiction of its
      incorporation;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      export of any commodity or goods manufactured, processed, mined or made in
      the jurisdiction of its incorporation;
or

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      ownership of real property in its jurisdiction of
      incorporation.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Neither
      the Owner, the Parent, the Parent Shareholder nor the Sponsor is doing
      business in the jurisdiction of its incorporation, except that each of the
      Owner, the Parent, the Parent Shareholder or the Sponsor may have its
      registered office in the jurisdiction of its incorporation and maintain
      its agent there.

              


      

       

      
        	
                14.30

              	
                Times
      for making representations and
      warranties

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      representations and warranties set out in this Clause 14 are
      made by the Owner on the date of this Agreement and shall be deemed to be
      repeated on each Utilisation Date and each date during the Post-Completion
      Period.

              


      

       

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                When
      a representation and warranty is repeated, it is applied to the
      circumstances existing at the time of
  repetition.

              


      

       

      
        	
                14.31

              	
                Legal
      qualifications

              


      

       

      The
representations and warranties set out in Clauses 14.4 (Legal
validity),
14.5(a) (Non-conflict),
14.12 (Pari
passu ranking)
and 14.25 (Jurisdiction/governing
law)
are made by reference to any qualifications, reservations, limitations or
exceptions as to matters of law set out in the relevant legal opinions required
under this Agreement.

       

      
        	
                15.

              	
                INFORMATION
      COVENANTS

              


      

       

      
        	
                15.1

              	
                Financial
      statements

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must supply to the Facility Agent, in electronic form by email
      attachment or hard copy (and, if in hard copy, in sufficient copies for
      all of the Lenders), its audited financial statements for each of its
      financial years ending after the date of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall procure that the Sponsor shall supply to the Facility Agent
      its audited consolidated financial statements for each of its financial
      years ending after the date of this
  Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner must supply to the Facility Agent, in electronic form by email
      attachment or hard copy (and, if in hard copy, in sufficient copies for
      all of the Lenders), its interim unaudited financial statements for each
      quarter of each financial year ending after the date of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Owner shall procure that the Sponsor shall supply to the Facility Agent
      its interim unaudited financial statements for each quarter of each
      financial year ending after the date of this
    Agreement.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                All
      audited financial statements of the Owner and consolidated financial
      statements of the Sponsor must be supplied as soon as they are available
      and in any event within 150 days of the end of the relevant financial
      period and all unaudited financial statements for each quarter must be
      supplied as soon as they are available and in any event within 60 days of
      the end of each relevant financial
  period.

              


      

       

      
        	
                15.2

              	
                Form
      of financial statements

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must ensure that each set of financial statements supplied under
      Clause 15.1 of
      this Agreement fairly represents the relevant parties financial condition
      as at the date to which those financial statements were drawn
      up.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner must notify the Facility Agent of any change to the basis on which
      the audited financial statements are
  prepared.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      requested by the Facility Agent, the Owner must supply or procure that the
      following are supplied to the Facility
  Agent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      full description of any change notified under paragraph (b)
      above;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                sufficient
      information to enable the Facility Agent to make a proper comparison
      between the financial position shown by the set of financial statements
      prepared on the changed basis and its most recent audited financial
      statements delivered to the Facility Agent under this
      Agreement.

              


      

       

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (d)

              	
                If
      requested by the Facility Agent, the Owner must enter into discussions for
      a period of not more than 30 days with a view to agreeing to any
      amendments required to be made to this Agreement to place the Facility
      Agent in the same position as it would have been in if the change had not
      happened.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If
      no agreement is reached under paragraph (d)
      above on
      the required amendments to this Agreement, the Owner shall ensure that its
      auditors or, as the case may be, the Owner specifies those amendments; the
      certificate of the auditors will be, in the absence of manifest error,
      binding on all the
Parties.

              


      

       

      
        	
                15.3

              	
                Annual
      Budget and
      reports

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must supply to the Facility Agent, in electronic form by email
      attachment or hard copy (and, if in hard copy, in sufficient copies for
      all of the Lenders), a draft Annual Budget for each financial year within
      14 days of its approval by the board of directors of the Owner and at
      least one month prior to the start of the relevant financial year, such
      budget to be considered and, if agreed by the Majority Lenders, approved
      in writing by the Facility Agent (acting reasonably) within 21 days of
      receipt following which the draft Annual Budget shall become the Annual
      Budget for the purposes of this Agreement.  For this purpose if
      any Lender fails to respond to a request to agree any such draft within 21
      days it shall be deemed to have approved
  it.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In
      the event any draft Annual Budget is not approved by the Facility Agent,
      the Facility Agent and the Owner shall consult and agree a revised Annual
      Budget.  If a revised Annual Budget is not agreed within 30
      days, the Facility Agent (acting on the instructions of the Majority
      Lenders) and the Owner shall agree to appoint a suitable expert to resolve
      any disputes they may have in respect of the Annual Budget.  If
      the Facility Agent and Owner can not agree on an expert, the Facility
      Agent will apply to the London Maritime Arbitrators Association and the
      President of the London Marine Arbitrators Association shall appoint an
      expert on their behalf.  In each case, the written determination
      of such expert in respect of any dispute, addressed to the Facility Agent
      and the Owner, shall (except in the case of manifest error) be final and
      binding.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Until
      a revised Annual Budget has been agreed between the Owner and the Facility
      Agent in accordance with this Clause 15.3,
      the amount of any Earnings to be transferred from the Proceeds Account to
      the Operating Expenses Account or, as the case may be, the CAPEX Account
      shall continue on the basis of the current (or, as the case may be,
      immediately previous) Annual
  Budget.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Owner must promptly supply to the Technical Adviser, in electronic form by
      email attachment or hard copy, quarterly (or if the Facility Agent
      decides, in consultation with the Owner, that a monthly report is needed,
      monthly) technical reports (in the Pre-Completion Period) and quarterly
      operating reports (in the Post-Completion Period) in form and substance
      satisfactory to the Technical Adviser together with all such other
      information and documents which the Technical Adviser reasonably requires
      to perform its Workscope and its obligations under the Technical
      Proposal.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Owner must procure that the Builder will give the Technical Adviser access
      to perform periodic visits to the premises of the Builder and the
      Builder’s subcontractors in order to monitor the construction of the
      Vessel and the materials and components to be used in the construction of
      the Vessel and that the Builder, the Manager and the Classification
      Society will provide the Technical Adviser with all such other information
      and documents which the Technical Adviser reasonably requires to perform
      its Workscope and its obligations under the Technical
      Proposal.

              


      

       

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

       

      
        	
                15.4

              	
                Access
      to Books and Records

              


      

       

      Upon
the request of the Facility Agent, the Owner shall provide the Facility Agent
and any of its representatives and professional advisers with access to, and
permit inspection of, its books and records, in each case at reasonable times
and upon reasonable notice.

       

      
        	
                15.5

              	
                Information
      – miscellaneous

              


      

       

      The
Owner must supply to the Facility Agent, in electronic form by email attachments
or hard copy (and, if in hard copy, in sufficient copies for all of the
Lenders), subject
to any duty of confidentiality which it may have to third parties (whom it will
promptly approach in order to seek any necessary consents where
applicable):

       

      
        	
                 
      

              	
                (a)

              	
                copies
      of all documents despatched by it to its creditors (other than trade
      creditors) generally or any class of them at the same time as they are
      despatched;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                copies
      of all reports provided to the Owner by the Manager pursuant to the
      Management Agreement, in each case, within five (5) Business Days of
      receipt of such report by the Owner and if, in the opinion of the Facility
      Agent (acting reasonably), any additional technical report is necessary,
      the Owner will procure such
report;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                as
      soon as reasonably practicable on becoming aware of them, details of any
      litigation, arbitration or administrative proceedings which are current,
      pending or, to the best of its knowledge and belief, threatened against it
      and which, in each case, would have a Material Adverse Effect (in the
      opinion of the Facility Agent acting on the instructions of the Majority
      Lenders);

              


      

       

      
        	
                 
      

              	
                (d)

              	
                as
      soon as reasonably practicable on request, such further information, in
      electronic form by email attachments or hard copy (and, if in hard copy,
      in sufficient copies for all of the Lenders), regarding the financial
      condition and operations of the Owner or regarding any matter relevant to,
      or to any provision of, a Finance Document as the Facility Agent may
      reasonably request;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                as
      soon as reasonably practicable on becoming aware of them, details of any
      event or circumstance which is a Force Majeure
    Event;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                promptly
      on becoming aware of them, details of any event which has a Material
      Adverse Effect;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                as
      soon as they are available, copies of any notice of default, termination,
      material dispute or claim (including notices provided by the Charterer
      under the terms of a Drilling Charter) made against it under the
      Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under
      the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel
      together with details of any action it proposes to take in relation to the
      same and notice of any charterhire reduction or proposed charterhire
      reduction under the terms of a Drilling
  Charter;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                as
      soon as they are available, copies of any notice of default, termination
      or material claim made against it under the Management Agreement together
      with details of any action it proposes to take in relation to the same
      and, upon becoming aware of the same, notification of any strikes or
      industrial action taken or proposed to be taken by the Manager or its
      employees, subcontractors or personnel from time to time which has or may
      reasonably be expected to have a Material Adverse
      Effect;

              


      

       

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (i)

              	
                promptly
      on becoming aware of them, details of any damage to or destruction of the
      Vessel or any breakdown of any part of the Vessel, where the cost of
      repair or reinstatement is likely to exceed US$10,000,000 or where the
      cumulative cost of repair or reinstatement of damage to or destruction of
      the Vessel during the previous six months is likely to exceed
      US$10,000,000;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                promptly
      on becoming aware of them, details of any proposal for an amendment or
      waiver of a Related Contract other than amendments or waivers of an
      administrative or non-material nature;
  and

              


      

       

      
        	
                 
      

              	
                (k)

              	
                upon
      request by the Facility Agent, copies of all Transaction Authorisations
      (if any) obtained by it.

              


      

       

      
        	
                15.6

              	
                Pre-Completion
      period

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must promptly supply to the Facility Agent, in electronic form by
      email attachments or hard copy (and, if in hard copy, in sufficient copies
      for all of the Lenders) any reports received in relation to the
      construction of the Vessel provided by the Builder pursuant to Article IV
      paragraph 7 of the Shipbuilding
Contract.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner must promptly, upon the earlier of (i) becoming aware of the same
      and (ii) the time when a prudent owner ought reasonably to have become
      aware of the same, notify the Facility Agent
  of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      breach (or attempted breach) of safety or security at the premises of the
      Builder which has a Material Adverse
  Effect;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      material claim it may have under any indemnity or provision for any
      Liquidated Damages Payments under the Shipbuilding
      Contract;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      reduction in hire payable under a Drilling Charter on account of a delay
      in delivery of the Vessel to the Charterer;
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      change or further change to the Scheduled Delivery
      Date.

              


      

       

      
        	
                15.7

              	
                Notification
      of Default

              


      

       

      Unless
the Facility Agent has already been so notified, the Owner must notify the
Facility Agent of any Default, Potential Mandatory Prepayment Event or Mandatory
Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon
becoming aware of its occurrence.

       

      
        	
                15.8

              	
                Year
      end

              


      

       

      The
Owner must not change its accounting period or auditors except with the consent
of the Facility Agent (acting in accordance with the instructions of the
Majority Lenders) which shall not be unreasonably withheld or
delayed.

       

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

       

      
        	
                15.9

              	
                Information
      provided to be accurate

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      financial and other information provided by the Owner under or in
      connection with any Finance Document at the time when given will be true
      and not misleading in any material respect and will not omit any material
      fact.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      financial and other information provided by third parties on behalf of the
      Owner under or in connection with any Finance Document at the time when
      given will, to the best of the Owner’s knowledge and belief, be true and
      not misleading in any material respect and will not omit any material
      fact.

              


      

       

      
        	
                15.10

              	
                Charter
      Termination Events

              


      

       

      At
all times during the Post-Completion Period, the Owner shall (and shall procure
that the Sponsor shall) promptly advise the Facility Agent of any Charter
Termination Event of which it or they become aware.

       

      
        	
                15.11

              	
                Calculation
      Certificate

              


      

       

      
        	
                 
      

              	
                (a)

              	
                At
      least 15 Business Days prior to each Repayment Date, the Owner shall
      deliver a duly completed Calculation Certificate to the Facility Agent
      signed by two of its authorised signatories on its
      behalf:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                setting
      out the Debt Service Cover Ratio for the most recent Calculation Period;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                certifying
      no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment
      Event is outstanding or, if a Default, Mandatory Prepayment Event or
      Potential Mandatory Prepayment Event is outstanding, specifying the
      Default, Mandatory Prepayment Event or Potential Mandatory Prepayment
      Event outstanding and the steps, if any, being taken to remedy
      it.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Within
      seven Business Days of receiving a Calculation Certificate, the Facility
      Agent must notify the Owner whether it agrees with the Debt Service Cover
      Ratio calculation set out in that Calculation Certificate, otherwise the
      Facility Agent will be deemed to have accepted such Debt Service Cover
      Ratio calculation.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Facility Agent does not agree with the Debt Service Cover Ratio
      calculation set out in a Calculation Certificate, the Facility Agent and
      the Owner shall consult, in good faith, to agree the Debt Service Cover
      Ratio calculation as soon as possible.  If the Debt Service
      Cover Ratio is not agreed within ten Business Days of notification by the
      Facility Agent under paragraph (b)
      above,
      the matter will be referred to the Owner’s auditor whose written
      determination, addressed to the Facility Agent and the Owner, shall
      (except in the case of manifest error) be final and
      binding.

              


      

       

      
        	
                15.12

              	
                Know
      your customer requirements

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must promptly on the request of any Finance Party supply to that
      Finance Party any documentation or other evidence which is reasonably
      requested by that Finance Party (whether for itself, on behalf of any
      Finance Party or any prospective new Lender) to enable a Finance Party or
      prospective new Lender to carry out and be satisfied with the results of
      all applicable know your customer
  requirements.

              


      

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Lender must promptly on the request of the Facility Agent supply to the
      Facility Agent any documentation or other evidence which is reasonably
      required by the Facility Agent to carry out and be satisfied with the
      results of all know your customer
  requirements.

              


      

       

      
        	
                16.

              	
                GENERAL
      COVENANTS

              


      

       

      
        	
                16.1

              	
                General

              


      

       

      The
Owner agrees to be bound by the covenants set out in this Clause 16.

       

      
        	
                16.2

              	
                Authorisations

              


      

       

      The
Owner must promptly:

       

      
        	
                 
      

              	
                (a)

              	
                obtain,
      maintain and comply with the terms;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                supply
      certified copies to the Facility
Agent,

              


      

       

      of
any authorisation required under any Applicable Law to enable it to perform its
obligations under, or for the validity, enforceability or admissibility in
evidence of, any Finance Document.

       

      
        	
                16.3

              	
                Compliance
      with laws

              


      

       

      The
Owner must comply, and the Owner must procure that the Manager complies, in all
material respects with all Applicable Laws to which it is
subject.

       

      
        	
                16.4

              	
                Pari
      passu ranking

              


      

       

      The
Owner must ensure that its payment obligations under the Finance Documents rank
at least pari passu with
all its other present and future unsecured payment obligations, except for
obligations mandatorily preferred by law applying to companies
generally.

       

      
        	
                16.5

              	
                Disposals

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must not (other than insofar as the same may be created or effected
      under the Finance Documents), either in a single transaction or in a
      series of transactions and whether related or
  not:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                sell,
      transfer or otherwise dispose of all or a substantial part of its
      assets;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                sell,
      transfer or otherwise dispose of any of its receivables on recourse
      terms;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                enter
      into any arrangement under which money or the benefit of a bank or other
      account may be applied, set-off or made subject to a combination of
      accounts; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                enter
      into any other preferential arrangement having a similar
      effect,

              


      

       

      in
circumstances where the transaction might have a Material Adverse
Effect.

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a) does
      not apply to any
disposal:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                made
      in the ordinary course of trading on arm’s length
      terms;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                of
      obsolete assets; or

              


      

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (iii)

              	
                of
      assets (other than the Vessel) in exchange for other assets comparable or
      superior as to type, value and
quality.

              


      

       

      
        	
                16.6

              	
                Security
      Interests

              


      

       

      The
Owner must not create or permit to subsist any Security Interest over any of its
assets other than Permitted Liens.

       

      
        	
                16.7

              	
                No
      other business assets or Financial
  Indebtedness

              


      

       

      The
Owner must not:

       

      
        	
                 
      

              	
                (a)

              	
                engage
      in any business other than the direct ownership, operation and chartering
      of the Vessel or any business incidental
  thereto;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                cease
      to carry on its business;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                own
      or acquire any asset other than the Vessel or any asset incidental to the
      ownership, operation and chartering of the Vessel;
    or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                incur
      any Financial Indebtedness other
than:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Financial
      Indebtedness incurred or permitted under the Finance
      Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      Financial Indebtedness by way of borrowing from the Sponsor for the
      purpose only of posting any cash collateral which the Owner may from time
      to time be required to post under any of the Swap Agreements provided that
      any such Financial Indebtedness is fully subordinated to the rights and
      interests of the Finance Parties under the Finance Documents;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      Financial Indebtedness otherwise approved by the Facility Agent (acting on
      the instructions of the Majority
  Lenders).

              


      

       

      
        	
                16.8

              	
                Distributions

              


      

       

      The
Owner shall not make any Distributions.

       

      
        	
                16.9

              	
                Place
      of business

              


      

       

      The
Owner must maintain its registered office in the Marshall Islands and keep its
corporate documents at either its registered office or at the offices of its
officers and will not voluntarily establish, or do anything as a result of which
it would be deemed to have voluntarily established, a place of business in any
country other than the Marshall Islands.

       

      
        	
                16.10

              	
                Mergers,
      guarantees and loans

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall not enter into any amalgamation, demerger, merger or
      reconstruction that might have a Material Adverse
      Effect.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Save
      in the ordinary course of business, the Owner must not incur or allow to
      be outstanding any guarantee (including an indemnity or other assurance
      against loss) (a Relevant
      Guarantee)
      by it in respect of any person and any Relevant Guarantee which would
      otherwise be permitted under this paragraph (b) will
      not be permitted if the Owner’s obligations under the Relevant Guarantee
      are secured by any of the Security Assets (save to the extent such
      security constitutes a Permitted
  Lien).

              


      

       

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner must not be the creditor in respect of Financial Indebtedness other
      than:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                advances
      to crew;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      connection with any spares or pooling arrangements (approved by the
      Facility Agent (acting on the instructions of the Majority Lenders acting
      reasonably)) or sale of equipment relating to the Vessel entered into by
      the Owner in the ordinary course of its
  business;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                deposits
      placed with banks or the providers of goods and services entered into by
      the Owner in the ordinary course of its business;
  or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                pursuant
      to its obligations to a Swap Bank under a Swap
      Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Owner must not create any
Subsidiary.

              


      

       

      
        	
                16.11

              	
                Security

              


      

       

      The
Owner:

       

      
        	
                 
      

              	
                (a)

              	
                without
      prejudice to Clause 16.12(a),
      shall procure that the Mortgage and any other security conferred by it
      under any Security Document is registered as a first priority interest
      with the relevant authorities within the period prescribed by Applicable
      Law and is maintained and perfected with the relevant
      authorities;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                shall
      at its own cost do all that it can to ensure that any Finance Document
      validly creates the obligations and Security Interests which it purports
      to create; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                without
      limiting the generality of paragraph (a)
      above,
      shall at its own cost promptly register, file, record or enrol any Finance
      Document with any relevant court or authority, pay any stamp, registration
      or similar tax payable in respect of any Finance Document, give any notice
      or take any other step which, in the reasonable opinion of the Facility
      Agent, is or has become necessary for any Finance Document to be valid,
      enforceable or admissible in evidence or to ensure or protect the priority
      of any Security Interest which it
  creates.

              


      

       

      
        	
                16.12

              	
                Registration
      of the Vessel

              


      

       

      The
Owner shall, and shall procure that the Manager shall:

       

      
        	
                 
      

              	
                (a)

              	
                procure
      and maintain,
      with effect from the Delivery Date, the valid and effective provisional
      registration of the vessel and, within six (6) months, of the Delivery
      Date, the valid and effective permanent registration of the Vessel under
      the flag of Malta or such other flag as is satisfactory to the Facility
      Agent (acting on the instructions of the Majority Lenders (acting in good
      faith but otherwise in their absolute discretion)), and shall ensure
      nothing is done or omitted by the Owner and shall use reasonable
      endeavours to ensure that nothing is done or omitted to be done by any
      third party by which the registration of the Vessel would or might be
      defeated or imperilled;

              


      

       

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                not
      change the name or port of registration of the Vessel without the prior
      written consent of the Facility Agent (acting on the instructions of the
      Majority Lenders) (such consent not to be unreasonably withheld or
      delayed); and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                ensure
      that the Vessel complies in all respects with Applicable Laws from time to
      time applicable to vessels registered under the laws and flag of Malta or
      such other flag (an Alternative
      Flag)
      under which the Vessel may be registered from time to time in accordance
      with this Agreement, provided that if at any time an Alternative Flag is
      not a signatory to all International Maritime Organization Assembly
      resolutions and regulations to which Malta is a signatory, then the Owner
      shall ensure, and shall procure that the Manager ensures, that the
      Alternative Flag issues a certificate of equivalency of the Vessel in
      respect of each such International Maritime Organization Assembly
      resolution and
regulation.

              


      

       

      
        	
                16.13

              	
                Classification,
      maintenance and repair

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date:

       

      
        	
                 
      

              	
                (a)

              	
                maintain
      and preserve the Vessel in good working order and repair (ordinary wear
      and tear excepted), seaworthy, in efficient operating condition and, in
      any event, to a standard at least equivalent to vessels managed and/or
      operated by the Manager and the Sponsor’s group and the recommendations of
      the Builder;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                ensure
      that the Vessel is surveyed from time to time as required by the
      Classification Society in which the Vessel is entered at that
      time;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                maintain
      the highest classification of the Vessel with the Classification Society
      or, if such classification is not available, with the highest equivalent
      classification in another internationally recognised classification
      society of like standing acceptable to the Facility Agent (acting on the
      instructions of the Majority Lenders), free of all overdue requirements
      and overdue recommendations of that classification society or
      register;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                maintain
      and keep up to date the Technical Records in English and in compliance
      with all Applicable Laws relating to the Vessel and the requirements of
      the Classification Society;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                maintain
      and keep the Software Records up to
date;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                comply
      in all material respects with all Software Licences and use its best
      endeavours to procure that all Software Licenses are capable of
      assignment;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                procure
      that all repairs to or replacement of any damaged, worn or lost parts or
      equipment shall be effected in such manner (both as regards workmanship
      and quality of materials) as not to materially diminish the value of the
      Vessel or cause damage to the
  Environment;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                not
      remove any material part of the Vessel, any part or any other material
      item of equipment installed on the Vessel unless the part or item so
      removed is forthwith replaced by a suitable part or item which is in the
      same condition as or better condition than the part or item removed, is
      free from any Security Interest or any right in favour of any person other
      than the Finance Parties, and becomes on installation on the Vessel the
      property of the Owner and subject to the security constituted by the
      relevant Security Document(s) provided that, for the avoidance of doubt,
      the Owner may install and remove equipment owned by a third party if the
      equipment can be removed without any risk of damage to the Vessel or the
      Environment and does not affect the class, flag or custody transfer
      certification; and

              


      

       

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (i)

              	
                without
      prejudice to paragraph (h) not
      without prior written consent of the Facility Agent not to be unreasonably
      withheld (acting on the instructions of the Majority Lenders), cause or
      permit to be made any substantial change in the structure, machinery,
      equipment, control systems, type or performance characteristics of the
      Vessel other than modifications required by the Classification Society or
      Applicable Law.

              


      

       

      
        	
                16.14

              	
                Lawful
      and safe operation

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date:

       

      
        	
                 
      

              	
                (a)

              	
                operate
      the Vessel and cause the Vessel to be operated in a manner consistent in
      all material respects with any Applicable
  Law;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                not
      cause or permit the Vessel to trade with, or within the territorial waters
      of, any country in which her safety may be imperilled by exposure to
      terrorism;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                not
      cause or permit the Vessel to be employed in any manner which will or may
      give rise to any reasonable degree of likelihood that the Vessel would be
      liable to arrest, requisition, confiscation, forfeiture, seizure,
      destruction or condemnation as
prize;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                not
      cause or permit the Vessel to be employed in any trade or business which
      is forbidden by Applicable Law or is illicit or in carrying goods which
      are illicit or prohibited under any Applicable
  Law;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                in
      the event of hostilities in any part of the world (whether war be declared
      or not) not cause or permit the Vessel to be carrying any contraband goods
      and/or trading in any zone after it has been declared a war zone by any
      authority or by any of the Vessel’s war risks Insurers unless the Vessel’s
      Insurers shall have confirmed to the Owner that the Vessel is held covered
      under the Obligatory Insurances or under a government scheme that gives
      comparable protection for the voyage(s) in question;
      and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                not
      charter the Vessel with any foreign country or national of any foreign
      country which is the subject of sanctions imposed by the United Nations or
      is specified by legislation or regulations of the flag state under which
      the Vessel is registered and such that, if the earnings or any part of the
      earnings were derived from such charter, that fact would render any
      Finance Document or the security conferred by the Security Documents
      unlawful.

              


      

       

      
        	
                16.15

              	
                Repair
      of the Vessel

              


      

       

      Save
in circumstances where the Insurers have agreed to cover the cost of the work or
where the Owner has demonstrated to the satisfaction of the Facility Agent that
adequate reserves or security are at the relevant time maintained or provided
for, the Owner shall not, and shall procure that the Manager shall not, at any
time after the Delivery Date put the Vessel into the possession of any person
for the purpose of work being done upon her beyond the amount of US$15,000,000
or equivalent), other than for classification or scheduled dry docking, unless
such person shall have given an undertaking to the Facility Agent not to
exercise any lien on the Vessel or Obligatory Insurances for the cost of that
work or otherwise.

       

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

       

      
        	
                16.16

              	
                Arrests
      and Liabilities

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date:

       

      
        	
                 
      

              	
                (a)

              	
                pay
      and discharge all obligations and liabilities whatsoever which have given
      or may give rise to liens (other than Permitted Liens) on or claims
      enforceable against the Vessel and take all reasonable steps to prevent a
      threatened arrest of the
Vessel;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                notify
      the Facility Agent promptly in writing of the levy or other distress on
      the Vessel or its arrest, detention, seizure, condemnation as prize,
      compulsory acquisition or requisition for title or use and (save in the
      case of compulsory acquisition or requisition for title or use or any
      other event that would, with the passage of time, constitute a Total Loss
      of the Vessel) obtain the release of the Vessel within twenty-one (21)
      days;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                pay
      and discharge when due all dues, taxes, assessments, governmental charges,
      fines and penalties lawfully imposed on or in respect of the Vessel or the
      Owner except those which are being disputed in good faith by appropriate
      proceedings (and for the payment of which adequate reserves or security
      are at the relevant time maintained or provided or for which indemnity or
      liability insurance cover for at least the full amount in dispute has been
      obtained by the Owner from underwriters or insurance companies approved by
      the Facility Agent (acting on the instructions of the Majority Lenders
      acting reasonably)) and provided that the continued existence of such
      dues, taxes, assessments, governmental charges, fines or penalties does
      not give rise to any reasonable degree of likelihood that the Vessel would
      be liable to arrest, requisition, confiscation, forfeiture, seizure,
      destruction or condemnation as prize;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                pay
      and discharge all other obligations and liabilities whatsoever in respect
      of the Vessel and the Obligatory Insurances except those which are being
      disputed in good faith by appropriate proceedings (and for the payment of
      which adequate reserves or security are at the relevant time maintained or
      provided or for which indemnity or liability insurance cover for at least
      the full amount in dispute has been obtained by the Owner from
      underwriters or insurance companies approved by the Facility Agent (acting
      on the instructions of the Majority Lenders (acting reasonably)) and
      provided that the continued existence of those obligations and liabilities
      in respect of the Vessel and the Obligatory Insurances does not give rise
      to any reasonable degree of likelihood that the Vessel would be liable to
      arrest, requisition, confiscation, forfeiture, seizure, destruction or
      condemnation as prize and provided always that the Vessel remains properly
      managed and insured at all times in accordance with the terms of this
      Agreement.

              


      

       

      
        	
                16.17

              	
                Related
      Contracts

              


      

       

      The
Owner shall:

       

      
        	
                 
      

              	
                (a)

              	
                exercise
      its rights and comply with its material obligations under each Finance
      Document and Related Contract to which it is a
    party;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                not
      without the consent of the Facility Agent (acting on the instructions of
      the Majority Lenders acting
reasonably):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                make
      or enter into (and shall procure that the Sponsor and the Manager shall
      not make or enter into) any amendments, changes or variations to, or
      assign, transfer, terminate, suspend or abandon any of the Related
      Contracts (and to the extent necessary it will withhold its consent to any
      such amendment, assignment, transfer, termination, suspension or
      abandonment) other than an amendment, change or variation of a
      non-material or administrative nature (and, for the avoidance of doubt,
      any amendments, changes or variations to the Shipbuilding Contract which
      would or may delay the Delivery Date by 3 months or more would in all
      cases be deemed a “material” amendment, change or
      variation);

              


      

       

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                take
      any action, enter into any document or agreement or omit to take any
      action or to enter into any document or agreement which a reasonable
      shipowner in the position of the Owner could reasonably be expected to
      know should be taken or entered into which, in any such case, would cause
      any Related Contract to be terminated or to cease to remain in full force
      and effect and shall use all reasonable endeavours to procure that each
      other party to any Related Contract does not take any action, enter into
      any document or agreement or omit to take any action or to enter into any
      document or agreement which would, or could reasonably be expected to,
      cause any Related Contract to cease to remain in full force and
      effect;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                release
      the Builder or the Charterer from any of its material obligations under
      the Shipbuilding Contract or the Drilling Charter, as the case may be;
      or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                permit
      (and will procure that no Other Owner shall permit) any amendments,
      changes or variations to, or assignments, transfers, termination,
      suspension or abandonment of any of the Other Shipbuilding Contract (and
      to the extent necessary it will procure the Other Owner will withhold its
      or their consent to any such amendment, change, variation, assignment,
      transfer, termination, suspension or abandonment) other than an amendment
      of a non-material or administrative nature;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                not
      exercise its rights under Article I paragraph 5 of the Shipbuilding
      Contract to approve any relevant subcontractor under the Shipbuilding
      Contract without the Facility Agent’s (acting on the instructions of the
      Majority Lenders) prior written
consent.

              


      

       

      
        	
                16.18

              	
                Environment

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date:

       

      
        	
                 
      

              	
                (a)

              	
                comply
      in all material respects with all applicable Environmental Laws and
      Environmental Approvals including, without limitation, requirements
      relating to the establishment of financial responsibility (and shall
      require that all Environmental Affiliates of the Owner comply in all
      material respects with all applicable Environmental Laws and obtain and
      comply with all required Environmental Approvals, insofar as such
      Environmental Laws and Environmental Approvals relate to the Vessel or her
      operation or her carriage of
cargo);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                comply
      in all material respects with its obligations under and in accordance with
      health and safety requirements of a Drilling Charter;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                promptly
      upon becoming aware notify the Facility Agent
  of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      Environmental Claim in excess of US$2,500,000 which is current or, to its
      knowledge, pending or threatened against it or any Environmental Affiliate
      relating to the Vessel or her operation or her carriage of cargo;
      or

              


      

       

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                any
      fact or circumstances reasonably likely to give rise to an Environmental
      Claim in excess of US$2,500,000 against it or any Environmental Affiliate
      relating to the Vessel or her operation or her carriage of cargo;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      suspension, revocation or modification of any Environmental Approval
      obtained by the Owner, the Manager or the Charterer relating to the Vessel
      or her operation or her carriage of cargo;
  or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      Release of Hazardous Materials by or in respect of the Vessel or caused by
      the Vessel or its operations which could lead to an Environmental Claim in
      excess of US$250,000,

              


      

       

      and
in each case such notification shall take the form of a certificate of an
officer of the Owner or of the Owner’s agents specifying in reasonable detail
the nature of the event or circumstances.

       

      
        	
                16.19

              	
                Information
      regarding the Vessel

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall upon becoming aware of the same, and shall procure that the
      Manager shall upon the earlier of (i) becoming aware of the same and (ii)
      the time when a prudent manager ought reasonably to have become aware of
      the same, at all times after the Delivery
  Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                promptly
      notify the Facility Agent of the occurrence of any accident, casualty or
      other event which has caused or resulted in or may cause or result in the
      Vessel being or becoming a Total
Loss;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                promptly
      notify the Facility Agent of any requirement or recommendation made by any
      Insurer or the Classification Society or by any competent authority which
      is not complied with in a timely manner, disregarding any matter which
      cannot reasonably be considered to be
  material;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                promptly
      notify the Facility Agent of any intended dry-docking of the Vessel
      (whether routine or
otherwise);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                promptly
      notify the Facility Agent of any claim for a material breach of the ISM
      Code being made in connection with the Vessel or its
      operation;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                promptly
      notify the Facility Agent of any claim for a material breach of the ISPS
      Code being made in connection with the Vessel or its
      operation;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                give
      to the Facility Agent from time to time on request such information, in
      electronic form by email attachments or hard copy, as the Facility Agent
      may reasonably require regarding the Vessel, its employment, position and
      engagements or regarding the Obligatory
  Insurances;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                provide
      the Facility Agent with copies of the classification certificate of the
      Vessel and of all periodic damage or survey reports on the Vessel which
      the Facility Agent may reasonably
  request;

              


      

       

      
        	 	
                (viii)

              	
                promptly
      notify the Facility Agent when a condition of class is applied by the
      Classification Society;

              


      

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ix)

              	
                promptly
      notify the Facility Agent if the Vessel is detained by any port,
      governmental or quasi-governmental
  authority;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                promptly
      notify the Facility Agent if the flag state or the Classification Society
      refuse to issue or withdraw any trading
    certification;

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                promptly
      notify the Facility Agent of any fire on board the Vessel which requires
      the use of fixed fire
systems;

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                promptly
      notify the Facility Agent of any collision or grounding of the
      Vessel;

              


      

       

      
        	 	
                (xiii)

              	
                promptly
      notify the Facility Agent if the Vessel is taken under tow other than in
      respect of the routine operation of the
  Vessel;

              


      

       

      
        	 	
                (xiv)

              	
                promptly
      notify the Facility Agent of any death or serious injury to any person
      which occurs on board the
Vessel;

              


      

       

      
        	
                 
      

              	
                (xv)

              	
                subject
      to any applicable restriction under a Drilling Charter give to the
      Facility Agent and its duly authorised representatives (at their own risk
      and expense) reasonable access to the Vessel but without interruption to
      her use or operation for the purpose of conducting on board inspections
      and/or surveys of the Vessel and the Technical
    Records;

              


      

       

      
        	 	
                (xvi)

              	
                if
      the Facility Agent reasonably believes an Event of Default may have
      occurred and is continuing, procure that the Facility Agent and its duly
      authorised representatives shall upon request be granted the right to
      inspect the records kept in respect of the Vessel by the Classification
      Society; and

              


      

       

      
        	 	
                (xvii)

              	
                if
      the Facility Agent reasonably believes an Event of Default may have
      occurred and is continuing, furnish to the Facility Agent from time to
      time upon reasonable request certified copies of the ship’s log in respect
      of the Vessel.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall, upon becoming aware of the same, during the Pre-Delivery
      Period, notify the Facility Agent of any accident, casualty or other event
      which has caused or resulted in or may cause or result in the Vessel as it
      is then constructed becoming a Total Loss or being reasonably considered
      as beyond economic repair.

              


      

       

      
        	
                16.20

              	
                Management

              


      

       

      The
Owner shall procure at all times after the Delivery Date that the
Vessel is managed by the Manager (except with the prior written consent of the
Facility Agent (acting on the instructions of the Majority Lenders acting
reasonably)).

       

      
        	
                16.21

              	
                Proceeds
      from sale or Total Loss of the
Vessel

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall procure that the proceeds from a sale or Total Loss of the
      Vessel (and during the Pre-Delivery Period, any proceeds from the Vessel
      under construction or buyer’s supplies being deemed a total loss or being
      reasonably considered beyond economic repair) shall promptly upon receipt
      by the Owner be paid to the Security Trustee for application in accordance
      with clause 10
      of the DPP.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      so long as the Owner holds any such proceeds as referred to in
      paragraph (a),
      it shall do so on trust for the Security
      Trustee.

              


      

       

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner will not sell or agree to sell the Vessel and will procure that the
      Sister Owner will not sell or agree to sell the Sister Vessel unless the
      Owner can demonstrate to the Facility Agent to its satisfaction
      that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Owner will upon such sale have sufficient funds to repay the Loans in full
      and all other amounts outstanding hereunder in the case of the sale of the
      Vessel or under Clause 6.3 (Mandatory
      prepayment amount – Sister Vessel)
      in the case of a sale of the Sister Vessel;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of the Sister Vessel, the Owner will upon such sale be in
      compliance with the Leverage
Ratio.

              


      

       

      
        	
                16.22

              	
                Charters

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall not let the Vessel on demise, time, consecutive voyage or
      voyage charter for any period or to any person other than to a Charterer
      under a time charter party (a Drilling
      Charter)
      in terms satisfactory to the Facility Agent (acting on the instructions of
      the Majority Lenders) with an Approved Charterer and with an Approved
      Rate.

              


      

       

      For
the purposes of this paragraph (a):

       

      Approved
Charterer means
any counterparty approved by the Facility Agent (acting on the instructions of
all of the Lenders) and which, unless otherwise agreed by the Facility Agent
(acting on the instructions of all of the Lenders), is not on negative watch and
has (or who provides a Charterer Parent Guarantee by its Holding Company which
is not on negative watch and which has) a rating of BBB or higher from Moody’s
or a rating of Baa3 or higher from S&P;

       

      Approved
Rate means
a time charter party in respect of which:

       

      
        	
                 
      

              	
                (i)

              	
                for
      a time charter period of 2 years or more (but less than 3 years), the
      daily rate on its own results in a minimum annual projected Net Cash Flow
      of US$116,000,000 and the minimum daily rate is
      US$545,000;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                for
      a time charter period of 3 years or more (but less than 5 years), the
      daily rate on its own results in a minimum annual projected Net Cash Flow
      of US$129,000,000 and the minimum daily rate is US$550,000;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                for
      a time charter period of 5 years or more, the daily rate on its own
      results in a minimum annual projected Net Cash Flow of US$116,000,000 and
      the minimum daily rate is
US$510,000.

              


      

       

      and the
amount projected to be the Net Cash Flow will be as estimated by the Owner and
the Manager and approved by the Facility Agent.

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall procure that at the same time as entering into any Drilling
      Charter it shall:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                enter
      into a deed of assignment of time charter and earnings on terms
      substantially in the form of the Charter Assignment (and shall procure
      that any notices and acknowledgements thereto are duly executed by the
      relevant parties to them) and enter into and shall procure that the
      relevant Charterer shall enter into a Charterer Direct Agreement;
      and

              


      

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                provide
      a tax opinion from its tax advisers (which may be disclosed to the Finance
      Parties) in respect of potential withholding and income tax payable under
      the Transaction Documents in form and substance satisfactory to each of
      the Finance Parties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner shall, at least twelve (12) months prior to the expiry date
      (howsoever described) of any Drilling
  Charter:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                procure
      that a replacement Drilling Charter is entered into having a minimum term
      (excluding any optional extensions) of 2
  years;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                execute
      a deed of assignment of time charter and earnings in substantially the
      same form as the Charter Assignment and shall procure that any notices and
      acknowledgements thereto are duly executed by the relevant parties to them
      and that it and any replacement charterer shall execute a Charterer Direct
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                provide
      an updated tax opinion from its tax advisers (which may be disclosed to
      the Finance Parties) in respect of potential withholding and income tax
      payable under the Transaction Documents in form and substance satisfactory
      to each of the Finance
Parties.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Owner shall not:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                allow
      the Vessel to be sub-chartered by any Charterer without the consent of the
      Facility Agent not to be unreasonably withheld (acting on the instructions
      of the Majority Lenders); or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                permit
      any transfer of Charterer’s rights and obligations under a Drilling
      Charter without the prior written consent of the Facility Agent (acting on
      the instructions of all of the
Lenders).

              


      

       

      
        	
                16.23

              	
                Breach
      or Termination of Drilling Charter or
      Management Agreement

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      the event of the occurrence at any time during the Post-Completion Period
      of (i) one of the events described in Clauses 6.2(e) or
      6.2(f) which
      would otherwise give rise to an immediate Mandatory Prepayment Event or
      (ii) an Event of Default set out in Clauses 18.6 (Insolvency),
      18.7 (Insolvency
      proceedings),  18.8 (Creditors’
      process),
      18.9 (Cessation
      of business),
      18.10 (Failure
      to pay final judgment)
      and 18.11 (Material
      adverse change)
      in respect of the Charterer or the Manager only, then, subject to the
      conditions set out in Clause 16.23(b)
      below,
      no Mandatory Prepayment Event or Event of Default shall immediately arise
      and the Owner shall have the opportunity to cure the relevant default,
      breach or event (including by proposing a substitute charterer or manager)
      for
      a period of three (3) months from the date the relevant event or Event or
      Default occurs or, if later, the date that a prudent owner could
      reasonably be expected to have become aware of the occurrence of the
      relevant event or Event of Default (provided always that for the purposes
      of this paragraph (a), the Owner shall in any event be deemed to have
      become aware of the relevant event or Event of Default within thirty (30)
      days of the occurrence of such event or Event of Default) (the
      Cure
      Period);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      right of the Owner to effect a cure and the postponement of the relevant
      Mandatory Prepayment Event or Event of Default (as the case may be)
      pursuant to Clause 16.23(a)
      above shall
      be available only if:

              


      

       

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (i)

              	
                there
      is no other Default existing at the time when the relevant event or Event
      of Default referred to in Clause 16.23(a) arises
      and no such other Default occurs at any time during the Cure Period;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      substitute charterer or manager and/or substitute charter or management
      agreement proposed by the Owner as the means of effecting a cure satisfies
      the terms and conditions of Clause 16.22 (in
      the case of a substitute charterer and/or charter) and the terms and
      conditions of Clause 16.24 (in
      the case of a substitute manager and/or management agreement);
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      Owner procures that on the earlier of (i) the time at which Owner becomes
      aware of the occurrence of an Event of Default or the relevant event, or
      (ii) 30 days after the occurrence of an Event of Default or the relevant
      event referred to in Clause 16.23(a),
      there is deposited into the Debt Service Reserve Account such additional
      amount as will ensure that the balance standing to the credit of the Debt
      Service Reserve Account following such deposit is equal to at least the
      amount required to pay the aggregate amount of interest and principal
      repayments accruing under this Agreement during the period of nine (9)
      months following the date of such deposit. The Owner shall not be entitled
      to use any funds then standing to the credit of any of the Accounts to
      effect such deposit.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Owner proposes to enter into a substitute charter or substitute
      management agreement, the Owner shall, in relation to a substitute
      charter, comply fully with all of the provisions of Clause 16.22 and,
      in relation to a substitute management agreement, the Owner shall, upon
      the execution of the substitute management agreement, execute a security
      assignment of such substitute management agreement together with all
      notices and acknowledgements thereto all in the same form (mutatis
      mutandis)
      as the then existing security over the Management Agreement or otherwise
      in form and substance satisfactory to the Majority
      Lenders.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                For
      the avoidance of doubt, should any of the conditions set out in Clause
      16.23(b) not
      be, or cease to be, met, or should the Owner not effect a cure of the
      relevant breach, default or event within the Cure Period, the relevant
      Mandatory Prepayment Event or, as the case may be, Event of Default shall
      immediately arise and the Finance Parties shall be all of the rights
      flowing therefrom.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If
      the Owner effects a cure of the relevant breach, Event of Default or other
      event within the Cure Period pursuant to this Clause 16.23,
      the Owner may withdraw any such additional amount deposited into the Debt
      Service Reserve Account in accordance with Clause 16.23(b)(iii).

              


      

       

      
        	
                16.24

              	
                Management
      Agreement

              


      

       

      The
Owner shall ensure that the Management Agreement in respect of the Vessel
remains in full force and effect until the Final Maturity Date with the Manager
or such other counterparty approved by the Facility Agent (acting on the
instructions of the Majority Lenders). The Management Agreement shall contain
provisions obliging the Manager to supervise the construction of the Vessel on
behalf of the Owner.

       

      
        	
                16.25

              	
                ISM
      Code

              


      

       

      The
Owner shall, and shall procure that the Manager shall:

       

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (a)

              	
                at
      all times after the Delivery Date comply, and be responsible for
      compliance by itself and by the Vessel, with the mandatory requirements of
      the ISM Code;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                at
      all times after the Delivery Date ensure that the Vessel has a valid
      Safety Management Certificate (or, following delivery until a final
      certificate is issued, a valid interim Safety Management Certificate)
      which is held on board the Vessel and that the Manager holds a valid
      Document of Compliance for the Vessel, a copy of which is held on board
      the Vessel;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                promptly
      notify the Facility Agent of any actual or, upon becoming aware of the
      same, threatened withdrawal of an applicable Safety Management Certificate
      or Document of Compliance;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                promptly
      notify the Facility Agent of the identity of the person ashore designated
      for the purposes of paragraph 4 of the ISM Code and of any change in the
      identity of that person; and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                promptly
      upon becoming aware of the same notify the Facility Agent of the
      occurrence of any accident or major non-conformity requiring action under
      the ISM Code.

              


      

       

      
        	
                16.26

              	
                ISPS
      Code

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date comply and be responsible for compliance by itself and by the
Vessel with the mandatory requirements of the ISPS Code, and ensure that the
Vessel has a valid International Ship Security Certificate.

       

      
        	
                16.27

              	
                Delivery
      of Vessel

              


      

       

      If
the Owner is required by the terms of the Shipbuilding Contract to accept
delivery of the Vessel from the Builder, then the Owner will exercise all rights
it has under the Drilling Charter in place at such time to require the Charterer
to take delivery of the Vessel under such Drilling Charter.

       

      
        	
                16.28

              	
                Construction
      supervision

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall give to the Facility Agent and the Technical Adviser notice of
      any meetings of the Owner or the Owner’s representatives with the Builder
      or between the Owner or the Owner’s representatives and any Charterer or
      the Charterer’s representatives where material divergence from the
      Specification (as defined in the Shipbuilding Contract) is being
      discussed. Following
      any such meeting, the Owner shall notify the Facility Agent and the
      Technical Adviser of the outcome of such meeting. Such advance notice and
      notice of the outcome shall be contained in the quarterly technical
      reports referred to in Clause 15.3(d).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner shall make reasonable efforts to obtain the Builder’s consent so
      that the Facility Agent (at the Facility Agent’s own risk and expense) or
      its representative has a right to attend, in a capacity as an observer
      only, the shipyard on an occasional basis and to be present at the sea
      trials and first drill trial of the
  Vessel.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner will give reasonable notice to the Facility Agent of the time and
      location of any of the meetings, trials and voyages referred to in
      paragraph (b)
      above.

              


      

       

      
        	
                16.29

              	
                Construction
      Milestones

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Project
      milestone for Instalment Loan
2:

              


      

       

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                ●

              	
                start
      of steel cutting for the
Vessel

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Project
      milestones for Instalment Loan
3:

              


      

       

      
        	
                 
      

              	
                ●

              	
                start
      of keel laying for Vessel

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Project
      milestones for Delivery
Loan:

              


      

       

      
        	
                 
      

              	
                ●

              	
                tender
      of Vessel for Delivery

              


      

       

      
        	
                16.30

              	
                Tax
      affairs

              


      

       

      The
Owner must:

       

      
        	
                 
      

              	
                (a)

              	
                promptly
      file all Tax reports and returns required to be filed by it in any
      jurisdiction; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                promptly
      pay all Taxes or, if any Tax is being contested in good faith and by
      appropriate means, ensure an adequate reserve is set aside for payment of
      that Tax.

              


      

       

      
        	
                16.31

              	
                Annex
      VI (Regulations for the Prevention of Air Pollution from Ships) to
      MARPOL

              


      

       

      The
Owner shall, and shall procure that the Manager shall, at all times after the
Delivery Date comply and be responsible for compliance by itself and by the
Vessel with mandatory requirements of Annex VI (Regulations for the Prevention
of Air Pollution from Ships) to MARPOL, and ensure that the Vessel has a valid
International Air Pollution Prevention Certificate.

       

      
        	
                16.32

              	
                Oil
      Pollution Act

              


      

       

      For
so long as the Vessel is operated in the territorial waters of the United States
of America, the Owner shall and/or shall procure the Charterer shall, comply
with the requirements of all mandatory United States laws, regulations and
requirements (including United States Coastguard regulations applicable to the
Vessel and including for the avoidance of doubt any requirement to have a valid
and current Certificate of Financial Responsibility pursuant to the United
States Oil Pollution Act 1990) in relation to the operation and navigation of
the Vessel in force at the relevant time in the relevant area(s) of the United
States of America.

       

      
        	
                16.33

              	
                Leverage
      Ratio

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner will not permit the Leverage Ratio from time to time to be lower
      than 125 per cent, such Leverage Ratio to be tested as provided in
      paragraph (c) below.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      on any determination date the Leverage Ratio is less than 125 per cent,
      the Owner will immediately following a request of the Facility Agent to do
      so:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                prepay
      such amount of the Loans as will ensure that the Leverage Ratio is not
      less than or equal to 125 per cent;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                provide
      or cause to be provided to the Facility Agent such additional funds into
      the Debt Service Reserve Account as is necessary to bring the Leverage
      Ratio equal to or not less than 125 per cent;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                provide
      such additional security, in all respects satisfactory to the Facility
      Agent (acting on the instructions of the Majority Lenders), such that the
      Leverage Ratio is not less than or equal to 125 per
      cent.

              


      

       

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

       

      For
the purposes of determining the Leverage Ratio, the additional security shall
have attributed to it such value as the Facility Agent (acting on the
instructions of the Majority Lenders) determines or in the case of additional
security constituted by cash, its full value.

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent shall be entitled to test such Leverage Ratio as
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Final Completion Date;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                each
      anniversary thereof;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                upon
      the notice of the Sister Owner of its intention to sell a Vessel;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                at
      any time on notice from the Facility Agent after the occurrence of a
      Default which is continuing.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Owner will procure a valuation on the basis described in the definition of
      Market Value on or before (but dated not more than thirty (30) days prior
      to) the date on which Leverage Ratio is to be calculated or in the case of
      paragraph (c) (i) promptly on demand and provide such valuation to the
      Facility Agent who will verify such valuation by reference to the
      information provided by the
Owner.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Owner will procure in favour of the Facility Agent and the Approved
      Brokers, all such information, as they may reasonably (having regard to
      the use and operation of the Vessel) require in order to effect such
      valuations.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                All
      valuations shall be at the expense of the
  Owner.

              


      

       

      
        	
                16.34

              	
                Sponsor’s
      shares

              


      

       

      The
Owner shall procure at all times during the Security Period that the shares of
the Sponsor will remain listed on NASDAQ.

       

      
        	
                17.

              	
                INSURANCES

              


      

       

      
        	
                17.1

              	
                Scope
      of Obligatory Insurances

              


      

       

      The
Owner shall:

       

      
        	
                 
      

              	
                (a)

              	
                report
      on and monitor the Builder’s compliance with the Construction Insurances
      as detailed in Article XVII of the Shipbuilding Contract and report on and
      confirm its compliance with the terms of the Construction Insurances in
      respect of the Vessel and the equipment the subject of the Shipbuilding
      Contract and the Buyer Supplies (as such term is defined in the
      Shipbuilding Contract).  The Owner shall procure that its Buyer
      Supplies are insured for all risks of physical loss or damage as is
      typically insured, and that the Owner is insured for protection and
      indemnity risks during sea trials either under the Builder’s insurance
      policy or, if this is not possible, the Owner shall have protection and
      indemnity insurance effective from the commencement of the sea trials for
      an amount not less than US$300,000,000 (the amount to be reviewed and
      mutually agreed to be reduced if the Owners’ liability during the sea
      trials is less than the above amount). The Owner shall also have general
      third party liability insurance effective from the commencement of the sea
      trials for not less than US$25,000,000 to the extent such insurance policy
      will be available;

              


      

       

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                at
      all times after the Delivery Date keep the Vessel insured in the Required
      Insurance Amount, with a deductible of no more than US$15,000,000, in
      Dollars against fire and usual marine risks (including Excess Risks), and
      if requested by the Facility Agent all spares, stores and other property
      held elsewhere than on the Vessel against all risks of physical loss or
      damage as is typically insured, in each case in the name of the Owner and
      with the interest of the Security Trustee noted as mortgagee or assignee
      with underwriters or insurance companies approved by the Facility Agent
      and (as applicable) through brokers approved by the Facility Agent (acting
      on the instructions of the Majority Lenders), and by policies in form and
      content approved by the Facility Agent (acting on the instructions of the
      Majority Lenders);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                at
      all times after the Delivery Date keep the Vessel insured in at least the
      Required Insurance Amount in the same manner as above against war risks
      (including, without limitation), (a) those risks covered by the standard
      form of English marine policy with Institute War and Strike Clauses (Time)
      (1/10/83) attached or similar cover and (b) war, terrorist or similar
      protection and indemnity risks cover excluded from the protection and
      indemnity risks covered by the entry of the Vessel with the relevant
      protection and indemnity association by reason of any exclusion clauses
      contained in such entry, and all spares, stores, and other property held
      elsewhere than on the Vessel against, at the minimum, riots, strikes,
      civil commotion and terrorism, in each case
  either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                with
      underwriters or insurance companies approved by the Facility Agent (acting
      on the instructions of the Majority Lenders) and by policies in form and
      content approved by the Facility Agent (acting on the instructions of the
      Majority Lenders); or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                by
      entering the Vessel in an approved war risks
      association;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                at
      all times after the Delivery Date keep, or procure the Charterer keeps the
      Vessel entered in an approved protection and indemnity association against
      all risks as are normally covered by such protection and indemnity
      association, including without limitation, pollution risks, the proportion
      not recoverable in case of collision under the running down clause
      inserted in the ordinary Hull and Machinery policies and Specialist
      Operations coverage, in the name of the Owner for claims which the Owner
      would have incurred had they been pursued against it, such cover to be
      for:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      higher of the minimum amount stipulated in any Drilling Charter and
      US$500,000,000 or such other amount of cover against P&I including
      pollution risks as shall at any time be comprised in the basic entry of
      the Vessel with either a protection and indemnity association which is a
      member of either the International Group of P&I Clubs (or any
      successor organisation designated by the Facility Agent for this purpose);
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the International Group or any such successor ceases to exist or ceases to
      provide or arrange any cover for pollution risks (or any supplemental
      cover for pollution risks over and above that afforded by the basic entry
      of the Vessel with its protection and indemnity association), such
      aggregate amount of cover against pollution risks as shall be generally
      available on the open market and by basic entry with a protection and
      indemnity association for ships of the same type, size, age and flag as
      the Vessel,

              


      

       

      provided
that, if the Vessel has ceased trading or is in lay up and in either case has
unloaded all cargo, the level of pollution risks cover afforded by ordinary
protection and indemnity cover available through a member of the International
Group or such successor organisation or, as the case may be, on the open market
in such circumstances shall be sufficient for such purposes;

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (e)

              	
                at
      all times following the Final Completion Date, maintain in full force and
      effect loss of hire insurance, on a daily amount fixed and agreed basis,
      in respect of the Vessel subject to a deductible of 45 days (or minimum
      deductible available by loss of hire underwriters) per incident or
      occurrence and for a minimum indemnity period of 180 days with
      underwriters or insurance companies approved by the Facility Agent (acting
      on the instructions of the Majority Lenders) in form and content approved
      by the Facility Agent (acting on the instructions of the Majority
      Lenders),
      provided always that the obligation of the Owner to maintain such loss of
      hire insurance shall cease if a prudent owner of a vessel similar to the
      Vessel and employed on a similar basis, acting reasonably, would consider
      the cost of the loss of hire insurance to be commercially
      unacceptable;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                at
      all times following the Final Completion Date, if and as requested from
      time to time by the Facility Agent, to maintain in full force and effect
      insurance(s) in respect of such other matters of whatsoever nature and
      howsoever arising in respect of which insurance would be available to a
      prudent owner of the Vessel;
and

              


      

       

      
        	
                 
      

              	
                (g)

              	
                comply
      or procure compliance with the terms and conditions of the Obligatory
      Insurances (including, but not limited to, making any declarations
      required by such insurances in order to maintain cover for operating
      within any waters where it is required to be located under a Drilling
      Charter, which declarations the Owner shall promptly copy to the Facility
      Agent), not do, consent to or permit any act or omissions which might
      invalidate or render unenforceable the whole or any part of the
      Insurances.

              


      

       

      
        	
                17.2

              	
                Mortgagee’s
      interest and additional perils
insurances

              


      

       

      The
Facility Agent shall be entitled, from time to time and at the Owner’s cost and
expense, to effect from the Delivery Date, maintain and renew all or any of the
following insurances in the Required Insurance Amount, and on such terms,
through such insurers and in such manner as the Facility Agent (acting on the
instructions of the Majority Lenders) may from time to time consider
appropriate:

       

      
        	
                 
      

              	
                (a)

              	
                a
      mortgagee’s interest marine insurance providing for the indemnification of
      the Finance Parties for any Losses under or in connection with any Finance
      Document which directly or indirectly result from loss of or damage to the
      Vessel or a liability of the Vessel or the Owner, being a loss or damage
      which is prima
      facie covered
      by an Obligatory Insurance but in respect of which there is a non-payment
      (or reduced payment) by the underwriters by reason of, or on the basis of
      any allegation
concerning:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      act or omission on the part of the Owner, of any operator or manager of
      the Vessel or of any officer, employee or agent of the Owner or of any
      such person, including any breach of warranty or condition or any
      non-disclosure relating to such Obligatory
    Insurance;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      act or omission, whether deliberate, negligent or accidental, or any
      knowledge or privity of the Owner or any other person referred to in
      subparagraph (i)
      above,
      or of any officer, employee or agent of an Owner or of such a person,
      including the casting away or damaging of the Vessel and/or the Vessel
      being unseaworthy;
and/or

              


      

       

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (iii)

              	
                any
      other matter capable of being insured against under a mortgagee’s interest
      marine insurance policy whether or not similar to the foregoing;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      mortgagee’s
      interest additional perils policy providing
      for the indemnification of the Finance Parties against, amongst other
      things, any Losses or other consequences of any Environmental Claim,
      including the risk of expropriation, arrest or any form of detention of
      the Vessel,
      or the imposition of any Security Interest over the Vessel
      and/or any other matter capable of being insured against under a
      mortgagee’s
      interest additional perils (pollution) policy whether or not similar to
      the foregoing.

              


      

       

      
        	
                17.3

              	
                Obligatory
      Insurances

              


      

       

      Without
prejudice to its obligations under Clause 17.1 (Scope
of Obligatory Insurances),
the Owner shall:

       

      
        	
                 
      

              	
                (a)

              	
                not
      without the prior consent of the Facility Agent (acting on the
      instructions of the Majority Lenders) alter any Obligatory Insurance nor
      make, do, consent or agree to any act or omission which would or might
      render any Obligatory Insurance invalid, void, voidable or unenforceable
      or render any sum paid out under any Obligatory Insurance repayable in
      whole or in part;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                not
      cause or permit the Vessel to be operated in any way inconsistent with the
      provisions or warranties of, or implied in, or outside the cover provided
      by, any Obligatory Insurance or to be engaged in any voyage or to carry
      any cargo not permitted by any Obligatory
    Insurances;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                duly
      and punctually pay all premiums, calls, contributions or other sums of
      money from time to time payable in respect of any Obligatory
      Insurance;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                at
      least 28 days before the relevant policies, contracts or entries expire,
      notify the Facility Agent of the names of the insurance companies and/or
      the war risks and protection and indemnity associations proposed to be
      employed for the purposes of the renewal of such Obligatory Insurances and
      of the amounts in which such Obligatory Insurances are proposed to be
      renewed and the risks to be covered, and to procure that appropriate
      instructions for the renewal of such Obligatory Insurances on the terms so
      specified are given to the brokers (if applicable) and associations in
      each case approved in accordance with Clause 17.1 (Scope
      of Obligatory Insurances) and will at least three Business Days before
      such expiry (or within such shorter period as the Facility Agent may from
      time to time agree) confirm in writing to the Facility Agent that
      such renewals have been effected in accordance with the instructions so
      given;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                forthwith
      upon the effecting of any Obligatory Insurance, ensure that all approved
      brokers (if applicable) and/or approved insurers and the approved P&I
      Club provide the Facility Agent with pro forma copies of all policies
      relating to the Obligatory Insurances which they are to effect or renew
      and of a letter or letters of undertaking substantially in the forms
      scheduled to or referred to in the Delivery General Assignment or such
      other form acceptable to the Facility Agent, in each case stating the full
      particulars (including the dates and amounts) of the insurance, and on
      request produce the receipts for each sum paid by it pursuant to
      paragraph (c)
      above,
      and including undertakings from the approved brokers (if applicable) or
      the approved underwriters or insurance companies
      that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                they
      will have endorsed on each policy, when issued, a loss payee provision and
      notice of assignment, in the form scheduled to the Delivery General
      Assignment;

              


      

       

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                they
      will hold such policies, and the benefit of such insurances, to the order
      of the Security Trustee;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                they
      will advise the Facility Agent forthwith of any material change to the
      terms of the Obligatory
Insurances;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                they
      will upon written application by the approved brokers (if applicable) to
      the Facility Agent notify the Facility Agent, not less than 28 days before
      the expiry of the Obligatory Insurances, in the event of their not having
      received notice of renewal instructions from the Owner or its agents and,
      in the event of their receiving instructions to renew, they will promptly
      notify the Facility Agent of the terms of the
      instructions;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                they
      will not exercise any rights of cancellation in respect of default in
      payment of premiums without giving the Facility Agent 28 days’ notice in
      writing, either by letter or electronically transmitted message, and a
      reasonable opportunity for the Facility Agent to pay any premiums
      outstanding;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                if
      any of the Obligatory Insurances form part of a fleet cover, their lien on
      the fleet policies shall be confined to the outstanding premiums due on
      the Vessel only;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                they
      shall neither set off against any claim(s) and/or returns of premium(s) in
      respect of the Vessel any premiums due in respect of other vessels under
      the fleet cover or any premiums due for other insurances, nor cancel the
      insurance for reason of non-payment of premiums for other vessels under
      the fleet cover or of premiums for such other insurances;
      and

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                they
      will arrange for a separate policy to be issued in respect of the Vessel
      forthwith upon being so requested by the Facility
      Agent;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                not
      settle, release, compromise or abandon any claim in respect of any Total
      Loss unless the Facility Agent (acting promptly and on the instructions of
      the Majority Lenders, acting reasonably) is satisfied that such release,
      settlement, compromise or abandonment will not prejudice the interests of
      the Finance Parties under or in relation to any Finance
      Document;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                arrange
      for the execution and delivery of such guarantees as may from time to time
      be required by any protection and indemnity or war risks club or
      association in accordance with the rules of such club or
      association;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                procure
      that the interest of the Security Trustee as mortgagee or assignee is
      noted on all policies of insurance;
and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      the event that the Owner receives payment of any moneys under the Delivery
      General Assignment in respect of Insurances, save as provided in the loss
      payable clauses scheduled to the Delivery General Assignment, forthwith
      pay over the same to the Security Trustee and, until paid over, such
      moneys shall be held in trust for the Security Trustee by the
      Owner.

              


      

       

      
        	
                17.4

              	
                Power
      of Facility Agent to insure

              


      

       

      If
the
Owner fails to effect and keep in force Obligatory Insurances in accordance with
this Agreement, it
shall be permissible, but not obligatory, for the Facility Agent to effect and
keep in force insurance or insurances, for itself or on behalf of the Security
Trustee, in the amounts required under this Agreement and (in the case of Clause
17.1(d) (Scope
of Obligatory Insurances)
only) entries in a protection and indemnity association or club and, if it deems
necessary or expedient, to insure the war risks upon the Vessel, and the Owner
shall reimburse the Facility Agent for the costs of so doing.  The
Facility Agent agrees to notify the Owner if it effects any such insurance or
insurances in respect of the Vessel as soon as practicable and in any event no
later than five Business Days after effecting such
insurances.

       

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

       

      
        	
                18.

              	
                DEFAULT

              


      

       

      
        	
                18.1

              	
                Events
      of Default

              


      

       

      Each
of the events or circumstances set out in this Clause 18 is
an Event of Default, provided always that:

       

      
        	
                 
      

              	
                (a)

              	
                the
      events referred to in Clauses 18.6 to
      18.11 shall
      not, in respect of the Builder, constitute an Event of Default
      if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      relevant event is remedied to the satisfaction of the Facility Agent
      (acting on the instructions of the Majority Lenders) and on terms (and
      with replacement security) approved by the Facility Agent (acting on the
      Instructions of the Majority Lenders);
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Builder is substituted by another builder satisfactory to the Facility
      Agent (acting on the instructions of the Majority Lenders) and on terms
      (and with replacement security) approved by the Facility Agent (acting on
      the Instructions of the Majority
  Lenders),

              


      

       

      in
each case by a date that falls three (3) months after the occurrence of the
relevant event; and

       

      
        	
                 
      

              	
                (b)

              	
                the
      events referred to in Clauses 18.6 to
      18.11 shall
      not, in respect of the Charterer or Manager, constitute an Event of
      Default if a substitute charterer or substitute manager is appointed, or
      the relevant event is otherwise cured by the Owner, in accordance with
      Clause 16.23.

              


      

       

      
        	
                18.2

              	
                Non-payment

              


      

       

      The
Owner or the Sponsor does not pay on the due date any amount payable by it under
the Finance Documents in the manner required under the Finance Documents, unless
the non-payment:

       

      
        	
                 
      

              	
                (a)

              	
                is
      caused by technical or administrative error;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                where
      such payment is a scheduled payment, is remedied within one Business Day
      of the due date; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                where
      such payment is on-demand, is remedied within three Business Days of the
      date of demand.

              


      

       

      
        	
                18.3

              	
                Breach
      of other obligations

              


      

       

      The
Owner or the Sponsor does not comply with any other terms of the Finance
Documents to which it is a party or the Sponsor does not comply with any of its
obligations under the Finance Documents to which it is a party, unless the
non-compliance:

       

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (a)

              	
                is
      capable of remedy; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is
      remedied within 30 days of the earlier of the Facility Agent giving notice
      of the breach to the Owner and the Owner or the Sponsor, as the case may
      be, becoming aware of the non-compliance, save in the case of the Owner’s
      non-compliance with:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Clause
      16.11(a) (Security),
      Clause 16.12(a) (Registration
      of the Vessel),
      Clauses 16.22(b) (Charters)
      and 16.22(c) (Charters),
      Clause 16.24 (Management
      Agreement)
      (save to the extent Clause 16.23 (Breach
      or Termination of Drilling Charter or Management Agreement)
      applies) or Clause 17.1 (Scope
      of Obligatory Insurances),
      for each of which the grace period for remedy shall be three days from the
      date  the Facility Agent gives notice of the breach to the
      Owner, provided always that, in respect of Clause 17.1 (Scope
      of Obligatory Insurances)
      and clause 7.14 (Financial Covenants) of the Sponsor Construction and
      Post-Delivery Guarantee, there shall be no grace period unless the
      Facility Agent (acting on the good faith and reasonable instructions of
      the Majority Lenders) is satisfied that the Finance Parties have neither
      suffered nor will, in the future, suffer any material detriment (whether
      financial, to their security position or otherwise howsoever) as a result
      of the non-compliance;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Clause
      16.23 (Breach
      or Termination of Drilling Charter or Management Agreement)
      for which there shall be no grace period for remedy following expiry of
      the grace period provided in that Clause 16.23.

              


      

       

      
        	
                18.4

              	
                Misrepresentation

              


      

       

      A
representation or warranty made or repeated by the Owner or the Sponsor in any
Finance Document or in any document delivered by or on behalf of the Owner or
the Sponsor under any Finance Document is incorrect or misleading in any
material respect when made or deemed to be repeated, unless the circumstances
giving rise to the misrepresentation or breach of warranty:

       

      
        	
                 
      

              	
                (a)

              	
                are
      capable of remedy; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                are
      remedied within 14 days of the Owner or, as the case may be, the Sponsor
      receiving notice from the Facility Agent of the circumstances giving rise
      to the misrepresentation or breach of
  warranty.

              


      

       

      
        	
                18.5

              	
                Cross-default

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      Sister Event of Default occurs and is continuing;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      of the following occurs in respect of any of the Project
      Parties:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      of its Financial Indebtedness is not paid when due (after the expiry of
      any originally applicable grace
period);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      of its Financial
Indebtedness:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                becomes
      prematurely due and payable;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                is
      placed on demand; or

              


      

       

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (C)

              	
                is
      capable of being declared by or on behalf of a creditor to be prematurely
      due and payable or of being placed on
  demand,

              


      

       

      
        	 	in each case,
      as a result of an event of default or any provision having a similareffect
      (howsoever described) and after the expiry of any applicable grace period
      (if any); or


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      commitment for its Financial Indebtedness is cancelled or suspended as a
      result of an event of default (howsoever
  described),

              


      

       

      unless
the aggregate amount of Financial Indebtedness falling within paragraphs
(i) to
(iii)
above is
less than US$2,500,000 or its equivalent in the case of the Owner or the Sponsor
orUS$10,000,000
or its equivalent in the case of, the Builder, the Charterer Parent (if any) or
the
Charterer.

       

      
        	
                18.6

              	
                Insolvency

              


      

       

      Any
of the following occurs in respect of any of the Project
Parties:

       

      
        	
                 
      

              	
                (a)

              	
                it
      is, or is deemed for the purposes of any relevant applicable law to be,
      unable to pay its debts as they fall due or
    insolvent;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      admits its inability to pay its debts as they fall
    due;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                it
      suspends making payments on any of its debts or announces an intention to
      do so;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                by
      reason of actual or anticipated financial difficulties, it begins
      negotiations with any creditor for the rescheduling or restructuring of
      any of its indebtedness;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      value of its assets is less than its liabilities (taking into account
      contingent and prospective liabilities);
  or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                a
      moratorium is declared in respect of any of its Financial Indebtedness;
      or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      similar local law process not described in (a) to (f)
      above.

              


      

       

      If
a moratorium occurs in respect of any such person, the ending of the moratorium
will not remedy any Event of Default caused by the
moratorium.

       

      
        	
                18.7

              	
                Insolvency
      proceedings

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided in paragraph (b)
      below,
      any of the following occurs in respect of any of the Project
      Parties:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      step is taken with a view to a moratorium, composition, assignment or
      similar arrangement with any of its
  creditors;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                a
      meeting of its shareholders, directors or other officers is convened for
      the purpose of considering any resolution to petition for or to file
      documents with a court or any registrar for its winding-up, administration
      or dissolution or any such resolution is
  passed;

              


      

       

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (iii)

              	
                any
      person presents a petition or files documents with a court for its
      winding-up, administration or dissolution or reorganisation (by way of
      voluntary arrangement, scheme of arrangement or
      otherwise);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      Security Interest is enforced over any of its
    assets;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                an
      order for its winding-up, administration or dissolution is
      made;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                any
      liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
      receiver, administrative receiver, receiver and manager, judicial manager,
      administrator or similar officer is appointed in respect of it or any of
      its assets;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                its
      directors, shareholders or other officers request the appointment of, or
      give notice of their intention to appoint a liquidator, trustee in
      bankruptcy, judicial custodian, judicial manager, receiver and manager,
      compulsory manager, receiver, administrative receiver, receiver and
      manager, administrator or similar officer;
  or

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                any
      other analogous step or procedure is taken in any
      jurisdiction.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a)
      above does
      not apply to a frivolous or vexatious petition for winding-up presented by
      a creditor which is being contested in good faith and with due diligence
      and is discharged or struck out within 14
    days.

              


      

       

      
        	
                18.8

              	
                Creditors’
      process

              


      

       

      Any
attachment, sequestration, distress, execution or analogous event affects any
asset(s) of any of the Project Parties having an aggregate value of at least
US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at
least US$10,000,000 or its equivalent in the case of the Builder, Charterer
Parent or the Charterer and in any case is not discharged within 14
days.

       

      
        	
                18.9

              	
                Cessation
      of business

              


      

       

      Any
of the Project Parties ceases, or threatens to cease, to carry on
business.

       

      
        	
                18.10

              	
                Failure
      to pay final judgment

              


      

       

      Any
of the Project Parties fails to comply with or pay any sum in excess of
US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at
least US$10,000,000 or its equivalent in the case of the Builder, Charterer
Parent (if any) or the Charterer and in either case due from it under any final
judgment or any final order made or given by any court of competent jurisdiction
within the period specified in the relevant judgment or if no period is
specified within 14 days of such final judgment being
issued.

       

      
        	
                18.11

              	
                Material
      adverse change

              


      

       

      Any
event or series of events occurs affecting the financial condition or operation
of any of the Project Parties which, in the opinion of the Majority Lenders, has
a Material Adverse Effect.

       

      
        	
                18.12

              	
                Litigation

              


      

       

      Any
litigation, arbitration or administrative proceedings (other than proceedings of
a frivolous or vexatious nature which are being contested in good faith and for
which adequate reserves or security are at the relevant time maintained or
provided or for which indemnity or liability insurance cover for at least the
full amount in dispute has been obtained by the Owner or the relevant person
from underwriters or insurance companies that have been approved by the Facility
Agent (acting on the instructions of the Majority Lenders acting reasonably))
are current or, to the knowledge of the Owner or the Finance Parties, pending or
threatened against any person which in the opinion of the Majority Lenders have,
or if adversely determined are reasonably likely to have, a Material Adverse
Effect.

       

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

       

      
        	
                18.13

              	
                Liability
      of Lenders and Administrative
Parties

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      event occurs or circumstance arises in relation to the Vessel which
      results in any person making an Environmental Claim against any Finance
      Party and such Finance Party has not been indemnified by a person and on
      terms satisfactory to the relevant Finance Party in respect of such amount
      within fifteen days after the date on which such Environmental Claim is
      made provided such Finance Party gives prompt notice of such claim to the
      Owner and has afforded the Owner (at its cost and expense) the right (with
      full cooperation of such Finance Party) to such action as it considers
      necessary or appropriate (acting reasonably) to defend or contest in its
      own name the validity or amount of such claim.  The Owner may
      defend or contest the validity or amount of such claim in the name of the
      relevant Finance Party if such Finance Party is (acting in its absolute
      discretion) satisfied that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                such
      action has a reasonable chance of success and in reaching this conclusion
      such Finance Party shall have the right to require the Owner to obtain (at
      the cost of the Owner) the opinion of Queen’s Counsel concerning the
      merits of the claim.  Counsel shall be selected and instructed
      by the legal advisers to the Finance Party
    concerned;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      Finance Party is satisfied that such claim will not materially damage its
      reputation or any part of its business affairs;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      scope of the provisions of Clause 23.2 (Other
      indemnities)
      will indemnify the relevant Finance Party against any and all costs,
      losses, expenses or liabilities arising as a result of the Owner defending
      or contesting the validity or amount of the claim in the name of that
      Finance Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      event occurs or circumstance arises in relation to the ownership or
      operation of the Vessel which results in criminal liability being imposed
      on any Finance Party except where such liability arises out of the gross
      negligence or wilful misconduct of such Finance
    Party.

              


      

       

      
        	
                18.14

              	
                Unlawful
      performance

              


      

       

      It
is, or it becomes, unlawful for the Owner or the Sponsor to perform any of its
obligations under the terms of the Transaction Documents.

       

      
        	
                18.15

              	
                Debt
      Service Cover Ratio

              


      

       

      The
Debt Service Cover Ratio is determined to be less than 1.1:1 for any Calculation
Period.

       

      
        	
                18.16

              	
                Acceleration

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      an Event of Default is outstanding, the Facility Agent may (and if the
      Majority Lenders so instruct it, shall), by notice to the
      Owner:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                cancel
      the undrawn, uncancelled amount of the Commitments;
      and/or

              


      

       

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                declare
      that all or part of any amounts outstanding under the Finance Documents
      are:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                immediately
      due and payable; and/or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                payable
      on demand by the Facility
Agent.

              


      

       

      Any
notice given under this Clause 18.16 will
take effect in accordance with its terms.

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner hereby agrees that for the purposes of this Agreement service by the
      Facility Agent of a notice under and in accordance with paragraph
      (a)
      above shall
      constitute a valid and effective service of such notice and the Owner
      shall be deemed to have become liable to make any payments expressed in
      that notice upon service of such
  notice.

              


      

       

      
        	
                19.

              	
                SECURITY

              


      

       

      
        	
                19.1

              	
                General

              


      

       

      The
provisions of clause 2 and clause 3 of the DPP apply in respect of the
appointment, office and function of the Security Trustee.

       

      
        	
                19.2

              	
                Parallel
      Debt

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      the purposes of the Greek Security, the Owner hereby irrevocably and
      unconditionally undertakes to pay to the Security Trustee amounts equal to
      any amounts owing by the Owner  to the relevant Secured Parties
      under the Finance Documents as and when the same fall due for payment
      thereunder, so that the Security Trustee shall be the obligee of such
      covenant to pay and shall be entitled to claim performance thereof in its
      own name and not as agent acting on behalf of the relevant Secured
      Parties. The Owner and the Security Trustee acknowledge that for this
      purpose such obligations of the Owner are several and are separate and
      independent from, and without prejudice to, the identical obligations
      which the Owner has to the Secured Parties under the relevant Finance
      Documents, provided that this shall not result in the Owner incurring an
      aggregate obligation to any such Secured Parties under the Finance
      Documents. To this end and without prejudice to the foregoing, it is
      agreed that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      amounts due and payable by the Owner under this Clause 19.2 (the
      Parallel
      Debt)
      shall be decreased to the extent that the Owner has paid any amounts to
      the Secured Parties or any of them in respect of the Secured Liabilities
      and vice versa; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Parallel Debt shall not exceed the aggregate of the corresponding
      obligations which the Owner has to the Secured Parties under the Finance
      Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Nothing
      in this Clause shall in any way negate, affect or increase the obligations
      of the Owner to any Secured Party under the Finance Documents in respect
      of the Secured Liabilities. For the purpose of this Clause, the Security
      Trustee acts in its own name and on behalf of itself and not as agent or
      representative of any other party hereto and any security granted to the
      Security Trustee to secure the Parallel Debt is granted to the Security
      Trustee in its capacity as creditor of the Parallel Debt and solely for
      the purpose referred to
above.

              


      

       

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

       

      
        	
                19.3

              	
                Greek
      Security

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Security Trustee shall obtain any Security Interest provided under or
      pursuant to a Security Document governed by Greek law (the Greek
      Security)
      in its own name.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Security Trustee shall have full and unrestricted entitlement to and
      authority in respect of  the Greek Security, provided that it
      shall be under an obligation to exercise such rights (and perform such
      obligations) in accordance with the contractual undertakings set out in
      any Finance Document.

              


      

       

      
        	
                20.

              	
                THE
      ADMINISTRATIVE PARTIES

              


      

       

      
        	
                20.1

              	
                Appointment
      and duties of the Facility
      Agent

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Each Lender and Administrative Party (other than the Facility
      Agent) irrevocably appoints the Facility Agent to the act as agent
      under and in connection with the Finance
      Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Lender and Administrative Party irrevocably authorises the Facility Agent
      to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                perform
      the duties and to exercise the rights, powers and discretions that are
      specifically given to it under the Finance Documents, together with any
      other incidental rights, powers and discretions;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                execute
      each Finance Document expressed to be executed by the Facility
      Agent.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent has only those duties which are expressly specified in the
      Finance Documents.  Those duties are solely of a mechanical and
      administrative nature.  For the avoidance of doubt, those duties
      do not extend to any administration or other work which might result from
      any Lender transferring any of its rights and obligations under the
      Finance Documents to any person.  Any such administration or
      other work shall be undertaken by the
  transferee.

              


      

       

      
        	
                20.2

              	
                Role
      of the Mandated Lead
Arranger

              


      

       

      Except
as specifically provided in the Finance Documents, the Mandated Lead Arranger
has no obligations of any kind to any other Party in connection with any Finance
Document.

       

      
        	
                20.3

              	
                No
      fiduciary duties

              


      

       

      Except
as specifically provided in a Finance Document, nothing in the Finance Documents
makes an Administrative Party a trustee or fiduciary for any other Party or any
other person, and no Administrative Party needs to hold in trust any moneys paid
to or recovered by it for a Party in connection with the Finance Documents or be
liable to account for interest on those moneys.

       

      
        	
                20.4

              	
                Individual
      position of an Administrative
Party

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      it is also a Lender, each Administrative Party has the same rights and
      powers under the Finance Documents as any other Lender and may exercise
      those rights and powers as though it were not an Administrative
      Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Administrative Party may:

              


      

       

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

       

       

      
        	
                  

              	
                (i)

              	
                carry
      on any business with the Owner, the Sponsor, the Charterer or the Sponsor
      or its related entities (including acting as an agent or a trustee for any
      other financing); and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                retain
      any profits or remuneration it receives under the Finance Documents or in
      relation to any other business it carries on with the Owner or its related
      entities.

              


      

       

      
        	
                20.5

              	
                Reliance

              


      

       

      The
Facility Agent may:

       

      
        	
                 
      

              	
                (a)

              	
                rely
      on any notice or document believed by it to be genuine and correct and to
      have been signed by, or with the authority of, the proper
      person;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                rely
      on any statement made by any person regarding any matters which may
      reasonably be assumed to be within its knowledge or within its power to
      verify;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                engage,
      pay for and rely on professional advisers selected by it;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                act
      under the Finance Documents through its personnel and
      agents.

              


      

       

      
        	
                20.6

              	
                Majority
      Lenders’ instructions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent is fully protected if it acts on the valid instructions of
      the Majority Lenders in the exercise of any right, power or discretion or
      any matter not expressly provided for in the Finance
      Documents.  Any such instructions given by the Majority Lenders
      will be binding on all the Lenders.  In the absence of
      instructions, unless the Finance Documents expressly provide that the
      Facility Agent acts on the instructions of the Majority Lenders or all of
      the Lenders in exercising the relevant right, power or discretion, the
      Facility Agent may act or refrain from acting as it considers to be in the
      best interests of all the
Lenders.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent may assume that unless it has received notice to the
      contrary, any right, power, authority or discretion vested in any Party or
      the Majority Lenders has not been
  exercised.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent may require the receipt of security satisfactory to it,
      whether by way of payment in advance or otherwise, against any liability
      or loss which it may incur in complying with the instructions of the
      Majority Lenders and may refrain from acting in accordance with the
      instructions of the Majority Lenders (or, if appropriate, the Lenders)
      until it has received security satisfactory to it, whether by way of
      payment in advance or otherwise, against any liability or loss which it
      may incur in complying with the
  instructions.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Facility Agent is not authorised to act on behalf of a Lender (without
      first obtaining that Lender’s consent) in any legal or arbitration
      proceedings in connection with any Finance
  Document.

              


      

       

      
        	
                20.7

              	
                Responsibility

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No
      Administrative Party is responsible to any other Finance Party for the
      adequacy, accuracy or completeness of any Finance Document or any other
      document or any statement or information (whether written or oral) made or
      supplied in connection with any Finance
  Document.

              


      

       

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                No
      Administrative Party is responsible for the legality, validity,
      effectiveness, adequacy, completeness or enforceability of any Finance
      Document or any other
document.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Without
      affecting the responsibility of the Owner for information supplied by it
      or on its behalf in connection with any Finance Document, each Lender
      confirms that it:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                has
      made, and will continue to make, its own independent appraisal of all
      risks arising under or in connection with the Finance Documents (including
      the financial condition and affairs of the Owner, the Sponsor, the
      Charterer or the Sponsor and its related entities and the nature and
      extent of any recourse against any Party, the Sponsor, the Charterer or
      the Sponsor or its assets);
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                has
      not relied exclusively on any information provided to it by any
      Administrative Party in connection with any Finance
      Document.

              


      

       

      
        	
                20.8

              	
                Exclusion
      of liability

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent is not liable or responsible to any other Lender or
      Administrative Party for any action taken or not taken by it in connection
      with any Finance Document, unless directly caused by its gross negligence
      or wilful misconduct.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                No
      Party (other than the relevant Administrative Party) may take any
      proceedings against any officers, employees or agents of another
      Administrative Party in respect of any claim it might have against that
      Administrative Party or in respect of any act or omission of any kind by
      that officer, employee or agent in connection with any Finance Document.
      Any officer, employee or agent of an Administrative Party may rely on this
      Clause 20.8 and
      enforce its terms under the Contracts (Rights of Third Parties) Act
      1999.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent is not liable for any delay (or any related consequences)
      in crediting an account with an amount required under the Finance
      Documents to be paid by the Facility Agent if the Facility Agent has taken
      all necessary steps as soon as reasonably practicable to comply with the
      regulations or operating procedures of any recognised clearing or
      settlement system used by the Facility Agent for that
      purpose.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Nothing
      in this Agreement will oblige any Administrative Party to satisfy any know
      your customer requirement in relation to the identity of any person on
      behalf of any Finance Party.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Each
      Finance Party confirms to each Administrative Party that it is solely
      responsible for any know your customer requirements it is required to
      carry out and that it may not rely on any statement in relation to those
      requirements made by any other
person.

              


      

       

      
        	
                20.9

              	
                Default

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent is not obliged to monitor or enquire whether a Default has
      occurred.  The Facility Agent is not deemed to have knowledge of
      the occurrence of a Default.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      the Facility Agent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                receives
      notice from a Party or any other party to a Transaction Document referring
      to this Agreement, describing a Default and stating that the event is a
      Default; or

              


      

       

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                is
      aware of the non-payment of any principal or interest or any fee payable
      to a Finance Party (other than the Facility Agent or any of the Mandated
      Lead Arranger) under this
Agreement,

              


      

       

      it
must promptly notify the Finance Parties.

       

      
        	
                20.10

              	
                Information

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent must promptly forward to the person concerned the original
      or a copy of any document which is delivered to the Facility Agent by a
      Party for that person.

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Except
      as provided above, the Facility Agent has no
  duty:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                either
      initially or on a continuing basis to provide any Lender with any credit
      or other information concerning the risks arising under or in connection
      with the Finance Documents (including any information relating to the
      financial condition or affairs of the Owner or any of its related entities
      or the nature or extent of recourse against any Party or its assets)
      whether coming into its possession before, on or after the date of this
      Agreement; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                unless
      specifically requested to do so by a Lender in accordance with a Finance
      Document, to request any certificate or other document from the
      Owner.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                In
      acting as the Facility Agent, the agency division of the Facility Agent is
      treated as a separate entity from its other divisions and
      departments.  Any information acquired by the Facility Agent
      which, in its opinion, is acquired by it otherwise than in its capacity as
      the Facility Agent may be treated as confidential by the Facility Agent
      and will not be treated as information possessed by the Facility Agent in
      its capacity as such.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Owner irrevocably authorises the Facility Agent to disclose to the other
      Finance Parties any information which is received by it in its capacity as
      the Facility Agent, subject always to the requirements of confidentiality
      under Clause 28 (Disclosure
      of Information).

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      Facility Agent is not obliged to disclose to any person any confidential
      information supplied to it by or on behalf of the Owner solely for the
      purpose of evaluating whether any waiver or amendment is required in
      respect of any term of the Finance
  Documents.

              


      

       

      
        	
                20.11

              	
                Indemnities

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Without
      limiting the liability of the Owner under the Finance Documents, each
      Lender shall indemnify the Facility Agent for that Lender’s Pro Rata Share
      of any loss or liability incurred by the Facility Agent in acting as the
      Facility Agent (including without limitation any costs associated with
      effecting, maintaining or renewing any insurances in accordance with and
      subject to Clause 17.4 (Power
      of Facility Agent to insure)
      and acting in accordance with the instructions of the Majority Lenders in
      accordance with Clause 20.6 (Majority
      Lenders’ instructions))
      unless the Facility Agent has been reimbursed by the Owner under a Finance
      Document, except to the extent that the loss or liability is caused by the
      Facility Agent’s gross negligence or wilful
      misconduct.

              


      

       

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Party owes an amount to the Facility Agent under the Finance Documents,
      the Facility Agent may after giving notice to that
      Party:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                deduct
      from any amount received by it for that Party any amount due to the
      Facility Agent from that Party under a Finance Document but unpaid;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                apply
      that amount in or towards satisfaction of the owed
      amount.

              


      

       

      That
Party will be regarded as having received the amount so
deducted.

       

      
        	
                20.12

              	
                Compliance

              


      

       

      Each
Administrative Party may refrain from doing anything (including disclosing any
information) which might, in its opinion, constitute a breach of any law or
regulation or be otherwise actionable at the suit of any person, and may do
anything which, in its opinion, is necessary or desirable to comply with any law
or regulation.

       

      
        	
                20.13

              	
                Resignation
      of the Facility Agent

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent may resign and appoint any of its Affiliates as successor
      Facility Agent by giving 30 days’ notice to the other Finance Parties and
      the Owner.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Alternatively
      the Facility Agent may resign by giving written notice to the Finance
      Parties and the Owner, in which case the Majority Lenders may appoint a
      successor Facility Agent.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      no successor Facility Agent has been appointed under paragraph
      (b)
      above within
      30 days after notice of resignation was given, the Facility Agent may
      appoint a successor Facility
  Agent.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      resignation of the Facility Agent and the appointment of any successor
      Facility Agent will both become effective only when the successor Facility
      Agent (i) notifies all the Parties that it accepts its appointment and
      (ii) confirms that it is satisfied that the rights under the Security
      Documents and the DPP have been assigned or transferred to
      it.  On giving the notification and confirmation, the successor
      Facility Agent will succeed to the position of the Facility Agent and the
      term Facility Agent will mean the successor Facility
      Agent.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      retiring Facility Agent must, at its own cost, make available to the
      successor Facility Agent such documents and records and provide such
      assistance as the successor Facility Agent may reasonably request for the
      purposes of performing its functions as the Facility Agent under the
      Finance Documents.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Upon
      its resignation becoming effective, this Clause will continue to benefit
      the retiring Facility Agent in respect of any action taken or not taken by
      it in connection with the Finance Documents while it was the Facility
      Agent, and, subject to paragraph (e)
      above,
      it will have no further obligations in its capacity as Facility Agent
      under any Finance
Document.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                The
      Majority Lenders may, by notice to the Facility Agent, require it to
      resign under paragraph (b)
      above.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Any
      successor Facility Agent will be located or have a branch in London,
      Luxembourg or New York and the Facility Agent or, as the case may be, the
      Mandated Lead Arranger will consult with the Owner in relation to the
      identity of such successor Facility
  Agent.

              


      

       

       

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

       

       

      
        	
                20.14

              	
                Relationship
      with Lenders

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent may treat each Lender as a Lender, entitled to payments
      under this Agreement and as acting through its Facility Office(s) unless
      it has received not less than five Business Days prior notice in writing
      from that Lender to the
contrary.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent may at any time, and must if requested to do so by the
      Majority Lenders, convene a meeting of the
  Lenders.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent must keep a record of all the Parties and supply any other
      Party with a copy of the record on request. The record will include each
      Lender’s Facility Office(s) and contact details for the purposes of this
      Agreement.

              


      

       

      
        	
                20.15

              	
                Notice
      period

              


      

       

      Where
this Agreement specifies a minimum period of notice to be given to the Facility
Agent, the Facility Agent may, at its discretion, accept a shorter notice
period.

       

      
        	
                21.

              	
                EVIDENCE
      AND CALCULATIONS

              


      

       

      
        	
                21.1

              	
                Accounts

              


      

       

      Accounts
maintained by the Facility Agent in connection with this Agreement are
conclusive (save for manifest error) evidence of the matters to which they
relate for the purpose of any litigation or arbitration
proceedings.

       

      
        	
                21.2

              	
                Certificates
      and determinations

              


      

       

      Any
certification or determination by a Finance Party of a rate or amount under the
Finance Documents will be, in the absence of manifest error, conclusive evidence
of the matters to which it relates.

       

      
        	
                21.3

              	
                Calculations

              


      

       

      Any
interest or fee accruing under this Agreement accrues from day to day and is
calculated on the basis of Clause 7.1(d) being
the actual number of days elapsed and a year of 360 days or otherwise, depending
on what the Facility Agent determines is market
practice.

       

      
        	
                22.

              	
                FEES

              


      

       

      
        	
                22.1

              	
                Commitment
      fee

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall pay to the Facility Agent for the account of each Lender a fee
      calculated at the rate of sixty basis points (60bps) per annum on the
      undrawn, uncancelled amount of the Maximum Facility Amount at such
      time.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      accrued commitment fee is payable to the Facility Agent quarterly in
      arrear on the last day of each Term, the first payment to be paid on the
      last day of the first Term.  Accrued commitment fee is also
      payable to the Facility Agent for a Lender on the date that Lender’s
      Commitment is cancelled or drawn in
full.

              


      

       

       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

       

      
        	
                22.2

              	
                Structuring
      fee

              


      

       

      The
Owner must pay to the Facility Agent for the account of the Joint Mandated Lead
Arrangers and the Bookrunner a structuring fee in the amount and manner agreed
in the respective Fee Letters between the Joint Mandated Lead Arrangers, the
Bookrunners and the Owner.

       

      
        	
                22.3

              	
                Agency
      and Security Trustee fee

              


      

       

      The
Owner must pay to the Administrative Parties for their respective own account an
agency and security trustee fee in the amount and manner agreed in the Fee
Letter between the Administrative Parties and the Owner.

       

      
        	
                22.4

              	
                Refund
      of fees

              


      

       

      The
fees referred to in this Clause 22 shall
not be refunded under any circumstances whatsoever once they have been
paid.

       

      
        	
                23.

              	
                INDEMNITIES
      AND BREAK COSTS

              


      

       

      
        	
                23.1

              	
                Currency
      indemnity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall, as an independent obligation, indemnify each Secured Party
      against any cost, loss or liability which that Secured Party or any of its
      Affiliates incurs as a consequence
of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Secured Party receiving an amount in respect of the Owner’s liability
      under the Finance Documents;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                that
      liability being converted into a claim, proof, judgment or
      order,

              


      

       

      
        	 	in a currency
      other than the currency in which the amount is expressed to be payable
      underthe relevant Finance
Document.


      

       

      
        	
                 
      

              	
                (b)

              	
                Unless
      otherwise required by law, the Owner waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      other than that in which it is expressed to be
    payable.

              


      

       

      
        	
                23.2

              	
                Other
      indemnities

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner shall, as an independent obligation, indemnify each Secured Party
      and any Affiliate against any cost, loss or liability which that Secured
      Party or any of its Affiliates incurs as a consequence
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      occurrence of any Event of
Default;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      failure by the Owner to pay any amount due under a Finance Document on its
      due date including any resulting from any distribution or redistribution
      of any amount among the Lenders under this
    Agreement;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                (other
      than by reason of gross negligence or default by that Finance Party) a
      Loan not being made after a Request has been delivered for that Loan;
      or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                a
      Loan (or part of a Loan) not being prepaid in accordance with this
      Agreement.

              


      

       

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

       

       

      The
liability of the Owner in each case includes any cost, loss or expense on
account offunds
borrowed, contracted for or utilised to fund any amount payable under any
Finance Document.

       

      
        	
                 
      

              	
                (b)

              	
                The
      Owner must indemnify against any cost, loss or liability incurred by any
      Administrative Party as a result
of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                investigating
      any event which that Administrative Party reasonably believes is a
      Default; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                acting
      or relying on any notice which that Administrative Party reasonably
      believes to be genuine, correct and appropriately
      authorised,

              


      

       

      (and
any such Administrative Party with such a belief must promptly notify the
FacilityAgent
of the same).

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner must promptly pay and discharge, or cause to be paid or discharged,
      upon the same becoming payable (and shall, if requested by a Secured
      Party, produce to that Secured Party evidence of the payment and discharge
      thereof) and indemnify on demand and keep indemnified each Secured Party
      and its Affiliates on a full indemnity basis against a claim against it
      by, or a liability to, a third party including, without limitation, in
      relation to any Taxes (other than any Taxes levied or assessed on net
      income, profits or gains) or any other Losses which relate to or arise out
      of or are in any way connected
to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      condition, testing, delivery, design, leasing, chartering, sub-chartering,
      construction, manufacture, purchase, acquisition, bailment, fitting out,
      sale, importation to or exportation from any country, registration,
      ownership, possession, management, control, inspection, surveying,
      engineering, contracting, installation, manning, provisioning, the
      provision of bunkers and lubricating oils, dry docking, use, operation,
      maintenance, repair, service, modification, overhaul, replacement,
      removal, performance, transportation, flag, navigation, certification,
      classification, nature, description, acceptance, insurance, refurbishment,
      conversion, change, alteration or laying-up of the Vessel or any part
      thereof or otherwise in connection with the Vessel including, without
      prejudice to the generality of the foregoing, any Losses arising from any
      pollution or other environmental damage caused by or emanating from the
      Vessel or caused by the Vessel becoming a wreck or an obstruction to
      navigation whether or not the Vessel (or any part thereof) is in
      possession or control of the Owner or the Manager or any other person and
      wherever the location;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      repossession, return, redelivery, storage, maintenance, protection,
      attempted sale, sale or other disposition of the Vessel following the
      termination of the chartering of the Vessel which, if carried out by the
      Facility Agent, Security Trustee or the Lenders, is carried out in
      accordance with the terms of the Finance
  Documents;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      complete or partial removal, decommissioning, disposal, making safe,
      destruction, abandonment or loss of the Vessel including any matter which
      the Vessel contains or has at any time
  contained;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      damage or loss to the Vessel irrespective of how
      caused;

              


      

       

       

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (v)

              	
                any
      Environmental Claim or any actual or alleged breach, contravention or
      violation of any Environmental Laws or Environmental Approvals in any way
      relating to the Vessel or the activities of any Environmental
      Affiliates;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                any
      design, article or material of the Vessel or relating thereto giving rise
      to any infringement (or alleged infringement) of any patent or other
      intellectual property rights;
or

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                the
      occupation, arrest, confiscation, requisition, theft, registration,
      compulsory acquisition, restraint of the Vessel or prevention thereof,
      seizure, taking in execution, impounding, forfeiture or detention of the
      Vessel, or in securing the release of the Vessel (including, without
      limitation, by the provision of or by procuring a guarantee, bond, cash
      deposit or other like
security).

              


      

       

      
        	
                23.3

              	
                Exclusions
      from Indemnities

              


      

       

      The
indemnities contained in this Clause 23 shall
not extend to any claim or liability of a Secured Party or its Affiliates to the
extent that such claim or liability:

       

      
        	
                 
      

              	
                (a)

              	
                arises
      from an act or omission on the part of that Secured Party or, as the case
      may be Affiliate which constitutes fraud, wilful misconduct or gross
      negligence on the part of such Secured Party or, as the case may be,
      Affiliate;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is
      caused by any failure on the part of that Secured Party to comply with any
      of its express obligations under any of the Finance Documents to which
      that Secured Party is a party (but excluding any such breach or failure
      that arises as a result of the failure of a party to such Finance Document
      (other than that Secured Party) duly and punctually to perform its express
      obligations);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                is
      one in respect of which that Secured Party or, as the case may be,
      Affiliate, is expressly and specifically indemnified and has received and
      is entitled to retain such indemnity under any other provision of the
      Finance Documents; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                is
      a cost or expense expressly borne by the Secured Parties under any Finance
      Document.

              


      

       

      
        	
                23.4

              	
                Break
      Costs

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner must pay to each Lender or, as the case may be, each Swap Bank, its
      Break Costs in accordance with this
  Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Break
      Costs are,
      subject to paragraphs (c) and (d), the amount (if any) determined by the
      relevant Lender by
which:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      interest which that Lender would have received for the period from the
      date of receipt of payment of any part of its share in a Loan or an
      overdue amount to the last day of the applicable Term for that Loan or
      overdue amount if the principal or overdue amount received had been paid
      on the last day of that
Term;

              


      

       

      exceeds

       

      
        	
                 
      

              	
                (ii)

              	
                the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount or overdue amount received by it on deposit
      with a leading bank in the London interbank market for a period starting
      on the Business Day following receipt and ending on the last day of the
      applicable Term.

              


      

       

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                Any
      prepayment of an Eksportfinans Loan shall, in place of the Break Costs
      referred to in paragraph (b) above for the Eksportfinans Lenders, include
      a prepayment fee equal to the amount by which (x) the sum of the present
      values, discounted from the scheduled dates, of the amounts of interest at
      the Eksportfinans Dollar CIRR which otherwise would have accrued on the
      prepaid principal amount to the Repayment Dates exceeds (y) the sum of the
      present values, discounted from the Repayment Dates of interest under this
      Agreement, of the amounts of interest which would have accrued on the
      prepaid principal amounts if interest were calculated at the Reinvestment
      Rate. For the avoidance of doubt, if the sum of the present values
      calculated under (x) is lower than the sum of the present values
      calculated under (y), no prepayment fee shall be payable by the Owner to
      the Eksportfinans Lenders or by the Eksportfinans Lenders to the
      Owner.

              


      

       

      For
the purpose of this paragraph (c), Reinvestment
Rate means
the average of the rates quoted on the prepayment date by each of the Reference
Banks as being the fixed rate they would pay against receipt of 3-month LIBOR
under an interest rate swap for an amount equal to the amount prepaid and with
the same final maturity and repayment profile as would have applied to the
Eksportfinans Loan had it not been prepaid.

       

      
        	
                 
      

              	
                (d)

              	
                In
      respect of a Swap Bank and a Swap Agreement, Break
      Costs are
      the amount (if any) determined by the relevant Swap Bank as being an
      amount equal to any Swap Termination Payment for that Swap
      Agreement.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Each
      Lender or, as the case may be, each Swap Bank must supply to the Owner a
      certificate showing the calculations in reasonable detail confirming the
      amount of any Break Costs claimed by it under this
      Clause.

              


      

       

      
        	
                24.

              	
                EXPENSES

              


      

       

      
        	
                24.1

              	
                Initial
      costs

              


      

       

      The
Owner must pay to each Secured Party the amount of all costs and expenses
(including legal fees, Technical Adviser’s fees, insurance, environmental and
Tax consultants’ fees) incurred by it in connection with the negotiation,
syndication (including any assignment or transfer of participation in any Loan
or Commitment to a new lender for the purposes of syndication or otherwise),
negotiation, preparation, printing, entry into, perfection and preservation of
the Finance Documents and matters incidental thereto.

       

      
        	
                24.2

              	
                Subsequent
      costs

              


      

       

      The
Owner must pay to each Secured Party the amount of all costs and expenses
(including legal fees) incurred by it in connection with:

       

      
        	
                 
      

              	
                (a)

              	
                the
      negotiation, preparation, printing and entry into of any Finance Document
      executed after the date of this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      amendment, waiver or consent requested by or on behalf of the Owner or
      specifically allowed by this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      provision by the Technical Adviser of all reports, confirmations and
      advice provided by it to the Finance Parties during the Pre-Delivery
      Period and on the Final Completion
Date.

              


      

       

       

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

       

       

      
        	
                24.3

              	
                Enforcement
      costs

              


      

       

      Following
an Event of Default, the Owner must pay to each Secured Party the amount of all
costs and expenses (including legal fees) incurred by it in connection with the
enforcement or attempted enforcement of, or the preservation or attempted
preservation of any rights under, any Finance Document.

       

      
        	
                25.

              	
                WAIVER
      OF CONSEQUENTIAL DAMAGES

              


      

       

      In
no event shall any Secured Party be liable on any basis of liability for any
special, indirect, consequential or punitive damages and the Owner hereby
waives, releases and agrees (for itself and on behalf of its Holding Companies)
not to sue upon any such claim for any such damages, unless caused by the fraud,
gross negligence or wilful default of the relevant Secured Party in performance
of any of its obligations under this Agreement or any of the Finance
Documents.

       

      
        	
                26.

              	
                AMENDMENTS
      AND WAIVERS

              


      

       

      
        	
                26.1

              	
                Procedure

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided in this Clause 26,
      no term of the Finance Documents may be amended or waived without the
      agreement of the Owner and the Facility Agent.  The Facility
      Agent (acting on the instructions of the Majority Lenders, or otherwise in
      accordance with the relevant Finance Documents) may effect, on behalf of
      any Finance Party, an amendment or waiver allowed under this
      Clause.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Facility Agent must promptly notify the other Parties and each Swap Bank
      of any amendment or waiver effected by it under paragraph (a)
      above.  Any
      such amendment or waiver is binding on all the
      Parties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner shall not be concerned or have any responsibility to ensure that the
      Facility Agent has received any necessary authorisation or consent from
      the Lenders, and may rely on the agreement of the Facility Agent
      above.

              


      

       

      
        	
                26.2

              	
                Exceptions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                An
      amendment or waiver which relates
to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      definition of Majority Lenders in Clause 1.1 (Definitions);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                an
      extension of the date of payment of any amount to a Lender under the
      Finance Documents;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      reduction in the amount of any payment of principal, interest, fee or
      other amount payable to a Lender under the Finance
      Documents;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                an
      increase in, or an extension of, a Commitment or the Total
      Commitments;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a
      release of the Owner other than in accordance with the terms of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                a
      release of any Security Document other than in accordance with the terms
      of this Agreement;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                a
      term of a Finance Document which expressly requires the consent of each
      Lender;

              


      

       

       

      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

       

       

      
        	 	
                (viii)

              	
                the
      right of a Lender to assign or transfer its rights or obligations under
      the Finance Documents;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                the
      ranking or subordination provided for in the
  DPP;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                any
      assignment or transfer by the Owner pursuant to
      Clause  27.1 (Assignments
      and transfers by the Owner);

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                Clause
      2.4 (Nature
      of a Finance Party’s rights and obligations);
      or

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                this
      Clause,

              


      

       

      
        	 	
                may
      only be made with the consent of all the Lenders.  An amendment
      or waiver which relates to the rights and/or obligations of an
      Administrative Party may only be made with theconsent of that
      Administrative Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                An
      amendment or waiver which relates to a reduction in the Applicable Margin
      in respect of the Eksportfinans Loans during the Pre-Completion Period or
      the Post-Completion Eksportfinans Interest Rate may only be made with the
      consent of all the Eksportfinans Lenders and the
    Owner.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                An
      amendment or waiver which relates to a reduction in LIBOR or the
      Applicable Margin in respect of the KEXIM Loans may only be made with the
      consent of all the KEXIM Lenders and the
  Owner.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                An
      amendment or waiver which relates to a reduction in the Applicable Margin
      in respect of the Commercial Loans may only be made with the consent of
      all the Commercial Lenders and the
Owner.

              


      

       

      
        	
                 
      

              	
                (E)

              	
                A
      Fee Letter may be amended or waived with the agreement of each
      Administrative Party or, as the case may be, Mandated Lead Arranger that
      is party to that Fee Letter and the
  Owner.

              


      

       

      
        	
                26.3

              	
                Change
      of currency

              


      

       

      If
a change in any currency of a country occurs (including where there is more than
one currency or currency unit recognised at the same time as the lawful currency
of a country), the Finance Documents will be amended to the extent the Facility
Agent (acting reasonably and on the instructions of the Majority Lenders and
after consultation with the Owner) determines is necessary to reflect the
change.

       

      
        	
                26.4

              	
                Waivers
      and remedies cumulative

              


      

       

      The
rights of each Secured Party under the Finance Documents:

       

      
        	
                 
      

              	
                (a)

              	
                may
      be exercised as often as
necessary;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                are
      cumulative and not exclusive of its rights under the general law;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                may
      be waived only in writing and
  specifically.

              


      

       

      Delay
in exercising or non-exercise of any right is not a waiver of that
right.

       

       

      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

       

       

      
        	
                27.

              	
                CHANGES
      TO THE PARTIES

              


      

       

      
        	
                27.1

              	
                Assignments
      and transfers by the Owner

              


      

       

      The
Owner may not assign or transfer any its rights and obligations under the
Finance Documents without the prior consent of the Facility Agent (acting on the
instructions of all of the Lenders).

       

      
        	
                27.2

              	
                Assignments
      and transfers by Lenders

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to Clause 27.5 but
      without further cost to the Owner, a Lender (the Existing
      Lender)
      may at any time assign or transfer (including by way of novation) any of
      its rights and obligations under this Agreement to any other bank or other
      financial institution or other entity which is regularly engaged in or
      established for the purpose of making, issuing, purchasing or investing in
      loans, securities and other financial assets (the New
      Lender).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      Eksportfinans Lender may at any time assign or transfer (including by way
      of novation) any of its rights and obligations under this Agreement to
      GIEK.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Facility Agent is not obliged to execute a Transfer Certificate until it
      has completed all know your customer requirements to its satisfaction. The
      Facility Agent must promptly notify the Existing Lender and the New Lender
      if there are any such
requirements.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      transfer of obligations will be effective only if  the
      obligations are novated in accordance with the following provisions of
      this Clause 27.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                On
      the transfer becoming effective in this manner, the relevant Lender will
      be released from its obligations under this Agreement to the extent that
      they are transferred to the New
Lender.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Any
      reference in the Finance Documents to a Lender includes a New Lender but
      excludes a Lender if no amount is or may be owed to or by it under the
      Finance Documents.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                The
      New Lender shall pay a transfer fee of US$5,000 to the Facility Agent
      immediately following any transfer under and in accordance with the
      provisions of this Clause 27.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Each
      Lender agrees not to effect any assignment or transfer under this Clause
      27 without
      simultaneously effecting a pro rata assignment or transfer of its
      equivalent rights and/or obligations under the Sister Loan
      Agreement.

              


      

       

      
        	
                27.3

              	
                Procedure
      for transfer by way of
novations

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      this Clause 27.3:

              


      

       

      Transfer
Date means,
for a Transfer Certificate, the later of:

       

      
        	
                 
      

              	
                (i)

              	
                the
      proposed Transfer Date specified in that Transfer Certificate;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      date on which the Facility Agent executes that Transfer
      Certificate.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      novation is effected if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Existing Lender and the New Lender deliver to the Facility Agent a duly
      completed Transfer Certificate;
and

              


      

       

       

      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Facility Agent executes it.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                On
      the Transfer Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      New Lender will assume the rights and obligations of the Existing Lender
      expressed to be the subject of the novation in the Transfer Certificate in
      substitution for the Lender;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Existing Lender will be released from those obligations and cease to have
      those rights.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Each
      Party (other than the Existing Lender and the New Lender) irrevocably
      authorises the Facility Agent to execute any duly completed Transfer
      Certificate on its behalf.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Facility Agent must, as soon as reasonably practicable after it has
      executed a Transfer Certificate, send to the Owner a copy of that Transfer
      Certificate.

              


      

       

      
        	
                27.4

              	
                Limitation
      of responsibility of Existing
Lender

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      financial condition of the Owner or any other Project Party;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      legality, validity, effectiveness, completeness, accuracy, adequacy,
      enforceability or performance
of:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                any
      Finance Document or any other
document;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      statement or information (whether written or oral) made in or supplied in
      connection with any Finance Document;
or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      observance by the Owner or the Sponsor of its obligations under any
      Finance Document or any other
documents,

              


      

       

      and
any representations or warranties implied by law are
excluded.

       

      
        	
                 
      

              	
                (b)

              	
                Each
      New Lender confirms to the Existing Lender that
  it:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                has
      made, and will continue to make, its own independent appraisal of all
      risks arising under or in connection with the Finance Documents (including
      the financial condition and affairs of the Owner and its related entities,
      or any other Project Party and the nature and extent of any recourse
      against any Party or any other Project Party or its or their assets) in
      connection with its participation in this Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                has
      not relied exclusively on any information supplied to it by the Existing
      Lender in connection with any Finance
  Document.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Nothing
      in any Finance Document requires an Existing Lender
    to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 27;
      or

              


      

       

       

      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                support
      any losses incurred by the New Lender by reason of the non-performance by
      the Owner of its obligations under any Finance Document or
      otherwise.

              


      

       

      
        	
                27.5

              	
                Costs
      resulting from change of Lender or Facility
  Office

              


      

       

      If:

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                as
      a result of circumstances existing at the date of the assignment, transfer
      or change occurs, the Owner would be obliged to pay a Tax Payment or an
      Increased Cost,

              


      

       

      then,
unless the assignment, transfer or change is made by a Lender to mitigate any
circumstances giving rise to a Tax Payment, Increased Cost or a right to be
prepaid and/or cancelled by reason of illegality, the Owner need only pay that
Tax Payment or Increased Cost to the same extent that it would have been obliged
to if no assignment, transfer or change had occurred.

       

      
        	
                27.6

              	
                Changes
      to the Reference Banks

              


      

       

      If
a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
it is an Affiliate) ceases to be a Lender, the Facility Agent must (in
consultation with the Owner) appoint another Lender or an Affiliate of a Lender
to replace that Reference Bank in consultation with the
Owner.

       

      
        	
                28.

              	
                DISCLOSURE
      OF INFORMATION

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      Finance Party must keep confidential any information supplied to it by or
      on behalf of the Owner in connection with the Finance
      Documents.  However, a Finance Party is entitled to disclose
      information:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                which
      is publicly available, other than as a result of a breach by that Finance
      Party of this Clause 28;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      connection with any legal or arbitration
    proceedings;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      required to do so under any Applicable
  Law;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                to
      a governmental, banking, taxation or other regulatory
      authority;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                to
      its professional advisers;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                to
      the extent allowed under paragraph (b)
      below;
      or

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                with
      the agreement of the Owner.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Finance Party may disclose to an Affiliate or any person with whom it may
      enter, or has entered into, any kind of transfer, participation or other
      agreement in relation to this Agreement (a participant):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      copy of any Finance Document;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      information which that Finance Party has acquired under or in connection
      with any Finance Document.

              


      

       

       

      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

       

       

      However,
before a participant may receive any confidential information, it must agree
withthe
relevant Finance Party (for the benefit of each Finance Party and the Owner) to
keep that information confidential on the terms of paragraph (a)
above.

       

      
        	
                 
      

              	
                (c)

              	
                This
      Clause 28 supersedes
      any previous confidentiality undertaking given by a Finance Party in
      connection with this Agreement prior to it becoming a
      Party.

              


      

       

      
        	
                29.

              	
                SET-OFF

              


      

       

      A
Finance Party may set off any matured obligation owed to it by the Owner under
the Finance Documents against any obligation (whether or not matured) owed by
that Finance Party to the Owner, regardless of the place of payment, booking
branch or currency of either obligation.  If the obligations are in
different currencies, that Finance Party may convert either obligation at a
market rate of exchange in its usual course of business for the purpose of the
set-off.

       

      
        	
                30.

              	
                PRO
      RATA SHARING

              


      

       

      
        	
                30.1

              	
                Redistribution

              


      

       

      If
any amount owing by the Owner under this Agreement to a Finance Party (the
recovering
Finance Party)
is discharged by payment, set-off or any other manner other than through the
Facility Agent under this Agreement (a recovery),
then:

       

      
        	
                 
      

              	
                (a)

              	
                the
      recovering Finance Party must, within three Business Days, supply details
      of the recovery to the Facility
Agent;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Facility Agent must calculate whether the recovery is in excess of the
      amount which the recovering Finance Party would have received if the
      recovery had been received by the Facility Agent under this Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      recovering Finance Party must pay to the Facility Agent an amount equal to
      such excess (the redistribution).

              


      

       

      
        	
                30.2

              	
                Effect
      of redistribution

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Facility Agent must treat a redistribution as if it were a payment by the
      Owner under this Agreement and distribute it among the Finance Parties,
      other than the recovering Finance Party,
    accordingly.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                When
      the Facility Agent makes a distribution under paragraph (a)
      above,
      the recovering Finance Party will be subrogated to the rights of the
      Lenders which have shared in that
      redistribution.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      and to the extent that the recovering Finance Party is not able to rely on
      any rights of subrogation under paragraph (b)
      above,
      the Owner will owe the recovering Finance Party a debt which is equal to
      the redistribution, immediately payable and of the type originally
      discharged.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      recovering Finance Party must subsequently return a recovery, or an amount
      measured by reference to a recovery, to the Owner;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      recovering Finance Party has paid a redistribution in relation to that
      recovery,

              


      

       

       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

       

       

      each
Finance Party must reimburse the recovering Finance Party all or the appropriate
portion of the redistribution paid to that Finance Party, together with interest
for the period while it held the re-distribution.  In this event, the
subrogation in paragraph (b)
above will
operate in reverse to the extent of the
reimbursement.

       

      
        	
                30.3

              	
                Exceptions

              


      

       

      Notwithstanding
any other term of this Clause 30,
a recovering Finance Party need not pay a redistribution to the extent
that:

       

      
        	
                 
      

              	
                (a)

              	
                it
      would not, after the payment, have a valid claim against the Owner in the
      amount of the redistribution;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      would be sharing with another Lender any amount which the recovering
      Finance Party has received or recovered as a result of legal or
      arbitration proceedings,
where:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      recovering Finance Party notified the Facility Agent of those proceedings;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      other Finance Party had an opportunity to participate in those proceedings
      but did not do so or did not take separate legal or arbitration
      proceedings as soon as reasonably practicable after receiving notice of
      them.

              


      

       

      
        	
                31.

              	
                SEVERABILITY

              


      

       

      If
a term of a Finance Document is or becomes illegal, invalid or unenforceable in
any respect under any jurisdiction, that will not affect:

       

      
        	
                 
      

              	
                (a)

              	
                the
      legality, validity or enforceability in that jurisdiction of any other
      term of the Finance Documents;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      legality, validity or enforceability in other jurisdictions of that or any
      other term of the Finance
Documents.

              


      

       

      
        	
                32.

              	
                COUNTERPARTS

              


      

       

      Each
Finance Document may be executed in any number of counterparts.  This
has the same effect as if the signatures on the counterparts were on a single
copy of the Finance Document.

       

      
        	
                33.

              	
                NOTICES

              


      

       

      
        	
                33.1

              	
                In
      writing

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      communication in connection with a Finance Document must be in writing
      and, unless otherwise stated, may be
  given:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      person, by post or fax; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      the extent agreed by the Parties making and receiving the communication,
      by e-mail or other electronic
  communication.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      the purpose of the Finance Documents, an electronic communication will be
      treated as being in writing.

              


      

       

       

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                Unless
      it is agreed to the contrary, any consent or agreement required under a
      Finance Document must be given in
  writing.

              


      

       

      
        	
                33.2

              	
                Contact
      details

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided below, the contact details of each Party for all
      communications in connection with the Finance Documents are those notified
      by that Party for this purpose to the Facility Agent on or before the date
      it becomes a Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      contact details of the Owner for this purpose
  are:

              


      

       

      Address:           c/o
Cardiff Marine Inc.

      80
Kifissias Avenue

      GR-151
25 Amaroussion

      Greece

       

      Fax
number:      +30
2108090275

      Attention:          Mr.
Aristidis Ioannidis

       

      
        	
                 
      

              	
                (c)

              	
                The
      contact details of the Facility Agent for this purpose
      are:

              


      

       

      Address:           2,
Boulevard Konrad Adenauer

       L-
1115 Luxembourg

       

      Fax
number:      +352
421 22659/552

      E-mail:              banu.ozkutan@db.com
/ franz-josef.ewerhardy@db.com

      Attention:          Banu
Ozkutan /

      Franz-Josef
Ewerhardy, International Loans and Agency Services

       

      
        	
                 
      

              	
                (d)

              	
                The
      contact details of the Security Trustee for this purpose
      are:

              


      

       

      Address:           c/o
Deutsche Bank Luxembourg S.A.

      2,
Boulevard Konrad Adenauer

      L-
1115 Luxembourg

       

      Fax
number:      +352
421 22659/552

      E-mail:              banu.ozkutan@db.com
/ franz-josef.ewerhardy@db.com

      Attention:          Banu
Ozkutan /

      Franz-Josef
Ewerhardy, International Loans and Agency Services

       

      
        	
                 
      

              	
                (e)

              	
                A
      Party may change its contact details by giving five Business Days’ notice
      to the Facility Agent or (in the case of the Facility Agent) to the other
      Parties.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Where
      a Party nominates a particular department or officer to receive a
      communication, a communication will not be effective if it fails to
      specify that department or
officer.

              


      

       

      
        	
                33.3

              	
                Effectiveness

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided below, any communication in connection with a Finance Document
      will be deemed to be given as
follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      delivered in person, at the time of
  delivery;

              


      

       

       

      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                if
      posted, five days after being deposited in the post, postage prepaid, in a
      correctly addressed envelope;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      by fax, when received in legible
form.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      communication given under paragraph (a)
      above but
      received on a non-working day or after business hours in the place of
      receipt will only be deemed to be given on the next working day in that
      place.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                A
      communication to the Facility Agent will only be effective on actual
      receipt by it.

              


      

       

      
        	
                33.4

              	
                The
      Owner

              


      

       

      All
communications under the Finance Documents to or from the Owner must be sent
through the Facility Agent.

       

      
        	
                33.5

              	
                Entire
      Agreement

              


      

       

      This
Agreement and the other Finance Documents entered into pursuant to this
Agreement contain the whole agreement between the parties relating to the
transactions contemplated by this Agreement and supersede all previous
agreements between the parties relating to such
transactions.

       

      
        	
                34.

              	
                LANGUAGE

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      notice given in connection with a Finance Document must be in
      English.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      other document provided in connection with a Finance Document must
      be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      English; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                (unless
      the Facility Agent otherwise agrees) accompanied by a certified English
      translation.  In this case, the English translation prevails
      unless the document is a statutory or other official
      document.

              


      

       

      
        	
                35.

              	
                GOVERNING
      LAW

              


      

       

      This
Agreement is governed by English law.

       

      
        	
                36.

              	
                ENFORCEMENT

              


      

       

      
        	
                36.1

              	
                Jurisdiction

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      English courts have jurisdiction to settle any dispute in connection with
      any Finance Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      English courts are the most appropriate and convenient courts to settle
      any such dispute in connection with any Finance Document. The Owner agrees
      not to argue to the contrary and waives objection to those courts on the
      grounds of inconvenient forum or otherwise in relation to proceedings in
      connection with any Finance
Document.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                This
      Clause 36 is
      for the benefit of the Lenders and the Administrative Parties
      only.  To the extent allowed by law, the Lenders and the
      Administrative Parties may
take:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                proceedings
      in any other court; and

              


      

       

       

      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      

       

       

      
        	
                  

              	
                (ii)

              	
                concurrent
      proceedings in any number of
  jurisdictions.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                References
      in this Clause to a dispute in connection with a Finance Document include
      any dispute as to the existence, validity or termination of that Finance
      Document.

              


      

       

      
        	
                36.2

              	
                Service
      of process

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Owner irrevocably appoints Ince Process Agents Ltd of International House,
      5th Floor, 1st Katherine’s Way, London, E1W 1AY (attn: Mr. Michael
      Volikas) as its agent under the Finance Documents for service of process
      in any proceedings before the English courts in connection with any
      Finance Document.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      any person appointed as process agent under this Clause is unable for any
      reason to act as agent for service of process, the Owner must forthwith
      (and in any event within five (5) days of the event taking place) appoint
      another agent on terms acceptable to the Facility Agent (acting
      reasonably). Failing this, the Facility Agent may appoint another process
      agent for this purpose.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Owner agrees that failure by a process agent to notify it of any process
      will not invalidate the relevant
  proceedings.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                This
      Clause 36 does
      not affect any other method of service allowed by
      law.

              


      

       

      
        	
                36.3

              	
                Waiver
      of immunity

              


      

       

      The
Owner irrevocably and unconditionally:

       

      
        	
                 
      

              	
                (a)

              	
                agrees
      not to claim any immunity from proceedings brought by a Finance Party
      against it in relation to a Finance Document and to ensure that no such
      claim is made on its behalf;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                consents
      generally to the giving of any relief or the issue of any process in
      connection with those proceedings;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                waives
      all rights of immunity in respect of it or its
    assets.

              


      

       

      THIS
AGREEMENT has been entered into on
the date stated at the beginning of this
Agreement.


      
        
           


        

        
          111

          
            

          

        

        
           


        

      


       

      SCHEDULE 1

       

      ORIGINAL
LENDERS

      


      
        	
                Name of Original
      Lender

              	
                Commitments

                 

              
	
                Eksportfinans

                Commitments
      (US$)

              	
                KEXIM 
Commitments
      (US$)

              	
                Commercial

                Commitments
      (US$)

              
	 	 	 	 
	
                Eksportfinans
      Lenders:

              	 
      	 
      	 
      
	
                 

                 

              	 	 	 
	
                Eksportfinans
      ASA

              	
                250,000,000

              	 
      	 
      
	
                 
      

                 

              	 
      	 
      	 
      
	
                KEXIM
    Lenders

              	 
      	 
      	 
      
	
                 

                 

              	 	 	 
	
                Export – Import Bank of
      Korea

              	 
      	
                150,000,000

              	 
      
	
                 

                 

              	 	 	 
	
                Dexia Crédit Local, New York
      Branch

              	 
      	
                37,500,000

              	 
      
	
                 

                 

              	 	 	 
	
                Deutsche Bank AG, London
      Branch

              	 
      	
                12,500,000

              	 
      
	
                 

                 

              	 	 	 
	
                Commercial
      Lenders:

              	 
      	 
      	 
      
	
                 

                 

              	 	 	 
	
                Deutsche Bank AG, London
      Branch

              	 
      	 
      	
                82,500,000

              
	
                 

                 

              	 	 	 
	
                Dexia Crédit Local, New York
      Branch

              	 
      	 
      	
                30,000,000

              


      

      



      
        
           


        

        
          112

          
            

          

        

        
           


        

      


       

      SCHEDULE 2

       

      CONDITIONS PRECEDENT

       

      PART 1

       

      INCIDENTAL COSTS
LOAN

       

      
        	
                1.

              	
                An up to date certificate of
      goodstanding of the Owner, the Parent, the Parent Shareholder and the
      Sponsor dated no more than two Business Days prior to the first
      Utilisation Date and a certified copy of the certificate of incorporation
      and constitutional documents of
each.

              


      

       

      
        	
                2.

              	
                A certified copy of a resolution
      of the board of directors of the Owner, the Parent, the Parent Shareholder
      and the Sponsor:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                approving the terms of, and the
      transactions contemplated by, each Finance Document to which it is a party
      and resolving that it executes each such Finance Document then to be
      executed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                authorising a specified person or
      persons to execute each Finance Document on its behalf to which it is a
      party, then to be executed;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                authorising a specified person or
      persons, on its behalf, to sign and/or despatch all other documents and
      notices to be signed and/or despatched by it under or in connection with
      each Finance Document then to be
  executed.

              


      

       

      
        	
                3.

              	
                A specimen of the signature of
      each person authorised by the resolutions referred to in 2
  above.

              


      

       

      
        	
                4.

              	
                An original of each of the
      following documents, notarised, legalised and/or apostilled as necessary,
      duly executed by the parties to
it:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                each Finance Document (save for
      those Finance Documents listed in paragraph 8 of Part 2 of this Schedule,
      paragraph 9 of Part 3 of this Schedule and in paragraphs 2 and 13 of
      Part 5 of this Schedule) including each
      Swap Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each Sister Finance Document (save
      for those Sister Finance Documents listed in paragraph 8 of schedule 2,
      part 2 of the Sister Loan Agreement, paragraph 9 of schedule 2, part 3 of
      the Sister Loan Agreement and paragraphs 2 and 13 of schedule 2, part 5 of
      the Sister Loan Agreement);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the GIEK Guarantee issued in
      favour of the Eksportfinans Lenders;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any mandate or similar document,
      to be entered into by the Owner with the Account
    Bank.

              


      

       

      
        	
                5.

              	
                A certified copy of each Related
      Contract (other than any Drilling Charter, Charterer Parent Guarantee, the
      Management Agreement and Obligatory
  Insurances).

              


      

       

      
        	
                6.

              	
                Duly executed originals (or, if
      originals are not available, fax/pdf copies with originals to follow as
      soon as possible and in any event within five (5) Business Days) of all
      notices of assignment required to be served under each Security Document
      and duly executed originals (or, if originals are not available, fax/pdf
      copies with originals to follow as soon as possible and in any event
      within one (1) month) of the acknowledgements thereof (but not including
      the notices and acknowledgements to be served under the Charter Assignment
      or the Delivery General Assignment), notarised, legalised and/or
      apostilled, as required.

              


      

       

       

      
        
          
          

        

        
          113

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.

              	
                A letter from Ince Process Agents
      Ltd., agreeing to its appointment as process agent for the Owner and the
      Sponsor under the Finance
Documents.

              


      

       

      
        	
                8.

              	
                A legal opinion of Allen &
      Overy LLP, London, English legal advisers to the Lenders, addressed to the
      Facility Agent as agent for and on behalf of itself and the
      Lenders.

              


      

       

      
        	
                9.

              	
                A legal opinion of Woo, Yun, Kang,
      Jeong Han, Korean legal advisers to the Lenders, addressed to the Facility
      Agent as agent for and on behalf of itself and the
      Lenders.

              


      

       

      
        	
                10.

              	
                A legal opinion of Seward &
      Kissel LLP, Marshall Islands legal advisers to the Lenders, addressed to
      the Facility Agent as agent for and on behalf of itself and the
      Lenders.

              


      

       

      
        	
                11.

              	
                A legal opinion of Pologiorgis,
      Babalis, Panselinos, Troullinos, Mavrou Law Offices, Greek legal advisers
      to the Lenders, addressed to the Facility Agent as agent for and on behalf
      of itself and the Lenders.

              


      

       

      
        	
                12.

              	
                Evidence that all fees (including
      all fees payable on or at the first Utilisation Date under the Fee Letters
      and legal costs) and reasonable out-of-pocket expenses then due and
      payable from the Owner under the Finance Documents have been or will be
      paid by the first Utilisation Date or other drawdown as part of the
      Incidental Costs Loan.

              


      

       

      
        	
                13.

              	
                Evidence that each Account has
      been opened in accordance with the Finance
    Documents.

              


      

       

      
        	
                14.

              	
                Detailed construction, operating
      and maintenance cost budget, the total Vessel capex plan including the
      construction schedule, and pro-forma financial projections prepared by the
      Owner with respect to the project the subject of the Related Contracts in
      form and substance satisfactory to the
  Lenders.

              


      

       

      
        	
                15.

              	
                Opinion and report by Marsh that
      all Construction Insurances are in acceptable form and amount and placed
      with acceptable underwriters, and such opinion, report and insurance is
      acceptable to the Facility
Agent.

              


      

       

      
        	
                16.

              	
                Confirmation from the Builder that
      the Owner has paid it in aggregate an amount equal to at least the Initial
      Equity Contribution and confirmation from the Account Bank or, as the case
      may be, the Equity Account Bank that the Owner has
      paid:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution
      into the Proceeds Account;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Equity Collateral to be paid
      under the terms of this Agreement on or by the Incidental Costs Loan
      Utilisation Date into the Equity
Account.

              


      

       

      
        	
                17.

              	
                Certified copy of the Sponsor’s
      audited annual financial statements for the year ended 31 December
      2007.

              


      

       

      
        	
                18.

              	
                Evidence that all Transaction
      Authorisations required by the Owner or Sponsor to perform its obligations
      under the Transaction Documents have been obtained or will, at the
      appropriate time, be
obtained.

              


      

       

      
        	
                19.

              	
                Certificate from the Owner
      confirming that there are no material disputes with the Builder and
      confirmation from the same that there have been no amendments or
      variations to the Shipbuilding Contract or the Other Shipbuilding Contract
      other than amendments disclosed and agreed in writing prior to the date
      hereof or permitted under the terms of this
    Agreement.

              


      

       

       

      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      

       

       

      
        	
                20.

              	
                Confirmation from the Lenders that
      they have satisfied their “know your customer” requirements in respect of
      the relevant parties to the Transaction
  Documents.

              


      

       

      
        	
                21.

              	
                Confirmation from the Sponsor that
      as far as it is aware there has been no material adverse change in the
      prospects of the Owner or the operations or financial condition of the
      Owner, the Manager (if an Affiliate of the Sponsor) or the Sponsor
      as from the date of
      this Agreement.

              


      

       

      
        	
                22.

              	
                A copy of any and all invoices
      issued by the Builder in relation to any Instalments payable by the Owner
      on or before the Incidental Costs Loan Utilisation
      Date.

              


      

       

      
        	
                23.

              	
                Original Share Certificates of
      each of the Owner and the Parent in relation to the Share
      Charge.

              


      

       

      
        	
                24.

              	
                Executed blank share transfer
      forms in relation to the Share
Charge.

              


      

       

      
        	
                25.

              	
                Confirmation, if applicable, that
      in the circumstances referred to in Clause 18.1 (Events of Default), following an event of
      insolvency in respect of the Builder, a replacement builder has been
      agreed by the Finance Parties and the Owner within three months of the
      date of such insolvency
event.

              


      

       

      
        	
                26.

              	
                A legal opinion of Allen &
      Overy LLP, English legal advisers to GIEK, addressed to Eksportfinans and
      concerning certain provisions of the GIEK
  Guarantee.

              


      

       

      
        	
                27.

              	
                Completion of each Lender’s legal,
      technical, environmental, financial, tax and insurance due diligence with
      regard to the project, including, among others, review of all Related
      Contracts and receipt of appropriate internal credit approvals by such
      Lender.

              


      

       

      
        	
                28.

              	
                Receipt by the Kexim Lenders of
      the Kexim Guarantee and evidence that any special conditions required by
      Kexim in connection with the Facility have been
  met.

              


      

       

      
        	
                29.

              	
                A duly signed syndication letter
      between GIEK, Deutsche Bank AG, London Branch and Dexia Crédit Local, New
      York Branch.

              


      

       

      In this Schedule 1 “certified copy”
means a copy certified by an officer of the Owner as being true, complete and up
to date.


      
        
           


        

        
          115

          
            

          

        

        
           


        

      


       

      PART 2

       

      INSTALMENT LOAN 1

       

      
        	
                1.

              	
                Refresh certificates, update
      report or, as the case may be confirmation and satisfactory evidence of
      continued compliance with the conditions precedent referred to in
      Part 1 of this Schedule at paragraphs
      1, 2, 3, 18, 19, and 21.

              


      

       

      
        	
                2.

              	
                Receipt of updated budgets and
      financial projections referred to in Part 1 of this Schedule at paragraph
      14.

              


      

       

      
        	
                3.

              	
                Confirmation from the Account Bank
      that the Owner has deposited in the Proceeds
    Account:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant Equity Contribution
      required under Clause 12.2(a)(i)(B) in respect of the Instalment Loan
      1.

              


      

       

      
        	
                4.

              	
                A certified copy of the invoice
      issued by the Builder in relation to the Instalment payable by the Owner
      on the Instalment Loan 1 Utilisation
  Date.

              


      

       

      
        	
                5.

              	
                Confirmation, if applicable, that
      in the circumstances referred to in Clause 18.1 (Events of Default), following an event of
      insolvency in respect of the Builder, a replacement builder has been
      agreed by the Finance Parties and the Owner within three months of the
      date of such insolvency
event.

              


      

       

      
        	
                6.

              	
                Evidence from the Equity Account
      Bank that the sum of U.S.$90,000,000 has been placed in the Equity Account
      in accordance with Clause 12.2(a)(iii)(B).

              


      

       

      
        	
                7.

              	
                A certified copy of the Management
      Agreement.

              


      

       

      
        	
                8.

              	
                An original of the Management
      Agreement Assignment, notarised, legalised and/or apostillised as
      necessary, duly executed by the parties to it together with duly executed
      originals (or, if originals are not available, fax/pdf copies with
      originals to follow as soon as possible and in any event within five (5)
      Business Days) of the notice of assignment to the Manager and a duly
      executed original (or, if originals are not available, fax/pdf copies with
      originals to follows as soon as possible and in any event within one (1)
      month) of the acknowledgement from the Manager, notarised, legalised
      and/or apostillised, as
required.

              


      

       

      
        	
                9.

              	
                A legal opinion of Simonsen
      Advokatfirma, Norwegian legal advisers to the Lenders, addressed to the
      Facility Agent as agent for and on behalf of itself and the
      Lenders.

              


      

       

      
        	
                10.

              	
                A legal opinion of Allen &
      Overy LLP, London, English legal advisers to the Lenders, addressed to the
      Facility Agent as agent for and on behalf of itself and the
      Lenders.

              


      


      
        
           


        

        
          116

          
            

          

        

        
           


        

      


       

      PART 3

       

      INSTALMENT LOAN 2

       

      
        	
                1.

              	
                Refresh certificates or, as the
      case may be confirmation and satisfactory evidence of continued compliance
      with the conditions precedent referred to in Part 1 of this Schedule at paragraphs
      1, 2, 3, 18, 19, and 21.

              


      

       

      
        	
                2.

              	
                Receipt of updated budgets and
      financial projections referred to in Part 1 of this Schedule at paragraph
      14, and certificate from the
      Classification Society verifying that the construction milestones for the
      Instalment Loan 2 Utilisation Date specified under Clause 16.29 (Construction
      Milestones) has been
      met.

              


      

       

      
        	
                3.

              	
                Confirmation from the Account Bank
      that the Owner has deposited in the Proceeds
    Account:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant Equity Contribution
      required under Clause 12.2(a)(i)(B), in respect of the Instalment
      Loan 2.

              


      

       

      
        	
                4.

              	
                Confirmation, if applicable, that
      in the circumstances referred to in Clause 18.1 (Events of Default), following an event of
      insolvency in respect of the Builder, a replacement builder has been
      agreed by the Finance Parties and the Owner within three months of the
      date of such insolvency
event.

              


      

       

      
        	
                5.

              	
                Evidence that a Drilling Charter
      and a Sister Drilling Charter have been entered into under and in
      accordance with Clause 16.22 (Charters)

              


      

       

      
        	
                6.

              	
                A certified copy of the invoice
      issued by the Builder in relation to the Instalment payable by the Owner
      on the Instalment Loan 2 Utilisation
  Date.

              


      

       

      
        	
                7.

              	
                If a Drilling Charter has been
      entered into evidence from the Equity Account Bank that the required
      Equity Collateral has been placed in the Equity Account in accordance with
      Clause 12.2(a)(iii)(C).

              


      

       

      
        	
                8.

              	
                If a Drilling Charter has been
      entered into, evidence from the Account Bank that the amount of
      US$25,000,000 has been paid into the Debt Service Reserve Account in
      accordance with Clause 12.8(a).

              


      

       

      
        	
                9.

              	
                If a Drilling Charter has been
      entered into, an original of each of the following documents, notarised,
      legalised and/or apostilled as necessary, duly executed by the parties to
      it:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the Charterer Direct
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Charter Assignment together
      with any notices; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the Charterer Parent Guarantee (if
      any).

              


      

       


      
        
           


        

        
          117

          
            

          

        

        
           


        

      


       

      PART 4

       

      INSTALMENT LOAN 3

       

      
        	
                1.

              	
                Refresh certificates or, as the
      case may be confirmation and satisfactory evidence of continued compliance
      with the conditions precedent referred to in Part 1 of this Schedule at paragraphs
      1, 2, 3, 18, 19, and 21.

              


      

       

      
        	
                2.

              	
                Receipt of updated budgets and
      financial projections referred to in Part 1 of this Schedule at paragraph
      14 and a certificate from the
      Classification Society verifying that the construction milestones for the
      Instalment Loan 3 Utilisation Date specified under Clause 16.29 (Construction
      Milestones) has been
      met.

              


      

       

      
        	
                3.

              	
                Confirmation from the Account Bank
      that the Owner has deposited in the Proceeds
    Account:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant Equity Contribution
      required under Clause 12.2(a)(i)(B), in respect of the Instalment
      Loan 3.

              


      

       

      
        	
                4.

              	
                Confirmation, if applicable, that
      in the circumstances referred to in Clause 18.1 (Events of Default), following an event of
      insolvency in respect of the Builder, a replacement builder has been
      agreed by the Finance Parties and the Owner within three months of the
      date of such insolvency
event.

              


      

       

      
        	
                5.

              	
                A certified copy of the invoice
      issued by the Builder in relation to the Instalment payable by the Owner
      on the Instalment Loan 3 Utilisation
  Date.

              


      


      
        
           


        

        
          118

          
            

          

        

        
           


        

      


       

      PART 5

       

      DELIVERY LOAN

       

      
        	
                1.

              	
                A certified copy of the invoice
      issued by the Builder in relation to the Instalment payable by the Owner
      on the Delivery Loan Utilisation
Date.

              


      

       

      
        	
                2.

              	
                A duly executed original of the
      Delivery General Assignment and the
  Mortgage.

              


      

       

      
        	
                3.

              	
                A duly executed Power of Attorney
      and the Appointment of Judicial Representative in respect of the
      Mortgage.

              


      

       

      
        	
                4.

              	
                A legal opinion from Allen &
      Overy LLP, London, English legal advisers to the Lenders, in respect of
      the Delivery General
Assignment.

              


      

       

      
        	
                5.

              	
                A legal opinion from Seward &
      Kissel, Marshall Islands legal adviser and Fenech & Fenech, Maltese
      legal adviser to the Lenders, in respect of the Delivery General
      Assignment and the Mortgage.

              


      

       

      
        	
                6.

              	
                A transcript of the Maltese Ship
      Registry showing that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the Mortgage has been duly
      recorded in Malta and constitutes a first priority security interest over
      the Vessel and that all taxes and fees payable to the Maltese Registrar of
      Shipping in respect of the Vessel have been paid in full;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Vessel is provisionally
      registered in the name of the Owner as a fully completed Maltese ship at
      the port of Valletta free of all Security Interests other than Permitted
      Liens.

              


      

       

      
        	
                7.

              	
                Copies of such other documents
      which, based on legal advice received from the relevant advisers referred
      to in this Agreement and which are reasonably required to evidence the
      legality, validity and enforceability of the obligations of the parties to
      any Finance Document being delivered on the Delivery Loan Utilisation
      Date.

              


      

       

      
        	
                8.

              	
                A certified copy
      of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a final classification certificate
      from the Classification Society in respect of the Vessel showing the
      Vessel to be in class without recommendation, condition or qualification
      (other than any immaterial recommendations, conditions or qualifications
      that are capable of rectification within 12 months or such shorter period
      as is required by the Classification Society) or, in the event that this
      is not available, a faxed copy with a certified copy to follow as soon as
      practicable after the Delivery
Date;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a valid Interim Safety Management
      Certificate;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a valid Document of Compliance;
      and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a valid International Ship
      Security Certificate.

              


      

       

      
        	
                9.

              	
                Confirmation acceptable to the
      Facility Agent (such acceptance not to be unreasonably withheld or
      delayed) that the Owner will accept the Vessel pursuant to the terms of
      the Shipbuilding Contract and execute a protocol of delivery and
      acceptance.

              


      

       

      
        	
                10.

              	
                A certified copy of the commercial
      invoice in respect of the
Vessel.

              


      

       

       

      
        
          
          

        

        
          119

          
            

          

        

        
          
          

        

      

       

       

      
        	
                11.

              	
                A certified copy of the Builder’s
      certificate in respect of the
Vessel.

              


      

       

      
        	
                12.

              	
                A certified copy of the Drilling
      Charter and any Charterer Parent Guarantee and duly executed and, where
      necessary, notarised, legalised and/or apostilled and copies of all other
      documents referred to in Clause 16.22(b).

              


      

       

      
        	
                13.

              	
                Duly executed and, where
      necessary, notarised, legalised and/or apostilled notices of assignment of
      the Obligatory Insurances in respect of the Vessel duly executed by the
      Owner substantially in the form provided for in the Delivery General
      Assignment and all confirmations and acknowledgements required in
      accordance with the terms of the Delivery General
      Assignment.

              


      

       

      
        	
                14.

              	
                Confirmation from the Facility
      Agent of its satisfaction with a final insurance report prepared by Marsh,
      or such other insurance adviser appointed by the Facility Agent and fax
      confirmations from each broker (if applicable), insurer and club concerned
      with the Obligatory Insurances that the insurances meet the requirements
      set out in Clause 17.1 including the insurances referred
      to in Clause 17.1(e), will be effective from the
      actual delivery of the Vessel and are consistent with the requirements of
      the Drilling Charter.

              


      

       

      
        	
                15.

              	
                Duly executed letters of
      undertaking substantially in the form provided in the Delivery General
      Assignment from, inter
      alios, the approved
      brokers (if applicable), insurer and club concerned with the Obligatory
      Insurances.

              


      

       

      
        	
                16.

              	
                The Annual Budget of the Owner in
      agreed form and approved by the Lenders, for the year from the date of
      payment of the Delivery Loan
falls.

              


      

       

      
        	
                17.

              	
                Confirmation from the Account Bank
      that the Owner has deposited in the Proceeds
    Account:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution
      required under Clause 12.2(a)(i);
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant Equity Contribution
      required under Clause 12.2(a)(i)(B), in respect of the Delivery
      Loan.

              


      

       

      
        	
                18.

              	
                A copy of any and all invoices
      issued by the Builder in relation to any Instalments payable by the Owner
      on or before the Delivery Loan Utilisation
  Date.

              


      

       

      
        	
                19.

              	
                Refresh certificates or, as the
      case may be confirmation and satisfactory evidence of continued compliance
      with the conditions precedent referred to in Part 1 of this Schedule at
      paragraphs 1, 2, 3, 19, 20 and
22.

              


      

       

      
        	
                20.

              	
                Evidence that the Required DSRA
      Balance has been or will immediately after the drawing of the Delivery
      Loan be credited to the balance of the Debt Service Reserve
      Account.

              


      

       

      
        	
                21.

              	
                Receipt of updated budgets and
      financial projections referred to in Part 1 of this Schedule at paragraph
      22, and a technical memorandum issued by the Technical Adviser covering
      the relevant Workscope, to be achieved by the Delivery Loan Utilisation
      Date and confirming that the construction milestones specified under
      Clause 16.29 (Construction
      Milestones) has been
      met.

              


      

       

      
        	
                22.

              	
                Evidence that the Owner’s equity
      in the Vessel is not less than 30% of the total Vessel
      Cost.

              


      

       

      
        	
                23.

              	
                Evidence that the project the
      subject of the Related Contracts, has sufficient ongoing maintenance opex
      and working capital requirements, and evidence in the form of reserves, if
      necessary, that the Owner will be able to meet these ongoing
      requirements.

              


      

       

       

      
        
          
          

        

        
          120

          
            

          

        

        
          
          

        

      

       

       

      
        	
                24.

              	
                Confirmation from the Owner and
      the Facility Agent (acting on behalf of each of the Lenders) of their
      satisfactory due diligence on the Charterer’s and the Lenders’ withholding
      tax and the Owner’s withholding tax and corporation tax exposure, if
      any.

              


      

       

      
        	
                25.

              	
                Confirmation, if applicable, that
      in the circumstances referred to in Clause 18.1 (Events of Default), following an event of
      insolvency in respect of the Builder, a replacement builder has been
      agreed by the Finance Parties and the Owner within three months of the
      date of such insolvency
event.

              


      


      
        
           


        

        
          121

          
            

          

        

        
           


        

      


       

      PART 6

       

      INCIDENTAL VESSEL COSTS
LOAN

       

      
        	
                1.

              	
                A copy of any and all invoices in
      respect of approved Incidental Vessel Costs payable by the Owner on or
      immediately following the proposed Utilisation Date for the requested
      Incidental Vessel Costs
Loan.

              


      

       

      
        	
                2.

              	
                Confirmation from the Account Bank
      that the Owner has deposited in the Proceeds
    Account:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any Balancing Equity Contribution;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant Equity Contribution
      required under Clause 12.2(a)(i)(B), in respect of the relevant
      Incidental Vessel Costs
Loan.

              


      


      
        
           


        

        
          122

          
            

          

        

        
           


        

      


       

      SCHEDULE 3

       

      FORM OF REQUEST

       

      To:       Deutsche Bank Luxembourg S.A. as
Facility Agent

       

      From:   Drillship Skopelos Owners
Inc.

       

      Date:
[                     ]

       

      Credit Agreement
dated [         ] 2008
(the Credit
Agreement)

       

      
        	
                1.

              	
                We refer to the Credit
      Agreement.  This is a Request.  Terms defined in the
      Credit Agreement shall have the same meaning when used in this
      Request.

              


      

       

      
        	
                2.

              	
                We wish to borrow a Loan from you
      as follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Utilisation
      Date:

              	
                [            ]

              
	 	 	 	 
	 	
                (b)

              	Amount:	US$[           ]


      

       

      
      

       

      Incidental Costs Loan/Instalment Loan
1/Instalment Loan 2/Instalment Loan 3/Incidental Vessel Costs Loan/Delivery
Loan*

       

      Amount payable to the Builder towards
the Instalment under the Shipbuilding Contract:
US$[          ]

       

      +[Amount payable to the Debt Service
Reserve Account: US$[Required DSRA
Balance]

       

      [Amount payable in respect of Incidental
Vessel Costs as set out below (as supported by the relevant attached
invoices):

       

      [Amount payable in respect of Incidental
Loan Costs as set out below:]

       

      
        	
                 
      

              	
                (c)

              	
                Details of
      item:

              	
                US$[          ]

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Details of
      item:

              	
                US$[          ]]

              


      

       

      Total
drawdown:                      US$[          ]

       

      
        	
                3.

              	
                Our payment instructions
      are:

              


      

       

      [to include provisions
that:

       

      
        	
                 
      

              	
                (a)

              	
                amount of Loan in respect of
      Instalment payable under the Shipbuilding Contract to be payable to the
      Builder’s account [set out account
  details];

              


      

       

      
        	
                 
      

              	
                (b)

              	
                [Required DSRA Balance to be
      credited to the Debt Service Reserve
  Account;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Incidental Loan Costs to be
      credited to the Facility Agent’s nominated account;
    and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Incidental Vessel Costs to be
      credited to [the Owner’s: current account for forward payment to] the
      relevant payee account indicated in
  invoice]

              


      

       

       

      
        
          
          

        

        
          123

          
            

          

        

        
          
          

        

      

       

       

      
        	
                4.

              	
                We confirm that each condition
      precedent under the Credit Agreement which must be satisfied on the date
      of this Request is so satisfied and that the Repeating Representation are
      true and correct with reference to the facts and circumstances now
      subsisting.

              


      

       

      
        	
                5.

              	
                This Request is
      irrevocable.

              


      

       

      
        	
                6.

              	
                If applicable, a copy
      of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                [the relevant invoice from the
      Builder the final stage certificate signed by the Builder and us;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the relevant invoices in respect
      of the Incidental Vessel
Costs,

              


      

       

      is attached to this
Request.]

       

      By:       DRILLSHIP SKOPELOS
OWNERS INC.

      


      


       

      Authorised Signatory

       

       

       

       

      *Delete as
appropriate

       

      + Delivery Loan
only


      
        
           


        

        
          124

          
            

          

        

        
           


        

      


       

      SCHEDULE 4

       

      FORM OF TRANSFER
CERTIFICATE

       

      To:       DRILLSHIP SKOPELOS OWNERS
INC.

       

      From:   [THE EXISTING LENDER] and [THE NEW
LENDER]

       

      Date:                      [               ]

       

      Credit Agreement
dated [              ]
(the Credit
Agreement)

       

      We refer to Clause 27.3 (Procedure for transfer by way of
novations) of the Credit
Agreement.  Terms defined in the Credit Agreement shall have the same
meaning when used in this Novation Certificate.

       

      
        	
                1.

              	
                We
      [         ] (the Existing
      Lender) and
      [          ] (the
      New
      Lender) agree to the
      Existing Lender and the New Lender novating all the Existing Lender’s
      rights and obligations referred to in the Schedule in accordance with
      Clause 27.3 (Procedure for transfer by way of
      novations) of the
      Credit Agreement.

              


      

       

      
        	
                2.

              	
                The specified date for the
      purposes of Clause 27.3(a) of the Credit Agreement is
      [date of
      novation].

              


      

       

      
        	
                3.

              	
                The Facility Office and address
      for notices of the New Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement are set
      out in the Schedule attached to this
  Certificate.

              


      

       

      
        	
                4.

              	
                This Novation Certificate is
      governed by English law.

              


      


      
        
           


        

        
          125

          
            

          

        

        
           


        

      


       

      THE SCHEDULE

       

      Rights and obligations to be
novated

       

      [Choose either of the following
options:]

       

      
        	
                (a)

              	
                All of the rights and obligations
      of the Existing Lender in respect of the Facility – principal amount
      US$[      ].

              


      

       

      
        	
                (b)

              	
                The principal amount of
      US$[      ] in respect of each of the Loans
      and all the rights and obligations attached to the same – total principal
      amount
  US$[      ].

              


      

       

      [New Bank]

       

      [Facility Office Address for notices]

      


      
        	
                [Existing
      Lender]

              	
                [New
Lender]

              	 
      
	
                By:

              	
                By:

              	 
      
	
                Date:

              	
                Date:

              	 
      


      

       

      The Transfer Date is confirmed by the
Facility Agent as [      ].

       

      [                             ]

       

      By:


      
        
           


        

        
          126

          
            

          

        

        
           


        

      


       

      SCHEDULE 5

       

      LOAN REPAYMENT
SCHEDULE

      


      
        	 
      	
                Date

              	
                Repayment

              
	
                 

                 

                 

              	 	 
	
                1

              	
                31 May 2012

              	
                US$31,250,000

              
	 	 	 
	
                2

              	
                30 November
      2012

              	
                US$31,250,000

              
	 	 	 
	
                3

              	
                31 May 2013

              	
                US$31,250,000

              
	 	 	 
	
                4

              	
                30 November
      2013

              	
                US$31,250,000

              
	 	 	 
	
                5

              	
                31 May 2014

              	
                US$31,250,000

              
	 	 	 
	
                6

              	
                30 November
      2014

              	
                US$31,250,000

              
	 	 	 
	
                7

              	
                31 May 2015

              	
                US$31,250,000

              
	 	 	 
	
                8

              	
                30  November  2015

              	
                US$31,250,000

              
	 	 	 
	
                9

              	
                31 May 2016

              	
                US$31,250,000

              
	 	 	 
	
                10

              	
                30  November  2016

              	
                US$31,250,000

              
	 	 	 
	
                11

              	
                31 May 2017

              	
                US$31,250,000

              
	 	 	 
	
                12

              	
                30 November
      2017

              	
                US$31,250,000

              
	 	 	 
	
                13

              	
                31 May 2018

              	
                US$31,250,000

              
	 	 	 
	
                14

              	
                30 November
      2018

              	
                US$31,250,000

              
	 	 	 
	
                15

              	
                31 May 2019

              	
                US$31,250,000

              
	 	 	 
	
                16

              	
                30 November
      2019

              	
                US$31,250,000

              
	 	 	 
	
                17

              	
                31 May 2020

              	
                US$31,250,000

              
	 	 	 
	
                18

              	
                30 November
      2020

              	
                US$31,250,000

              


      

      



      
        
           


        

        
          127

          
            

          

        

        
           


        

      


       

      SCHEDULE 6

       

      CALCULATION
CERTIFICATE

       

      
        	
                To:

              	
                Deutsche Bank Luxembourg S.A as
      Facility Agent

              


      

       

      From:   Drillship Skopelos Owners
Inc.

       

      Drillship Skopelos
Owners Inc. Credit Agreement dated
[              ]
(the Credit
Agreement)

      


       

      
        	
                1.

              	
                Terms defined in the Credit
      Agreement have the same meaning in this
  Certificate.

              


      

       

      
        	
                2.

              	
                We hereby certify that [no Default
      or Mandatory Termination Event has occurred and is continuing or is
      outstanding] [a Default/Mandatory Prepayment Event under Clause
      [     ] of [specify
      document] is
      outstanding] and the following steps are being taken to remedy it
      [         ].

              


      

       

      
        	
                3.

              	
                With respect to the Calculation
      Period ending on [insert
      Repayment Date] the
      Debt Service Ratio was [l] calculated on the basis of the
      figures in the table below.

              


      

      


      
        	 	
                 

                Relevant figures for Calculation
      Period

              	
                US$

              
	 	
                 

                Gross Revenues
      received

              	 
      
	 	
                 

                Operating Expenses
      payable

              	 
      
	 	
                 

                Financing Costs
      accrued

              	 
      
	 	
                 

                Financing Principal
      payable

              	 
      
	 	
                 

                CAPEX
    payable

              	 
      


      

      


       

      Yours faithfully,

      


       

      .................................

       

      [Senior Officer]


      
        
           


        

        
          128

          
            

          

        

        
           


        

      


       

      SCHEDULE 7

       

      INCIDENTAL VESSEL
COSTS

       

      
      

       

      
        	1.	
                Costs
      and expenses under the Management Agreement incurred in the Pre-Completion
      Period inaccordance with the Approved Budget attached as Appendix 12 up to
      US$34,100,000.

              


      

       

      
        	2.	Initial
      Debt Service Reserve Contribution up to
  US$25,000,000.


      

               


      
        
           


        

        
          129

          
            

          

        

        
           


        

      


       

      SCHEDULE 8

       

      CALCULATION OF THE MANDATORY
COST

       

      
        	
                1.

              	
                General

              


      

       

      
        	
                (a)

              	
                The Mandatory Cost is to
      compensate a Lender for the cost of compliance
  with:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces any of its functions);
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the requirements of the European
      Central Bank.

              


      

       

      
        	
                (b)

              	
                The Mandatory Cost is expressed as
      a percentage rate per annum.

              


      

       

      
        	
                (c)

              	
                The Mandatory Cost is the weighted
      average (weighted in proportion to the percentage share of each Lender in
      the relevant Loan) of the rates for the Lenders calculated by the Facility
      Agent in accordance with this Schedule on the first day of a Term (or as
      soon as possible after
then).

              


      

       

      
        	
                (d)

              	
                The Facility Agent must distribute
      each amount of Mandatory Cost among the Lenders on the basis of the rate
      for each Lender.

              


      

       

      
        	
                (e)

              	
                Any determination by the Facility
      Agent pursuant to this Schedule will be, in the absence of manifest error,
      conclusive and binding on all the
  Parties.

              


      

       

      
        	
                2.

              	
                For a Lender lending from a
      Facility Office in the U.K.

              


      

       

      
        	
                (a)

              	
                The relevant
      rate for a Lender lending from a Facility Office in the U.K. is calculated
      in accordance with the following
formula:

              


      

       

      

        
          	 
      	
                  E x
      0.01

                	
                  % per
  annum

                
	 
      	
                  300

                


        

      

       

       

      where on the day of application of the
formula, E is calculated by the Facility Agent as being the average of the rates
of charge under the fees rules supplied by the Reference Banks to the Facility
Agent under paragraph (d)
below and expressed in
pounds per £1 million.

       

      
        	
                (b)

              	
                For the purposes of this paragraph
      2:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                fees rules
      means the then
      current rules on periodic fees in the Supervision Manual of the FSA
      Handbook or any other law or regulation as may then be in force for the
      payment of fees for the acceptance of
  deposits;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                fee tariffs
      means the fee tariffs
      specified in the fees rules under fee-block Category Al (Deposit
      acceptors) (ignoring any minimum fee or zero rated fee required pursuant
      to the fees rules but applying any applicable discount rate);
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                tariff base
      has the meaning given
      to it in, and will be calculated in accordance with, the fees
      rules.

              


      

       

      
        	
                (c)

              	
                Each rate calculated in accordance
      with the formula is, if necessary, rounded upward to four decimal
      places.

              


      

       

       

      
        
          
          

        

        
          130

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (d)

              	
                If requested by the Facility
      Agent, each Reference Bank must, as soon as practicable after publication
      by the Financial Services Authority, supply to the Facility Agent the rate
      of charge payable by that Reference Bank to the Financial Services
      Authority under the fees rules for that financial year of the Financial
      Services Authority (calculated by that Reference Bank as being the average
      of the fee tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per £1 million of the tariff base of that
      Reference Bank.

              


      

       

      
        	
                (e)

              	
                Each Lender must supply to the
      Facility Agent the information required by it to make a calculation of the
      rate for that Lender.  In particular, each Lender must supply
      the following information on or prior to the date on which it becomes a
      Lender:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the jurisdiction of its Facility
      Office; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any other information that the
      Facility Agent reasonably requires for that
  purpose.

              


      

       

      Each Lender must promptly notify the
Facility Agent of any change to the information supplied to it under this
paragraph.

       

      
        	
                (f)

              	
                The rates of charge of each
      Reference Bank for the purpose of E above are determined by the Facility
      Agent based upon the information supplied to it under paragraphs
      (d) and (e) above.  Unless a Lender
      notifies the Facility Agent to the contrary, the Facility Agent may assume
      that the Lender’s obligations in respect of cash ratio deposits and
      special deposits are the same as those of a typical bank from its
      jurisdiction of incorporation with a Facility Office in the
      U.K.

              


      

       

      
        	
                (g)

              	
                The Facility Agent has no
      liability to any Party if its calculation over or under compensates any
      Lender.  The Facility Agent is entitled to assume that the
      information provided by any Lender or Reference Bank under this Schedule
      is true and correct in all
respects.

              


      

       

      
        	
                3.

              	
                For a Lender lending from a
      Facility Office in a Participating Member
  State

              


      

       

      
        	
                (a)

              	
                The relevant rate for a Lender
      lending from a Facility Office in a Participating Member State is the
      percentage rate per annum notified by that Lender to the Facility
      Agent.  This percentage rate per annum must be certified by that
      Lender in its notice to the Facility Agent as its reasonable determination
      of the cost (expressed as a percentage of that Lender’s share in all Loans
      made from that Facility Office) of complying with the minimum reserve
      requirements of the European Central Bank in respect of Loans made from
      that Facility Office.

              


      

       

      
        	
                (b)

              	
                If a Lender fails to specify a
      rate under paragraph (a) above, the Facility Agent will assume
      that the Lender has not incurred any such
  cost.

              


      

       

      
        	
                4.

              	
                Changes

              


      

       

      
        	
                (a)

              	
                The Facility Agent may, after
      consultation with the Owner and the Lenders, determine and notify all the
      Parties of any amendment to this Schedule which is required to
      reflect:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any change in law or regulation;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any requirement imposed by the
      Bank of England, the Financial Services Authority or the European Central
      Bank (or, in any case, any successor
  authority).

              


      

       

      
        	
                (b)

              	
                If the Facility Agent, after
      consultation with the Owner, determines that the Mandatory Cost for a
      Lender lending from a Facility Office in the U.K. can be calculated by
      reference to a screen, the Facility Agent may notify all the Parties of
      any amendment to this Agreement which is required to reflect
      this.

              


      


      
        
           


        

        
          131

          
            

          

        

        
           


        

      


       

      APPENDIX 1

       

      FORM OF DELIVERY GENERAL
ASSIGNMENT

       


      
        
           


        

        
          132

          
            

          

        

        
           


        

      


       

      APPENDIX 2

       

      FORM OF MORTGAGE

       


      
        
           


        

        
          133

          
            

          

        

        
           


        

      


       

      APPENDIX 3

       

      FORM OF CHARTER ASSIGNMENT


      
        
           


        

        
          134

          
            

          

        

        
           


        

      


       

      APPENDIX 4

       

      FORM OF SWAP AGREEMENT
ASSIGNMENT

       


      
        
           


        

        
          135

          
            

          

        

        
           


        

      


       

      APPENDIX 5

       

      FORM OF DPP

       


      
        
           


        

        
          136

          
            

          

        

        
           


        

      


       

      APPENDIX 6

       

      FORM OF GENERAL
ASSIGNMENT

       


      
        
           


        

        
          137

          
            

          

        

        
           


        

      


       

      APPENDIX 7

       

      FORM OF SHARE CHARGE

       


      
        
           


        

        
          138

          
            

          

        

        
           


        

      


       

      APPENDIX 8

       

      FORM OF ACCOUNTS CHARGE
AGREEMENT


      
        
           


        

        
          139

          
            

          

        

        
           


        

      


       

      APPENDIX 9

       

      FORM OF EQUITY ACCOUNT
CHARGE

       


      
        
           


        

        
          140

          
            

          

        

        
           


        

      


       

      APPENDIX 10

       

      FORM OF MANAGEMENT AGREEMENT
ASSIGNMENT

       


      
        
           


        

        
          141

          
            

          

        

        
           


        

      


       

      APPENDIX 11

       

      FORM OF FLOATING
CHARGE

      



      
        
           


        

        
          142

          
            

          

        

        
           


        

      


       

      APPENDIX 12

       

      APPROVED BUDGET

      



      
        
           


        

        
          143

          
            

          

        

        
           


        

      


       

      SIGNATORIES

       

       

      DRILLSHIP SKOPELOS OWNERS INC. - CREDIT
FACILITY AGREEMENT

       

      Owner

       

       

      Signed by

      as attorney for

      DRILLSHIP SKOPELOS OWNERS
INC.

      in the presence of:

       

      Witness:

       

       

       

       

       

      The Bookrunner and Joint Mandated Lead
Arranger

       

       

      By:

       

       

      as authorised signatory
for

       

      DEUTSCHE BANK AG, LONDON
BRANCH

       

       

      
 

      


       

      The Joint Mandated Lead
Arranger

       

       

      By:

       

       

      as attorney for

       

      DEXIA CRÉDIT LOCAL, NEW YORK
BRANCH

       


      
        
           


        

        
          144

          
            

          

        

        
           


        

      


       

      The Lenders

       

       

      By:

       

       

      as authorised signatory
for

       

      DEUTSCHE BANK AG, LONDON
BRANCH

       

       

       

       

       

      By:

       

       

      as attorney for

       

       

      DEXIA CRÉDIT LOCAL, NEW YORK
BRANCH

       

       

       

       

       

      By:

       

       

      as attorney for

       

       

      EKSPORTFINANS ASA

       

       

       

       

       

      By:

       

       

      as attorney for

       

       

      THE EXPORT-IMPORT BANK OF
KOREA

       

       

       

       

       

      The Swap Banks

       

       

      By:

       

       

      as authorised signatory
for

       

       

      DEUTSCHE BANK AG, LONDON
BRANCH

       

       

       

      
        
          
          

        

        
          145

          
            

          

        

        
          
          

        

      

       

       

      By:

       

       

      as attorney for

       

       

      DEXIA CRÉDIT LOCAL, NEW YORK
BRANCH

       

       

       

       

       

      The Facility Agent

       

       

      By:

       

       

      as attorney for

       

       

      DEUTSCHE BANK LUXEMBOURG
S.A.

       

       

       

       

       

      The Security Trustee

       

       

      By:

       

       

      as attorney for

       

       

      DEUTSCHE BANK AG FILIALE
DEUTSCHLANDGESCHÄFT

       

       

       

      


       

      
        	
                 146