exv10w3






Exhibit 10.3




EXECUTION COPY




TRICO SHIPPING AS




AND



GUARANTORS



PRIORITY FACILITY AGREEMENT



SENIOR SECURED 117/8% NOTES DUE 2014



WORKING CAPITAL FACILITY AGREEMENT



AMENDED AND RESTATED COLLATERAL AGENCY

AND INTERCREDITOR AGREEMENT



Dated as of September 21, 2010








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.1 Defined Terms
	 	 	3	 
	SECTION 1.2 Rules of Construction
	 	 	16	 
	 
	 	 	 	 
	ARTICLE II OBLIGATIONS AND POWERS OF COLLATERAL AGENT; COLLATERAL
	 	 	17	 
	 
	 	 	 	 
	SECTION 2.1 Undertaking of the Collateral Agent
	 	 	17	 
	SECTION 2.2 Collateral
	 	 	19	 
	SECTION 2.3 Certain Letters of Credit
	 	 	21	 
	SECTION 2.4 Release or Subordination of Liens
	 	 	21	 
	SECTION 2.5 Enforcement of Liens
	 	 	21	 
	SECTION 2.6 Priority of Liens; Additional Collateral
	 	 	22	 
	SECTION 2.7 Application of Collateral
	 	 	23	 
	SECTION 2.8 Credit Bid Rights
	 	 	26	 
	SECTION 2.9 Appointment and Powers of the Collateral Agent
	 	 	27	 
	SECTION 2.10 Exclusive Benefit
	 	 	28	 
	 
	 	 	 	 
	ARTICLE III LIEN RELEASES
	 	 	28	 
	 
	 	 	 	 
	SECTION 3.1 Release of Liens on Collateral
	 	 	28	 
	SECTION 3.2 Delivery of Copies to the Priority Facility Agent, Working Capital
Facility Agent and Trustee
	 	 	32	 
	SECTION 3.3 Sufficiency of Release
	 	 	32	 
	SECTION 3.4 Purchaser Protected
	 	 	32	 
	SECTION 3.5 Collateral Agent not Required to Serve, File or Record
	 	 	32	 
	SECTION 3.6 Trustee Notices
	 	 	32	 
	SECTION 3.7 Delivery of Certain Notices to the Collateral Agent
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IV IMMUNITIES OF THE COLLATERAL AGENT
	 	 	33	 
	 
	 	 	 	 
	SECTION 4.1 No Implied Duty
	 	 	33	 
	SECTION 4.2 Appointment of Co-Agents and Sub-Agents
	 	 	33	 
	SECTION 4.3 Other Agreements
	 	 	33	 
	SECTION 4.4 Solicitation of Instructions
	 	 	33	 
	SECTION 4.5 Limitation of Liability
	 	 	34	 
	SECTION 4.6 Documents in Satisfactory Form
	 	 	34	 
	SECTION 4.7 Entitled to Rely
	 	 	34	 
	SECTION 4.8 Defaults and Events of Default
	 	 	34	 
	SECTION 4.9 Actions by Collateral Agent
	 	 	35	 
	SECTION 4.10 Security or Indemnity in favor of the Collateral Agent
	 	 	35	 
	SECTION 4.11 Limitations on Duty of Collateral Agent in Respect of Collateral

	 	 	35	 
	SECTION 4.12 Assumption of Rights, Not Assumption of Duties
	 	 	36	 






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	 	 	Page	 
	SECTION 4.13 No Liability for Clean Up of Hazardous Materials
	 	 	36	 
	SECTION 4.14 Not Responsible for Recitals; Other Matters
	 	 	36	 
	 
	 	 	 	 
	ARTICLE V RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT
	 	 	37	 
	 
	 	 	 	 
	SECTION 5.1 Resignation or Removal of Collateral Agent
	 	 	37	 
	SECTION 5.2 Appointment of Successor Collateral Agent
	 	 	38	 
	SECTION 5.3 Succession
	 	 	38	 
	SECTION 5.4 Merger, Conversion or Consolidation of Collateral Agent
	 	 	38	 
	SECTION 5.5 Limitation
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VI SPECIAL AGREEMENTS REGARDING COLLATERAL
	 	 	39	 
	 
	 	 	 	 
	SECTION 6.1 Control of Actions to be Taken by Collateral Agent
	 	 	39	 
	SECTION 6.2 No Other Lien Enforcement Affected
	 	 	40	 
	SECTION 6.3 No Alteration on Shared Lien Priority
	 	 	41	 
	SECTION 6.4 Notice of Remedial Action
	 	 	41	 
	SECTION 6.5 No Responsibility
	 	 	41	 
	SECTION 6.6 Priority Authorized Representative Right to Direct Commencement of
Exercise of Remedies
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS
	 	 	42	 
	 
	 	 	 	 
	SECTION 7.1 Amendment; Joinder Agreements
	 	 	42	 
	SECTION 7.2 Information Regarding Collateral
	 	 	44	 
	SECTION 7.3 Further Assurances
	 	 	45	 
	SECTION 7.4 Successors and Assigns
	 	 	46	 
	SECTION 7.5 Purchase Option
	 	 	47	 
	SECTION 7.6 Modifications of Priority Facility Documents
	 	 	47	 
	SECTION 7.7 Delay and Waiver
	 	 	48	 
	SECTION 7.8 Notices
	 	 	48	 
	SECTION 7.9 Compensation; Expenses
	 	 	50	 
	SECTION 7.10 Indemnity
	 	 	51	 
	SECTION 7.11 Severability
	 	 	52	 
	SECTION 7.12 Headings
	 	 	52	 
	SECTION 7.13 Obligations Secured
	 	 	52	 
	SECTION 7.14 Applicable Law
	 	 	52	 
	SECTION 7.15 Agent for Service; Consent to Jurisdiction; Waiver of Immunities
	 	 	52	 
	SECTION 7.16 Counterparts
	 	 	53	 
	SECTION 7.17 Effectiveness
	 	 	53	 
	SECTION 7.18 Additional Guarantors
	 	 	53	 
	SECTION 7.19 Insolvency
	 	 	54	 
	SECTION 7.20 Rights and Immunities of the Working Capital Facility Agent and the
Trustee
	 	 	54	 
	SECTION 7.21 Conflicting Provisions
	 	 	54	 
	SECTION 7.22 Judgment Currency
	 	 	54	 
	SECTION 7.23 Language of Notices, Etc.
	 	 	55	 







ii












 





AMENDED AND RESTATED COLLATERAL AGENCY AND

INTERCREDITOR AGREEMENT




          This AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of September
21, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is
entered into by and among TRICO SHIPPING AS, a Norwegian limited company (the “Company”), TRICO
SUPPLY AS, a Norwegian limited company (“Holdings”), the SUBSIDIARIES OF HOLDINGS (other than the
Company) from time to time party hereto (each, a “Subsidiary Guarantor” and, collectively, the
“Subsidiary Guarantors”), TRICO MARINE SERVICES, INC., a Delaware corporation and the indirect
parent of the Company (the “Parent”), TRICO MARINE CAYMAN, L.P., a Cayman Islands exempted limited
partnership (“Trico Marine Cayman”), and TRICO HOLDCO LLC, a Delaware limited liability company
(“Trico Holdco” and, with Trico Marine Cayman, the “Intermediate Guarantors” and, together with
Holdings, the Subsidiary Guarantors and the Parent, the “Guarantors”), CANTOR FITZGERALD
SECURITIES, as the administrative agent (together with its successors in such capacity, the
“Priority Facility Agent”) under the Priority Facility Agreement (as herein defined), NORDEA BANK
FINLAND PLC, New York Branch (“Nordea”), as the administrative agent (the “Initial Working Capital
Facility Agent”) under the Initial Working Capital Facility Agreement (as herein defined), DEUTSCHE
BANK NATIONAL TRUST COMPANY (as successor trustee to Wells Fargo Bank, N.A.), as Trustee under the
Indenture (each, as herein defined), and WILMINGTON TRUST FSB, as Collateral Agent (together with
its successors in such capacity pursuant to Article V hereof, the “Collateral Agent”).




RECITALS




          1. The Company and the Guarantors entered into the Credit Agreement originally dated as of
October 30, 2009, as amended through and including June 29, 2010, and as further amended by the
Fourth Amendment to Credit Agreement dated as of July 23, 2010 and the Fifth Amendment to Credit
Agreement dated as of September 21, 2010 (as in effect on the date of this Agreement, without
giving effect to any further amendment, supplement or modification thereto or any consents or
waivers in respect thereof, the “Initial Working Capital Facility Agreement”), by and among the
Company, as borrower, Holdings, the Subsidiary Guarantors, and the Intermediate Guarantors, each as
guarantors, Nordea Bank Finland PLC, New York Branch, and Unicredit Bank AG, as joint lead
arrangers, the lenders from time to time party thereto, and the Working Capital Facility Agent,
pursuant to which, and subject to the terms and conditions thereof, the Company may obtain Working
Capital Loans and Letters of Credit (each, as herein defined) in an outstanding principal amount
not to exceed, together with the principal amount of all Unpaid Drawings (as herein defined),
US$33,000,000 at any one time outstanding. All Working Capital Loans and Unpaid Drawings will be
repaid pursuant to the provisions of the Working Capital Facility Agreement.







 









 








          2. The Company issued US$400,000,000 in principal amount of its Senior Secured
117¤8% Notes due 2014 pursuant to the Indenture dated as of
October 30, 2009, as supplemented by the First Supplemental Indenture dated as of June 25, 2010 and
the Second Supplemental Indenture dated as of September 21, 2010 (as further amended, supplemented
or otherwise modified from time to time, the “Indenture”), by and among the Company, the Guarantors
and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.), as
Trustee (together with its successors in such capacity, the “Trustee”).




          3. Simultaneously herewith, the Company, Holdings and the Subsidiary Guarantors are entering
into the Priority Credit Agreement dated as of September 21, 2010 (as amended, supplemented or
otherwise modified from time to time, the “Priority Facility Agreement”) by and among the Company,
Holdings, the Subsidiary Guarantors, various lenders, and the Priority Facility Agent;




          4. Pursuant to the Indenture, the Guarantors guarantee payment of the Notes (as herein
defined) and all other Note Obligations (as herein defined); pursuant to the Working Capital
Facility Agreement, the Guarantors guarantee the Working Capital Facility Obligations (as herein
defined); and pursuant to the Priority Facility Agreement and Subsidiary Guarantee, Holdings and
the Subsidiary Guarantors guarantee the Priority Facility Obligations (as herein defined).




          5. The Priority Facility Agreement, the Working Capital Facility Agreement and the Indenture
require the Company and the Guarantors (or, in the case of the Priority Facility Agreement, the
Company, Holdings and the Subsidiary Guarantors) to secure payment of the Priority Facility Loans,
the Working Capital Loans, the Letter of Credit Outstandings (as herein defined) and the Notes and
other Secured Obligations by Liens in the Collateral (each, as herein defined).




          6. The Priority Facility Agreement, the Working Capital Facility Agreement and the Indenture
further require that such Liens in the Collateral be granted pursuant to the Security Documents to
a collateral agent acting for the benefit of the Priority Facility Agent, the Trustee, the Working
Capital Facility Agent, the Priority Facility Lenders (as herein defined), the Working Capital
Facility Lenders (as herein defined) and the Holders (as herein defined). This Agreement sets
forth the terms on which the Collateral Agent has undertaken to accept, hold and enforce such Liens
and all related rights, interests and powers as agent for, and for the benefit exclusively of, the
Priority Facility Agent, the Trustee, the Working Capital Facility Agent, the Priority Facility
Lenders, the Working Capital Facility Lenders and the present and future Holders.




          NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:







2









 








ARTICLE I




DEFINITIONS; PRINCIPLES OF CONSTRUCTION



          SECTION 1.1 Defined Terms.




               (a) Capitalized terms used in this Agreement that are defined in the Indenture and not
otherwise defined herein shall have the meanings set forth in the Indenture.



               (b) All capitalized terms used in this Agreement that are defined in Article 9 of the UCC (as
herein defined), as in effect on the date of this Agreement in the State of New York, and not
otherwise defined herein shall have the meanings therein set forth.



               (c) The following terms shall have the following meanings:



          “Act of the Applicable Authorized Representative” means a direction in writing delivered to
the Collateral Agent by or with the written consent of the Applicable Authorized Representative
accompanied by written confirmation (i) if the Applicable Authorized Representative is the Trustee
and only if the Trustee is acting on behalf or at the direction of the Holders, from the Trustee
(such direction to be in a form reasonably satisfactory to the Trustee and the Collateral Agent) of
the principal of the outstanding Notes registered by the Trustee as outstanding in the name of
Holders on the date of such direction; (ii) if the Applicable Authorized Representative is the
Working Capital Facility Agent, from the Working Capital Facility Agent (such direction to be in a
form reasonably satisfactory to the Working Capital Facility Agent and the Collateral Agent) of,
the aggregate Commitments of the Working Capital Facility Lenders on the date of such direction,
or, if the Commitments have been terminated in full at such time, the sum of the aggregate
principal amount of Working Capital Loans made and the face amount of any undrawn Letters of Credit
issued under the Working Capital Facility Agreement (other than those already cash collateralized
at 105% of face amount) on the date of such direction, or (iii) if the Applicable Authorized
Representative is the Priority Facility Agent, from the Priority Facility Agent (such direction to
be in a form reasonably satisfactory to the Priority Facility Agent and the Collateral Agent)
confirming that the Priority Facility Agent is entitled to act as the Applicable Authorized
Representative at such time with respect to such Collateral.




          “Actionable Event of Default” means, at any time, an Event of Default under, and as defined
in, (i) the Priority Facility Agreement or (ii) the Secured Document for a Series of Secured
Obligations if at such time the Authorized Representative for such Secured Document is the
Applicable Authorized Representative.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause






3









 







the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise; provided that, for the purposes of this definition,
beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be “control.”
For purposes of this definition, the terms “controlling,” “controlled by” and “under common
control with” have correlative meanings.




          “Agreement” has the meaning assigned to such term in the introductory paragraph hereof.




          “Applicable Authorized Representative” means the Majority Authorized Representative, or upon
the occurrence of (i) as and to the extent specified in Section 6.1(b), a Minority
Authorized Representative Enforcement Date, the Minority Authorized Representative or (ii) as and
to the extent specified in Section 6.1(e), a Residual Authorized Representative Enforcement
Date, the Authorized Representative of the Series of Secured Obligations that first instructs the
Collateral Agent to commence enforcement action with respect to the Collateral; provided that if,
as of the Priority Facility Control Date, the Priority Facility Obligations have not been paid in
full, then the Applicable Authorized Representative shall be the Priority Facility Agent.




          “Authorized Representative” means (i) in the case of the Working Capital Facility Obligations,
the Working Capital Facility Agent acting at the direction of either the Required Revolving Lenders
(as defined in the Working Capital Facility Agreement) or the Required Term Lenders (as defined in
the Working Capital Facility Agreement), provided that in the event that the Working
Capital Facility Agent as Authorized Representative shall determine in its sole discretion that it
has received contradictory instructions from the Required Revolving Lenders and the Required Term
Lenders, the Working Capital Facility Agent shall (x) if the contradiction is with respect to
whether or not the Working Capital Facility Agent should take action, follow the instructions which
require it to take action rather than refrain from taking action and (y) otherwise, follow the
instructions of the Required Revolving Lenders or the Required Term Lenders with the higher amount
of aggregate Commitments and/or outstanding Working Capital Loans or Letters of Credit Outstandings
at such time, (ii) in the case of the Note Obligations, the Trustee, or (iii) in the case of the
Priority Facility Obligations, the Priority Facility Agent.




          “Bankruptcy Law” means Title 11, United States Code, as may be amended from time to time, or
any similar federal or state law, or any similar law of any jurisdiction foreign to the United
States of America, including any political subdivision thereof, in each case for the relief of
debtors.




          “Capital Stock” means:




                    (1) in the case of a corporation, corporate stock;



                    (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock (whether common
or preferred);



4









 





                    (3) in the case of a partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and



                    (4) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from
all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt
securities include any right of participation with Capital Stock.



          “Cash Collateral Account” has the meaning assigned to such term in Section 2.7(e)
hereof.




          “Cash Equivalents” means:




                    (1) United States dollars or, in the case of any Investment by any Person whose principal
place of business is outside the United States, such local currencies in such place of business
(including euros, British pound sterling and Norwegian krone) as are held by it from time to time
in the ordinary course of business and that are readily exchangeable into United States dollars;



                    (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that the full
faith and credit of the United States is pledged in support of those securities) or obligations
backed by the full faith and credit of Canada, Norway, the United Kingdom or any member state of
the European Economic Association as of the date of the Indenture, in each case having maturities
of not more than twelve months from the date of acquisition;



                    (3) certificates of deposit, time deposits, demand deposits and eurodollar time deposits with
maturities of twelve months or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding twelve months and overnight bank deposits, in each case, with any bank or
trust company organized or licensed under the laws of the United States or any state thereof,
Canada, the Kingdom of Norway, the United Kingdom or any member state of the European Economic
Association as of the date of the indenture, having capital and surplus in excess of $500.0 million
and a Thomson Bank Watch Rating of “B” or better;



                    (4) repurchase obligations with a term of not more than 30 days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;



                    (5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and,
in each case, maturing not more than twelve months after the date of acquisition;



5









 





                    (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (1) through (5) of this definition; and



                    (7) in the case of the Company or Holdings or a Subsidiary Guarantor, substantially similar
investments, of comparable credit quality, dominated in the currency of any jurisdiction in which
such Person conducts business.



          “Closing Date” means October 30, 2009.




          “Collateral” means all assets and properties of the Company and the Guarantors subject to
Liens created by the Security Documents including:




                    (1) each of the Original Mortgaged Vessels and all Vessel Assets with respect to each Original
Mortgaged Vessel;



                    (2) all outstanding Capital Stock of the Company and each Guarantor (other than the Parent and
Trico Marine Cayman) owned by the Company or any Guarantor (including the Parent) (subject to
Section 2.2(f));



                    (3) all general intangibles owned or acquired by Holdings, the Company or any Subsidiary
Guarantor, exclusively used for, and in connection with, the ownership, expansion, operation, use,
maintenance or sale or other disposition of any of the Mortgaged Vessels or any Vessel Assets;



                    (4) the rights of Trico Subsea AS (including refund guarantees) under the Existing Newbuild
Construction Contracts and related equipment contracts in respect of each of the Newbuild Vessels;



                    (5) Intercompany Debt owed (i) by the Parent or any Subsidiary thereof (including the Company
and any Guarantor) to the Company or any Guarantor (other than Parent) or (ii) by the Company or
any Guarantor to the Parent;



                    (6) (a) any rights to earnings monies (as defined in the definition of “Vessel Assets”) and
(b) any other rights of Holdings, the Company or any Subsidiary Guarantor (whether as owner or as
charterer) under any lease or charter of Specified Assets from or to the Parent or any Subsidiary
thereof;



                    (7) any Specialized Equipment owned by Holdings, the Company or any Subsidiary Guarantor;



                    (8) the Cash Collateral Account and all deposits therein and interest thereon and investments
thereof, and all property of every type and description in which any proceeds of any Collateral
Disposition are invested or upon which the Collateral Agent is at any time granted, or required to
be granted, a Lien to secure the Secured Obligations as set forth in Section 4.11 of the Indenture;
and



6









 





                    (9) to the extent not otherwise included above, all proceeds of any of the foregoing;


except, solely in the case of clauses (3), (4), (6)(b) and (9) and (to the extent of any Vessel
Asset specified in clause (2)(ii) or (3)(ii) of the definition of “Vessel Assets”) clause (1), any
asset to the extent a Lien therein cannot be created or perfected under applicable law; and further
including all assets and properties subject to Liens created as required by and in accordance with
Section 4.10, Section 4.18, Section 4.19, Section 4.20, Section 4.24 and Section 4.25 and Article
11 of the Indenture and, to the extent not otherwise included above, all proceeds of any of the
foregoing.



Notwithstanding the foregoing, it is understood that, when used in respect of the Priority Facility
Obligations, the term “Collateral” refers to Priority Collateral.




          “Collateral Account” has the meaning assigned to such term in Section 2.7(d) hereof.




          “Collateral Agent” has the meaning assigned to such term in the introductory paragraph hereof.




          “Collateral Disposition” means any Asset Sale of assets or other rights or property that
constitute Collateral under the Security Documents. The sale or issuance of Equity Interests in a
Subsidiary Guarantor that owns Collateral such that, as a consequence, such Person no longer is a
Subsidiary Guarantor, shall be deemed a Collateral Disposition of the Collateral owned by such
Subsidiary Guarantor.




          “Commitment” means, at any time, the commitment of each Working Capital Facility Lender to
make Working Capital Loans and issue Letters of Credit at such time under the Working Capital
Facility Agreement.




          “Company” has the meaning assigned to such term in the introductory paragraph hereof.




          “Default” means a “Default” as defined in the Working Capital Facility Agreement, a “Default”
as defined in the Indenture, or a “Default” as defined in the Priority Facility Agreement.




          “Discharge” means, with respect to the Collateral, the date on which each Series of Secured
Obligations is no longer secured by such Collateral. “Discharged” has a correlative meaning.




          “Enforcement Action” means, as to any Secured Obligations, the initiation of any legal
proceedings, or the taking of any other action to pursue or exercise rights or remedies (as secured
party or otherwise), with respect to such Secured Obligations that is authorized herein or in any
Security Document to be taken by the Collateral Agent.







7









 








          “Enforcement Action Participation Request” means, with respect to any Enforcement Action as to
any Secured Obligations, a written notice delivered by the Collateral Agent to the Holders of such
Secured Obligations:




                    (1) describing such Enforcement Action and the time and the place at which and method and
manner by which such Enforcement Action is proposed to be taken;



                    (2) stating that, based on an Opinion of Counsel of the jurisdiction in which such Enforcement
Action is so proposed to be taken, under the laws of such jurisdiction, such Enforcement Action is
authorized or permitted so to be taken with respect to such Secured Obligations only if such
Holders join with the Collateral Agent in so taking, or take directly (if such joinder is not so
authorized or permitted), such Enforcement Action; and



                    (3) requesting such Holders so to join with the Collateral Agent in so taking, or (if as
aforesaid) take directly, such Enforcement Action at the time and place and by the method and
manner so specified.



          “Event of Default” means an “Event of Default” as defined in the Working Capital Facility
Agreement, an “Event of Default” as defined in the Indenture, or an “Event of Default” as defined
in the Priority Facility Agreement.




          “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including by way
of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof,
of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions or otherwise).




          “Guarantors” has the meaning assigned to such term in the introductory paragraph hereof.




          “Holders” means the Person in whose name a Note is registered.




          “Holdings” has the meaning assigned such term in the introductory paragraph hereof.




          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent:




                    (1) in respect of borrowed money;



                    (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);



8









 





                    (3) in respect of banker’s acceptances;



                    (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and
leaseback transactions;



                    (5) representing the balance deferred and unpaid of the purchase price of any property or
services due more than six months after such property is acquired or such services are completed;
or



                    (6) representing any Hedging Obligations,


if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
and Hedging Obligations) would appear as a liability or an intercompany payable upon a balance
sheet of the specified Person prepared in accordance with GAAP. The amount of a specified Person’s
Indebtedness shall be calculated without duplication of the preceding items. In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.




          “Indemnified Liabilities” means any and all other liabilities (including all environmental
liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, taxes,
expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement or any of the other Transaction
Documents or any other document in connection herewith or therewith, including any of the foregoing
relating to the use of proceeds of the Working Capital Loans, the Letters of Credit, or the Notes
or the violation of, noncompliance with or liability under, any law (including environmental laws)
applicable to or enforceable against the Company, any of the Subsidiary Guarantors, Holdings, the
Parent, Trico Marine Cayman or Trico Holdco, or any of the Collateral and all reasonable fees,
costs and expenses (including reasonable fees and expenses of legal counsel) incurred by any
Indemnitee in connection with any claim, action or proceeding in any respect relating to any of the
foregoing, whether or not suit is brought.




          “Indemnitee” has the meaning assigned to such term in Section 7.10(a) hereof.




          “Indenture” has the meaning assigned to such term in paragraph 2 of the Recitals hereof.




          “Initial Working Capital Facility Agent” has the meaning assigned such term in the
introductory paragraph hereof.




          “Initial Working Capital Facility Agreement” has the meaning assigned to such term in
paragraph 1 of the Recitals hereof.







9









 








          “Insolvency or Liquidation Proceeding” means:




                    (1) any case commenced by or against the Company or any other Guarantor under any Bankruptcy
Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of
the assets or liabilities of the Company or any other Guarantor, any receivership or assignment for
the benefit of creditors relating to the Company or any other Guarantor or any similar case or
proceeding relative to the Company or any other Guarantor or its creditors, as such, in each case
whether or not voluntary;



                    (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of
or relating to the Company or any other Guarantor, in each case whether or not voluntary and
whether or not involving bankruptcy or insolvency; or



                    (3) any other proceeding of any type or nature in which substantially all claims of creditors
of the Company or any other Guarantor are determined and any payment or distribution is or may be
made on account of such claims.



          “Intermediate Guarantor” has the meaning assigned to such term in the introductory paragraph
hereof.




          “Intervening Creditor” has the meaning assigned to such term in Section 2.7(b) hereof.




          “Joinder Agreement” means an agreement substantially in the form of Exhibit A.




          “Letter of Credit” means any letter of credit issued pursuant to the Working Capital Facility
Agreement.




          “Letter of Credit Outstandings” means, at any time, the sum of (i) the aggregate maximum
amount to be drawn under all outstanding Letters of Credit and (ii) the amount of all Unpaid
Drawings under the Working Capital Facility Agreement.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the UCC (or equivalent
statutes) of any jurisdiction.




          “Majority Authorized Representative” means the Authorized Representative of the Series of
Secured Obligations that constitutes the larger amount of the then outstanding Series of Secured
Obligations.




          “Minority Authorized Representative” means the Authorized Representative of the Series of
Secured Obligations (other than the Priority Facility






10









 







Obligations) that constitutes the smaller amount of the then outstanding Series of Secured
Obligations.




          “Minority Authorized Representative Enforcement Date” means with respect to a Series of
Secured Obligations other than the Priority Facility Obligations, the date (the “Enforcement Shift
Trigger Date”) that is 120 days (throughout which 120-day period the Minority Authorized
Representative was the Authorized Representative of such Series of Secured Obligations) after the
occurrence of each of (i) both (x) an Event of Default with respect to such Series of Secured
Obligations has occurred and is continuing and (y) such Series of Secured Obligations is currently
due and payable (or, in the case of any Letter of Credit obligations, required to be
cash-collateralized) in full (whether as a result of acceleration thereof or otherwise) in
accordance with the Secured Document for that Series of Secured Obligations, and (ii) the receipt
by the Collateral Agent and the Majority Authorized Representative of written notice from the
Authorized Representative of such Series of Secured Obligations certifying as to the matters in
(i)(x) and (y); provided that the Minority Authorized Representative Enforcement Date shall be
stayed and shall not occur and shall be deemed not to have occurred if:




                    (1) prior to the Enforcement Shift Trigger Date the Collateral Agent commenced (or was
instructed by the Majority Authorized Representative in accordance with this Agreement to commence)
enforcement action with respect to the Collateral, at any time thereafter so long as the Collateral
Agent is diligently pursuing (or has been instructed by the Majority Authorized Representative to
diligently pursue) enforcement action with respect to the Collateral; and



                    (2) with respect to the Collateral in which at any time the Company or a Guarantor that has
granted a security interest, at any time the Company or any Guarantor, as applicable, is then a
debtor under or with respect to any Insolvency or Liquidation Proceeding; and


provided, further, that if the Majority Authorized Representative has failed to give any
instruction to the Collateral Agent to commence enforcement action with respect to the Collateral
as of the date that would otherwise be the Minority Authorized Representative Enforcement Date,
then the Majority Authorized Representative shall have an additional ten (10) business days to give
such instruction (which instruction, for clarity, shall stay the Minority Authorized Representative
Enforcement Date).




          “Non-Priority Collateral” means any Collateral pledged by the Parent or any Intermediate
Guarantor to secure the Secured Obligations (other than the Priority Facility Obligations).




          “Nordea” has the meaning assigned to such term in the introductory paragraph hereof.




          “Note Guarantee” means the joint and several guarantee pursuant to Article 10 of the Indenture
by a Guarantor of the Obligations of the Company under the Indenture, the Notes and the Security
Documents.







11









 








          “Note Obligations” means Obligations under the Notes, the Note Guarantees, the Indenture or,
to the extent relating to any of the foregoing, any Security Document.




          “Notes” means the Notes as defined in the Indenture.




          “Notice of Event of Default” means written notice given to the Collateral Agent by the
Priority Facility Agent, the Working Capital Facility Agent or the Trustee, stating that an Event
of Default has occurred and is continuing.




          “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.




          “Officer’s Certificate” has the meaning assigned to such term in the Indenture and shall be
for the benefit of the Collateral Agent, the Priority Facility Agent, the Working Capital Facility
Agent and the Trustee.




          “Opinion of Counsel” means a written opinion from legal counsel addressed to the Collateral
Agent, the Priority Facility Agent, the Working Capital Facility Agent and the Trustee who is
reasonably acceptable to the Collateral Agent that meets the requirements of Section 13.05 of the
Indenture. The opinion may include exceptions and qualifications consistent with customary
practice for written third party legal opinions relating to the subject matter of the opinion.




          “Parent” has the meaning assigned to such term in the introductory paragraph hereof.




          “Person” means an individual, corporation, limited liability company, partnership or other
entity.




          “Priority Collateral” means all Collateral pledged to secure the Priority Facility
Obligations; provided that, for the avoidance of doubt, Priority Collateral does not
include Collateral pledged by the Parent or any Intermediate Guarantor.




          “Priority Facility Agent” has the meaning assigned to such term in the introductory paragraph
hereof.




          “Priority Facility Agreement” has the meaning assigned to such term in paragraph 3 of the
Recitals hereof.




          “Priority Facility Authorized Representative” means the Authorized Representative of the
Priority Facility Obligations, as described in clause (iii) of the definition of “Authorized
Representative”.




          “Priority Facility Control Date” means the date that is 180 days after the Priority Facility
Agent has delivered instructions to the Applicable Authorized






12









 







Representative to commence an Enforcement Action in accordance with the terms of Section
6.1(b) hereof.




          “Priority Facility Lenders” means any lender party to the Priority Facility Agreement.




          “Priority Facility Loans” means any loan made under the Priority Facility Agreement.




          “Priority Facility Obligations” means Obligations under the Priority Facility Agreement and,
to the extent related thereto, any Security Document.




          “Priority Standstill Period” means the period commencing upon the occurrence of each of (a)
both (i) an Event of Default has occurred and is continuing under another Series of Secured
Obligations and (ii) such Series of Secured Obligations is currently due and payable (or, in the
case of any Letter of Credit obligations, required to be cash-collateralized) in full (whether as a
result of acceleration thereof or otherwise) in accordance with the Secured Document for such
Series of Secured Obligations, and (b) the receipt by the Priority Facility Agent of written notice
from the Authorized Representative with respect to such Series of Secured Obligations certifying as
to the matters in (a)(ii) and (iii) and ending 120 days after such occurrence.




          “Realization Proceeds” includes any and all cash, securities and other property received or
realized from foreclosure, sale, collection suit or other means of realization of the Liens upon
any Collateral (including distributions of Collateral in satisfaction of any Secured Obligations)
or distributed in any Insolvency or Liquidation Proceeding in respect of any claim upon any Secured
Obligation that is allowed or enforceable therein as a claim secured by any Collateral pursuant to
the Security Documents.




          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease,
amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other
Indebtedness or enter alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original
instrument giving rise to such Indebtedness has been terminated and including, in each case,
through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have
correlative meanings.




          “Residual Authorized Representative Enforcement Date” is the date (the “Residual Enforcement
Shift Trigger Date”) that is 120 days after the occurrence of the Minority Authorized
Representative Enforcement Date; provided that the Residual Authorized Representative Enforcement
Date shall be stayed and shall not occur and shall be deemed not to have occurred if prior to the
Residual Enforcement Shift Trigger Date the Collateral Agent commenced (or was instructed by the
Minority Authorized Representative in accordance with this agreement to commence) enforcement
action with respect to the Collateral, at any time thereafter so long as the Collateral Agent is






13









 







diligently pursuing (or has been instructed by the Minority Authorized Representative to
diligently pursue) enforcement action with respect to the Collateral.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Secured Documents” means, collectively, (a) the Working Capital Facility Agreement, (b) the
Indenture and (c) the Priority Facility Agreement.




          “Secured Obligations” means, collectively, (a) the Working Capital Facility Obligations, (b)
the Note Obligations and (c) the Priority Facility Obligations.




          “Secured Parties” means (a) the Collateral Agent, (b) the Working Capital Facility Agent and
the Working Capital Facility Lenders under the Working Capital Facility Agreement, (c) the Trustee
and the Holders of the Notes and (d) the Priority Facility Agent and the Priority Facility Lenders
under the Priority Facility Agreement.




          “Security Documents” means this Agreement and one or more ship mortgages, charges, floating
charges, deeds of charge, security agreements, factoring agreements, pledge agreements, collateral
assignments, debentures, mortgages, deeds of covenants, collateral agency agreements, deeds of
trust or other grants or transfers for security (including any Mortgages and Equipment Pledges)
executed and delivered by the Company or any Guarantor creating (or purporting to create) a Lien in
favor of the Collateral Agent upon the Priority Collateral or the Non-Priority Collateral, as the
case may be, for purposes of securing the Secured Obligations or any other Obligations of the
Company or any Guarantor under the Secured Documents or the Security Documents, in each case, as
amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in
accordance with its terms and the terms of the Secured Documents.




          “Series of Secured Obligations” means (i) collectively, the Working Capital Facility
Obligations, (ii) collectively, the Note Obligations or (iii) collectively, the Priority Facility
Obligations.




          “Subsidiary Guarantee Agreement” means that certain Subsidiaries Guaranty, dated as of
September 21, 2010, among each of the guarantors party thereto, in favor of Cantor Fitzgerald
Securities, as administrative agent for the benefit of the Secured Creditors (as defined therein).




          “Subsidiary Guarantor” has the meaning assigned to such term in the introductory paragraph
hereof.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa—77bbbb) and the rules and
regulations thereunder, as in effect on the date on which the Indenture is qualified under the TIA.




          “Transaction Documents” means collectively the Secured Documents and the Security Documents.







14









 








          “Trico Holdco” has the meaning assigned to such term in the introductory paragraph hereof.




          “Trico Marine Cayman” has the meaning assigned to such term in the introductory paragraph
hereof.




          “Trustee” has the meaning assigned to such term in paragraph 2 of the Recitals hereof.




          “UCC” means the Uniform Commercial Code as in effect in the State of New York or any other
applicable jurisdiction.




          “Unpaid Drawings” means, with respect to any payment or disbursement made by a Working Capital
Facility Lender under any Letter of Credit issued by it, the amount so paid until reimbursed.




          “US$” means United States dollars.




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




          “Working Capital Facility Agent” means (i) the Initial Working Capital Facility Agent and (ii)
any subsequent Working Capital Facility Agent (x) designated in writing to the Collateral Agent
(with a copy to the Trustee and the Company specifying the name of such agent and its address) as
the “Working Capital Facility Agent” by Working Capital Facility Lenders holding a majority in
principal amount of Working Capital Loans made and face amount of all Letters of Credit issued
under the Working Capital Facility Agreement and (y) that has executed a joinder agreement to this
Agreement (which need only be signed by such Working Capital Facility Agent) agreeing to be bound
by the terms and provisions of this Agreement and accepting the obligations of the Working Capital
Facility Agent in such capacity hereunder. Such Person shall succeed to and become vested with all
the rights, powers, privileges and duties of the predecessor Working Capital Facility Agent, and
the predecessor Working Capital Facility Agent shall be discharged from its duties and obligations
hereunder.




          “Working Capital Facility Agreement” means the Initial Working Capital Facility Agreement
including any related notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as






15









 







amended, restated, modified, renewed, refunded, replaced or Refinanced from time to time so as
to provide for an aggregate principal amount of borrowings and/or face amount of letters of credit
of up to $65,000,000 (such amendment, restatement, modification, renewal, refunding, replacement or
refinancing, a “Working Capital Facility Refinancing”), regardless of whether such Working Capital
Facility Refinancing is with the same financial institutions or otherwise. Notwithstanding anything
to the contrary herein or in the Indenture, nothing herein or therein shall be deemed to prohibit
or otherwise restrict the ability of the Company to effect a Working Capital Facility Refinancing
in an amount greater than the Indebtedness so amended, restated, modified, renewed, refunded,
replaced or Refinanced, provided that only such portion of the aggregate principal amount of
borrowings and/or face amount of Letters of Credit incurred under such Working Capital Facility
Refinancing that does not exceed $65,000,000 at any one time outstanding shall be deemed to be
Indebtedness incurred under the Working Capital Facility Agreement.




          “Working Capital Facility Lenders” means any lender party to the Working Capital Facility
Agreement (including any banking affiliate of any such lender which has agreed to issue Letters of
Credit pursuant to the Working Capital Facility Agreement).




          “Working Capital Loans” means any loan made under the Working Capital Facility Agreement.




          “Working Capital Facility Obligations” means (i) the principal of any Working Capital Loans
and the amount of reimbursement obligations in respect of any Letters of Credit (in a maximum
aggregate outstanding principal amount of $65,000,000) and (ii) all other Obligations under the
Working Capital Facility Agreement and, to the extent related to such Obligations, the Security
Documents.




          SECTION 1.2 Rules of Construction. Unless the context otherwise requires:




               (a) a term has the meaning assigned to it;



               (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP;



               (c) “including” means “including without limitation,” “including but not limited to” or words
of similar import;



               (d) the word “will” shall be construed to have the same meaning and effect as the word
“shall”;



               (e) words in the singular include the plural, and in the plural include the singular;



               (f) provisions apply to successive events and transactions;



16









 





               (g) references to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from time to time;



               (h) references to “Sections,” “clauses,” “Articles,” “Exhibits” and “Schedules” shall be to
Sections, clauses, Articles, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided;



               (i) the use in this Agreement of the words “herein,” “hereof” and “hereunder,” and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof;



               (j) for purposes of the definitions of Majority Authorized Representative and Minority
Authorized Representative, at any time, (i) the outstanding amount of the Series of Secured
Obligations constituting the Note Obligations will be the principal amount of the Notes outstanding
at such time, (ii) the outstanding amount of the Series of Secured Obligations constituting the
Working Capital Facility Obligations will be the aggregate of the Commitments of all Working
Capital Facility Lenders at such time (or, if the Commitments have been terminated in full at such
time, the sum of the aggregate principal amount of Working Capital Loans made and the face amount
of any undrawn Letters of Credit issued under the Working Capital Facility Agreement (other than
those already cash collateralized at 105% of face amount) outstanding at such time) and (iii) the
outstanding amount of the Series of Secured Obligations constituting the Priority Facility
Obligations will be the sum of the aggregate principal amount of Priority Facility Loans made under
the Priority Facility Agreement outstanding at such time; and



               (k) for purposes of the definitions of “Working Capital Facility Agreement” and “Working
Capital Facility Obligations,” the maximum aggregate outstanding amount of principal and
reimbursement obligations under the Working Capital Facility that may constitute “Working Capital
Facility Obligations,” or be deemed Indebtedness incurred under the Working Capital Facility
Agreement, shall, during any period in which an Actionable Event of Default has occurred and is
continuing, be reduced by any Realization Proceeds that have previously been applied during such
period pursuant to Section 2.7 to the payment (or, in the case of any Letter of Credit
Obligations, cash collateralization) of Working Capital Facility Obligations.



ARTICLE II




OBLIGATIONS AND POWERS OF COLLATERAL AGENT; COLLATERAL



          SECTION 2.1 Undertaking of the Collateral Agent.




               (a) The Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions
set forth in this Agreement, to act as agent and as representative for the benefit solely and
exclusively of the Priority Facility Agent, the Trustee, the Working Capital Facility Agent and the
present and future Priority Facility Lenders, Working Capital Facility Lenders and Holders, and in
such capacity shall:



17









 





                    (i) accept, enter into, hold, administer, maintain and enforce all Security Documents,
including all Collateral subject thereto, and all Liens created or granted to it thereunder,
perform its obligations thereunder and protect, exercise and enforce the interests, rights, powers
and remedies granted or available to it under or pursuant to or in connection with the Security
Documents or applicable laws;



                    (ii) take all lawful and commercially reasonable actions that it may deem necessary or
advisable to protect or preserve its interests, rights, powers and remedies in the Collateral and
such interests, rights, powers and remedies, including, instituting and maintaining such suits and
proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its
interests, rights, powers and remedies in the Collateral, subject to the terms of the Security
Documents;



                    (iii) deliver and receive notices pursuant to the Security Documents;



                    (iv) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect
to, or otherwise exercise or enforce the rights and remedies of a secured party (including as
mortgagee, vessel mortgagee, marine mortgagee, stock pledgee, share pledgee, trust deed beneficiary
and insurance beneficiary or loss payee) with respect to the Collateral and its other interests,
rights, powers and remedies, subject to the terms of the Security Documents;



                    (v) remit to the Priority Facility Agent, the Trustee or the Working Capital Facility Agent,
as provided in Section 2.7, all cash proceeds received by the Collateral Agent from the
collection, foreclosure or enforcement of its interest in the Collateral under the Security
Documents or any of its other interests, rights, powers or remedies;



                    (vi) direct the disbursement of funds as expressly provided for in this Agreement;



                    (vii) take any actions required to be taken under the Security Documents subject to the
provisions of this Agreement; and



                    (viii) provide instructions from time to time as required by the terms of the Security
Documents, subject to the terms of this Agreement;


provided, however, except as directed by the Applicable Authorized Representative, the Collateral
Agent shall not be obligated to act upon directions purported to be delivered to it by any other
Person or to foreclose upon or otherwise enforce or take any action with respect to any Lien or
other remedy at law, equity or otherwise, or pursuant to any Security Document.




               (b) Each party to this Agreement acknowledges and consents to the undertaking of the
Collateral Agent set forth in Section 2.1(a) and agrees to each of the other provisions of
this Agreement applicable to the Collateral Agent.




18











 





               (c) Upon receipt of any Act of the Applicable Authorized Representative, given in accordance
with the terms of this Agreement, with indemnities satisfactory to the Collateral Agent as provided
in Section 4.14(d), the Collateral Agent shall take, or direct the taking of, any action
provided for in such direction. Such action may include, (x) the giving of any release, notice,
approval, consent or waiver which may be called for hereunder or under the Security Documents that
the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and
delivery of additional Security Documents, or (z) employing agents or directing trustees in order
to accomplish the actions requested.



               (d) Notwithstanding the preceding, nothing shall impair the ability of the Trustee or the
Collateral Agent to take any action necessary to comply with any obligations imposed under any
applicable law, including the TIA.



               (e) Subject in all respects to the provisions of this Agreement, upon the direction of the
Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be
taken by the Collateral Agent in the Priority Facility Agreement, the Indenture and the Working
Capital Facility Agreement, as the case may be, and shall have all the rights and immunities
specified as those of the Collateral Agent in each of the Secured Documents.



          SECTION 2.2 Collateral.




               (a) The Collateral will secure, in accordance with the priorities set forth in Section 2.7
hereof, the Secured Obligations and will be pledged by the Company and the Guarantors to the
Collateral Agent for the benefit of the Secured Parties. The Collateral pledged by the Company
will secure, in accordance with the priorities set forth in Section 2.7 hereof, the Priority
Facility Loans made under the Priority Facility Agreement, the Notes issued under the Indenture and
the Working Capital Loans made and the Letters of Credit issued under the Working Capital Facility
Agreement and the Company’s Obligations under the Security Documents; and the Collateral pledged by
any Guarantor will secure, in accordance with the priorities set forth in Section 2.7 hereof, the
guarantee by such Guarantor made under the Subsidiary Guarantee Agreement of the Priority Facility
Loans, the Note Guarantee of such Guarantor and the guarantee by such Guarantor of the Working
Capital Loans made and the Letters of Credit issued under the Working Capital Facility Agreement
and such Guarantor’s Obligations under the Security Documents. Only the Collateral Agent will be
entitled to enforce the Liens granted under the Security Documents.



               (b) No Indebtedness (other than the Secured Obligations) incurred by the Company or any
Guarantor may share in Liens in the Collateral.



               (c) Subject to the terms of the Secured Documents, the Company and the Guarantors shall be
permitted to incur additional Indebtedness in the future under the Working Capital Facility
Agreement which could share in the Collateral. Any Indebtedness incurred under the Working Capital
Facility Agreement is, and will be required at all times to be, subject to this Agreement. No
collateral will secure any



19









 




Indebtedness under the Working Capital Facility Agreement unless such collateral is Collateral
that also secures the Notes in accordance with this Agreement. The principal amount of Indebtedness
outstanding at any time under the Working Capital Facility Agreement that is secured by the
Collateral will be limited by Section 4.07 and Section 4.14 of (and clause (i) of the definition of
“Permitted Liens” in) the Indenture and by Section 10.01 and Section 10.04 of the Initial Working
Capital Facility Agreement and Section 10.01 and Section 10.04 of the Priority Facility Agreement.




               (d) Subject to the terms of the Secured Documents, the aggregate principal amount of
Indebtedness outstanding at any time that is secured by the Collateral will be limited to
$487,000,000, which shall consist of $400,000,000 in the case of the Indenture, $22,000,000 in the
case of the Priority Facility Agreement and $65,000,000 in the case of the Working Capital Facility
Agreement.



               (e) Subject to the terms of the Security Documents, the Company and the Guarantors will have
the right to remain in possession and retain exclusive control of the Collateral securing the
Secured Obligations (other than any cash, securities, obligations and Cash Equivalents constituting
part of the Collateral that may be deposited with the Collateral Agent in accordance with the
provisions of the Security Documents and other than as set forth in the Security Documents), to
freely operate or otherwise use the Collateral and to collect, invest and dispose of any income
therefrom unless an Actionable Event of Default has occurred. Upon such an Actionable Event of
Default, the Collateral Agent will be entitled to foreclose upon and sell the Collateral or any
part thereof as provided in the Security Documents.



               (f) The Capital Stock and other securities of the Company or any Guarantor constitute
Collateral only to the extent that such Capital Stock and other securities can secure the notes or
the Note Guarantees without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or
any other law, rule or regulation) requiring separate financial statements of such Person to be
filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of
Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC
to require (or is replaced with another rule or regulation, or any other law, rule or regulation is
adopted, which would require) the filing with the SEC (or any other governmental agency) of
separate financial statements of any Person due to the fact that such Person’s Capital Stock and
other securities secure the Notes or the Note Guarantees, then such portion (and only such portion)
of the Capital Stock and other securities of such Person as shall constitute the minimum amount
necessary to avoid having such Person be subject to such requirement shall automatically be
released and deemed not to be part of the Collateral. In such event, each Secured Document and any
Security Document may be amended or modified, without the consent of any holder of any Secured
Obligation, to the extent necessary to release the first-priority security interests on such
portion of the shares of Capital Stock and other securities that are so deemed to no longer
constitute part of the Collateral.



          In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is
amended, modified or interpreted by the SEC to permit (or is replaced






20









 







with another rule or regulation, or any other law, rule or regulations adopted, which would
permit) such Capital Stock and other securities to secure the Notes or the Note Guarantees in
excess of the portion then pledged without the filing with the SEC (or any other governmental
agency) of separate financial statements of such Person, then such additional portion of the
Capital Stock and other securities of such Person as shall constitute the maximum additional amount
possible without having such Person be subject to such requirement shall automatically be deemed to
be a part of the Collateral. In such event, each Secured Document or any Security Document may be
amended or modified, without the consent of any holder of any Secured Obligation, to the extent
necessary to subject such additional Capital Stock and other securities to the Liens under the
Security Documents.




          SECTION 2.3 Certain Letters of Credit. Notwithstanding anything to the contrary contained
herein (including, without limitation, Section 2.6(b)), the parties hereto hereby acknowledge and
agree that to the extent that any letter of credit (other than any Letter of Credit issued under
the Working Capital Facility outstanding on September 21, 2010) issued by Nordea is cash
collateralized and the related obligations are not otherwise secured, no Secured Party shall have a
Lien on the amounts deposited in a deposit account or securities account to cash collateralize such
letter of credit and no such deposited amounts shall form part of the Collateral, in each case so
long as such letter of credit or any related obligations remains outstanding.




          SECTION 2.4 Release or Subordination of Liens. The Collateral Agent will not release or
subordinate any Lien created or granted by any Security Document, or consent to the release or
subordination of any Lien created or granted by any Security Document, except (i) as required by
Article III; and (ii) as ordered pursuant to applicable law under a final and nonappealable
order of a court of competent jurisdiction.




          SECTION 2.5 Enforcement of Liens.




               (a) If the Collateral Agent at any time receives a written notice of the occurrence and
continuance (as of the date of such notice) of any Event of Default, it will promptly deliver
written notice thereof to the Priority Facility Agent, the Working Capital Facility Agent and the
Trustee.



               (b) Upon the occurrence and continuance of any Actionable Event of Default, subject to
Article IV and Article VI, the Collateral Agent shall act, or decline to act, as
directed by an Act of the Applicable Authorized Representative, in the exercise and enforcement of
the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under
the Security Documents or applicable law and, following the initiation of such exercise of
remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such
exercise of remedies as directed by an Act of the Applicable Authorized Representative. Unless it
has been directed to the contrary by an Act of the Applicable Authorized Representative, the
Collateral Agent may (but shall not be obligated to) take or refrain from taking such action with
respect to



21









 




such Actionable Event of Default as the Collateral Agent may deem advisable and in the best
interest of the holders of Secured Obligations.




          SECTION 2.6 Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the
contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the
Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements,
vessel mortgage, marine mortgage or other documents filed or recorded to create or perfect any Lien
upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the
rules for determining priority under the UCC or any other law governing relative priorities of
secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all
of the Secured Obligations in accordance with the priorities set forth in Section 2.7.




               (b) The Priority Facility Agent, on behalf of the Priority Facility Lenders, the Working
Capital Facility Agent, on behalf of the Working Capital Facility Lenders, and the Trustee, on
behalf of the Holders, hereby agree that, subject to Section 2.6(c), if any such Secured
Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take
or cause to be taken by the Company or any other appropriate Person any and all action necessary to
create and perfect (i) first priority Liens for the benefit of the Priority Facility Obligations
and second priority Liens on an equal and ratable basis for the benefit of the Note Obligations and
the Working Capital Facility Obligations in the Priority Collateral and (ii) first priority Liens
for the benefit of the Note Obligations and the Working Capital Facility Obligations in the
Non-Priority Collateral, subject to the payment priorities as provided in this Agreement, including
executing and delivering mortgages, security agreements, financing statements, amendments to
financing statements, and any other agreements, documents, certificates or instruments necessary to
accomplish the foregoing.



               (c) Subject to Section 6.1(e), the Priority Facility Agent, on behalf of the Priority
Facility Lenders, the Working Capital Facility Agent, on behalf of the Working Capital Facility
Lenders, and the Trustee, on behalf of the Holders, hereby agree to take or cause to be taken by
the Company or any other appropriate Person any and all action necessary to cause the Collateral
Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing
the Secured Obligations, including executing and delivering mortgages, security agreements,
financing statements, amendments to financing statements, and any other agreements, documents,
certificates or instruments evidencing or required or permitted to be filed to create or perfect a
Lien on any Collateral.



               (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i)
execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing
statements, security agreements, documents, certificates or instruments pertaining to the
Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates
or instruments as may be necessary to perfect a Lien on any Collateral. The Priority Facility
Agent, the Working Capital Facility Agent, the Trustee, the Company and each Guarantor hereby
authorizes the



22









 




Collateral Agent to file such documents and take all further action that may be necessary or
desirable, to confirm, perfect, preserve and protect the security interests intended to be granted
under the Security Documents. Each of the Priority Facility Agent, the Working Capital Facility
Agent, the Trustee, the Company and each Guarantor hereby authorizes the Collateral Agent to
execute and deliver on behalf of such Person and to file such other financing statements and
similar notices without the signature of such Person either in the Collateral Agent’s name or in
the name of such Person and as agent and attorney in fact for such Person. Subject to the terms of
Section 7.20, the Priority Facility Agent, the Working Capital Facility Agent, the Trustee,
the Company and each Guarantor shall do all such additional and further acts or things, give such
assurances and execute such agreements, documents, certificates or instruments as the Collateral
Agent may reasonably request to vest more completely in and assure to the Collateral Agent and the
Secured Parties their rights under this Agreement (including this Section 2.6) with respect
to the Security Documents.




          SECTION 2.7 Application of Collateral.




               (a) If an Actionable Event of Default has occurred and is continuing and the Collateral Agent
takes action to enforce rights in respect of any Collateral, or any distribution is made with
respect to any Collateral in any case of the Company or any Guarantor under any Bankruptcy Law, any
Realization Proceeds (subject to Section 2.7(b)) shall be applied, after payment of all
amounts owing to the Collateral Agent, (x) in the case of Priority Collateral, first, to
the payment in full of all Priority Facility Obligations, and second, to the payment (or,
in the case of any Letter of Credit Obligation constituting a Working Capital Facility Obligation
not already cash collateralized at 105% of face amount, cash collateralization at 105% of the face
amount thereof) in full of the remaining Secured Obligations on a ratable basis and (y) in the case
of Non-Priority Collateral, among the Secured Obligations to the payment (or, in the case of any
Letter of Credit Obligation constituting a Working Capital Facility Obligation not already cash
collateralized at 105% of face amount, cash collateralization at 105% of the face amount thereof)
in full of the Secured Obligations (other than the Priority Facility Obligations) on an equal and
ratable basis. If any Secured Party obtains possession of any Collateral or realizes any
Realization Proceeds in respect thereof, at any time prior to the Discharge of all of the Secured
Obligations, then such Secured Party shall hold such Collateral and Realization Proceeds in trust
for the other Secured Parties (except in the case of any Non-Priority Collateral held by Secured
Parties listed in clauses (a), (b) or (c) of the definition thereof, which does not need to be held
in trust by the Secured Party listed in clause (d) of the definition thereof), and promptly
transfer such Collateral and Realization Proceeds to the Collateral Agent to be distributed in
accordance with this Agreement.



               (b) Notwithstanding the foregoing, with respect to any Collateral for which a Person (other
than a Secured Party) has a lien or security interest that is junior in priority to the security
interest of any Series of Secured Obligations but senior (as determined by appropriate legal
proceedings in the case of any dispute) to the security interest of any other Series of Secured
Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds
which are allocated to



23









 




such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or
proceeds to be distributed in respect of the Series of Secured Obligations with respect to which
such Impairment exists.




               (c) This Section 2.7 sets forth certain relative rights of the Collateral Agent, the
Priority Facility Agent, the Trustee and the Working Capital Facility Agent. Nothing in this
Agreement will:



                    (1) impair, as between the Company, any Guarantor and the holders of the Secured Obligations,
the obligation of the Company, which is absolute and unconditional, to pay the Secured Obligations
of the Company, and the obligation of each Guarantor, which is absolute and unconditional, to pay
the Secured Obligations of such Guarantor, in each case, in accordance with their respective terms
or to perform any other obligation of the Company or any Guarantor under the Priority Facility
Agreement, the Indenture or the Working Capital Facility Agreement; or



                    (2) affect the relative rights of holders of Secured Obligations and other creditors of the
Company or any of the Guarantors.


This Section 2.7 is intended for the benefit of, and will be enforceable as a third party
beneficiary by, each present and future holder of Secured Obligations.




               (d) Until the date that the Collateral Agent applies all proceeds pursuant to Section
2.7(a), a non-interest bearing segregated trust account (the “Collateral Account”) on behalf of
the Priority Facility Agent, the Trustee and the Working Capital Facility Agent for the benefit of
the respective holders of the Secured Obligations shall be maintained by the Collateral Agent at
its corporate trust department in accordance with the terms of this Agreement. The Collateral
Account shall be, at all times, in the name of and under the control of the Collateral Agent in its
capacity as such. All Realization Proceeds received by the Collateral Agent from any foreclosure,
collection suit or other realization of the Collateral Agent’s Liens upon any Collateral or
distributed in any Insolvency or Liquidation Proceeding shall be deposited in the Collateral
Account and, thereafter, shall be held and applied by the Collateral Agent all in accordance with
the terms of this Agreement.



               (e) The Collateral Agent shall establish, in addition to the Collateral Account provided for
in Section 2.7(d) above, a non-interest bearing segregated trust account on behalf of the
Company in the event of receipt by the Company, Holdings or a Subsidiary Guarantor of (i) any Net
Available Cash attributable to a Sold Mortgaged Vessel or the Capital Stock of a Sold Vessel Owning
Guarantor, (ii) Refund Proceeds, (iii) any Net Event of Loss Proceeds from any Event of Loss, or
(iv) Net Available Cash from a Collateral Disposition. All cash and cash equivalents received by
the Collateral Agent from any such event, shall be deposited in such account (“Cash Collateral
Account”) and thereafter shall be held, applied and/or disbursed by the Collateral Agent in
accordance with the terms of the Secured Documents and this Agreement. Such Cash Collateral
Account shall be maintained by the Collateral Agent at its corporate trust department in accordance
with this Agreement. The Cash



24









 




Collateral Account shall be, at all times, in the name of and under the sole control of the
Collateral Agent in its capacity as such. Proceeds constituting (i) any Realization Proceeds shall
be deposited only in the Collateral Account, and (ii) any Net Available Cash attributable to a Sold
Mortgaged Vessel or the Capital Stock of a Sold Vessel Owning Guarantor, Refund Proceeds, any Net
Event of Loss Proceeds from any Event of Loss and Net Available Cash from a Collateral Disposition
shall be deposited only in the Cash Collateral Account.




               (f) Pending the distribution of funds in the Collateral Account or Cash Collateral Account in
accordance with the provisions of the Secured Documents and this Agreement, such Collateral Account
and Cash Collateral Account will be maintained as provided below:



                    (1) the Collateral Agent shall, subject to the provisions of Article III and
Article VI, and the other provisions of this Article II, from time to time (i)
invest amounts on deposit in the Collateral Account and the Cash Collateral Account in Cash
Equivalents and (ii) invest interest paid on such Cash Equivalents and reinvest other proceeds of
any such Cash Equivalents that may mature or be sold, in additional Cash Equivalents, in each case
at the written direction of the Company so long as the Collateral Agent has not received a Notice
of Event of Default, and in Cash Equivalents described in clause (2) or clause (3) of the
definition of such term after such notice while such Event of Default is continuing, with interest
and proceeds that are not invested or reinvested in Cash Equivalents deposited and held in the
Collateral Account or the Cash Collateral Account, as applicable; notwithstanding the foregoing,
the Company shall to the extent possible, ensure that the Collateral Agent is directed to invest
(and in the case of investments made following the receipt by the Collateral Agent of a Notice of
Event of Default, the Collateral Agent shall, to the extent possible, invest) any funds to be
distributed on a date intended for the distribution of any amounts or proceeds therefrom in Cash
Equivalents that shall mature or become liquid on or prior to such date;



                    (2) all Cash Equivalents in respect of the Collateral Account and the Cash Collateral Account
and all interest and income received thereon and therefrom and the net proceeds realized on the
maturity or sale thereof shall be held in the Collateral Account or the Cash Collateral Account, as
applicable, as a part of the Collateral pursuant to the terms hereof; and



                    (3) the Collateral Account and the Cash Collateral Account shall each be subject to such
applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other appropriate banking or regulatory authority, as are in effect from time to
time.



               (g) In connection with the application of proceeds pursuant to Section 2.7(a), except
as otherwise directed by an Act of the Applicable Authorized Representative, the Collateral Agent
may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.



25









 





               (h) In connection with the application of proceeds pursuant to Section 2.7(a), the
Collateral Agent may be required, and is hereby authorized by the Priority Facility Agent, the
Trustee and the Working Capital Facility Agent, to convert foreign currency proceeds to US$ or US$
proceeds to foreign currency, as may be required to satisfy the respective Secured Obligations in
the currency in which such Secured Obligations are denominated. The Collateral Agent shall make
any such conversion in accordance with its own banking procedures in a timely fashion so as to
allow the distribution of proceeds pursuant to Section 2.7(a) on the date otherwise
specified for such payment.



               (i) Except as provided in Section 2.7(f)(1) in the case where the Collateral Agent has
received a Notice of Event of Default, the Collateral Agent shall have no obligation to invest and
reinvest any cash held in the absence of timely and specific investment direction from the Company.
The Collateral Agent shall have no liability for the selection of investments or for any loss
incurred in connection with any investment or any sale, liquidation or redemption.



               (j) In the event the Collateral Agent receives proceeds of the disposition of any Collateral
in circumstances in which the terms of the Secured Documents or the Security Documents do not
direct the Collateral Agent as to the application of such proceeds, the Collateral Agent may
request that the Applicable Authorized Representative instruct the Collateral Agent as to the
proper application of such proceeds; provided that so long as the Collateral Agent has not received
a Notice of Event of Default, the Collateral Agent shall not act on such instructions from the
Applicable Authorized Representative unless it has also obtained the consent thereto from the
Company. Prior to the receipt of such instructions and, if required as aforesaid such consent
thereto contemplated by the terms of this Section 2.7(j), the Collateral Agent shall
deposit such proceeds in the Cash Collateral Account.



               (k) The Collateral Agent in its capacity as bank and securities intermediary hereby agrees to
comply with any and all entitlement orders (within the meaning of Section 8-102 of the UCC) and/or
instructions (within the meaning of Section 9-104(a)(2) of the UCC) originated by the Collateral
Agent, in its capacity as a Secured Party, directing the disposition of funds or other assets in
the Collateral Account or the Cash Collateral Account, in each case without the consent of Company,
Holdings or any Guarantor.



          SECTION 2.8 Credit Bid Rights.




               (a) If, during the continuance of an Actionable Event of Default, the Collateral Agent
forecloses any of its Liens upon any Collateral, whether by public sale, private sale or judicial
foreclosure or otherwise, and if directed in writing by an Act of the Applicable Authorized
Representative, to exercise its credit bid rights as provided in this Section 2.8(a), the
Collateral Agent, acting for and on behalf of the Priority Facility Lenders, the Holders and the
Working Capital Facility Lenders, shall be entitled (to the fullest extent it may lawfully do so)
to use and apply then matured Secured Obligations as a credit on account of the purchase price
payable by the Collateral



26









 




Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale,
for all purposes related to bidding and making settlement or payment of the purchase price at such
foreclosure sale.




               (b) Each of the Company and the Guarantors hereby grants, confirms and agrees to cooperate
with and permit the exercise and enforcement of the rights set forth in this Section 2.8.



          SECTION 2.9 Appointment and Powers of the Collateral Agent.




               (a) The Collateral Agent is hereby irrevocably appointed as agent and representative of and on
behalf of and for the benefit of the Secured Parties, to secure the payment and performance in full
of the Secured Obligations. The Collateral Agent hereby accepts such appointment. In addition,
the Collateral Agent is hereby irrevocably appointed as security trustee on behalf of and for the
benefit of the Secured Parties with respect to that certain first preferred Vanuatu ship mortgage
over the Vanuatu registered vessel NORTHERN PRINCESS, Official No. 1576, to be entered into
contemporaneously with this Agreement and as the same may be amended, modified or restated from
time to time. The Collateral Agent hereby accepts such appointment. Each of the Priority Facility
Agent, the Trustee and the Working Capital Facility Agent confirms that each Priority Facility
Lender (in the case of the Priority Facility Agent), Holder (in the case of the Trustee) and each
Working Capital Facility Lender (in the case of the Working Capital Facility Agent) has (i)
irrevocably appointed the Collateral Agent, in such capacity, to act as its agent and Collateral
Agent under this Agreement and (ii) irrevocably authorized the Collateral Agent to perform the
duties and exercise the rights, powers and discretions that are specifically given to it under this
Agreement, together with any other incidental rights, powers and discretions.



               (b) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its
obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies,
in each case pursuant to the Security Documents and applicable law and to act as set forth in this
Article II or as requested in any lawful directions given to it from time to time in
respect of any matter by Act of the Applicable Authorized Representative.



               (c) Subject to Article IV, the Collateral Agent shall take direction only pursuant to
an Act of the Applicable Authorized Representative.



               (d) No direction given to the Collateral Agent (whether given by Act of the Applicable
Authorized Representative or otherwise by any Person) that in the sole judgment of the Collateral
Agent imposes, or purports to impose or might reasonably be expected to impose, upon the Collateral
Agent any obligation or liability not set forth in or arising under this Agreement or any other
Security Document accepted by the Collateral Agent shall be binding upon the Collateral Agent
unless the Collateral Agent elects, at its sole discretion, to accept such direction.



27









 





               (e) Except as specifically provided herein, the Priority Facility Agent, the Working Capital
Facility Agent and the Trustee are party to this Agreement solely to confirm their acknowledgement
of the undertaking of the Collateral Agent set forth in Section 2.1(a) and their acceptance
of the rights granted to them by this Agreement. Neither the Priority Facility Agent, the Working
Capital Facility Agent nor the Trustee nor any Secured Party nor any other holder of Secured
Obligations shall have (i) any obligation or liability under this Agreement (except as specifically
provided herein) or under any Act of the Applicable Authorized Representative, to which it is not a
signatory party, (ii) any responsibility or duty whatsoever in respect of the Collateral or the
Security Documents or any other interest, right, power or remedy granted to or enforceable by the
Collateral Agent, it being understood and agreed by the Collateral Agent and by the Company and the
Guarantors that only the Collateral Agent shall be bound by, or liable for breach of, the
obligations of the Collateral Agent set forth in or arising under the Security Documents, including
all obligations imposed by law upon a secured party relating to the protection, maintenance,
release or enforcement of any security interest in any Collateral or any other interest, right,
power or remedy of the Collateral Agent, or (iii) any liability whatsoever for any act or omission
of the Collateral Agent, whether or not constituting a breach of the Collateral Agent’s undertaking
and obligations under this Agreement or otherwise constituting wrongful conduct.



          SECTION 2.10 Exclusive Benefit. The Collateral Agent will accept, hold, administer and
enforce all Liens on the Collateral, and all Collateral, at any time transferred or delivered to it
and all other interests, rights, powers and remedies at any time granted to or enforceable by the
Collateral Agent and all property included in the Collateral solely and exclusively for the benefit
of the holders of the applicable Secured Obligations, as herein provided, and will distribute all
proceeds received by it in realization thereon or from enforcement thereof solely and exclusively
as provided in Section 2.7.




ARTICLE III




LIEN RELEASES



          SECTION 3.1 Release of Liens on Collateral.




               (a) The Collateral Agent shall release the Liens upon the Collateral:



                    (1) in whole, upon payment (or, in the case of Letters of Credit, cash-collateralization at
105% of face amount) in full of the Priority Facility Loans made under the Priority Facility
Agreement, the Notes, the Working Capital Loans made and Letters of Credit issued under the Working
Capital Facility Agreement and all other Secured Obligations that are outstanding, due and payable
at the time the Priority Facility Loans made under the Priority Facility Agreement, the Notes, the
Working Capital Facility Loans made and Letters of Credit issued under the Working Capital Facility
Agreement and such other Secured Obligations are paid (or, in the case of Letters of Credit,
cash-collateralized) in full, and in connection with such payments under the



28









 




Working Capital Facility Agreement, any Commitments which are in effect at the time thereof
are fully and completely terminated;




                    (2) with respect to the Note Obligations only, upon receipt of written notice from the Trustee
of satisfaction and discharge of the Indenture as set forth in Section 8.09 of the Indenture;



                    (3) with respect to the Note Obligations only, upon receipt of written notice from the Trustee
of a Legal Defeasance as set forth in Section 8.02 of the Indenture;



                    (4) with respect to the Note Obligations only, upon receipt of written notice from the Trustee
of payment in full of the Notes and all other Note Obligations that are outstanding, due and
payable at the time the Notes are paid in full;



                    (5) with respect to the Working Capital Facility Obligations only, upon payment in full of the
Working Capital Facility Loans made (and cash collateralization of all Letters of Credit issued at
105% of face amount) under the Working Capital Facility Agreement and all other Working Capital
Facility Obligations that are outstanding, due and payable at the time the Working Capital Facility
Obligations are paid (or, in the case of Letters of Credit, cash-collateralized at 105% of face
amount) in full, and in connection therewith, any Commitments which are in effect at the time
thereof are fully and completely terminated;



                    (6) with respect to the Priority Facility Obligations only, upon payment in full of the
Priority Facility Loans made under the Priority Facility Agreement and all other Priority Facility
Obligations that are outstanding, due and payable at the time the Priority Facility Obligations are
paid;



                    (7) as to any Collateral that constitutes all or substantially all of the Collateral, with the
consent of all of the Priority Facility Lenders (unless such Collateral is Non-Priority
Collateral), the Holders of 100% in principal amount of the Notes and all of the Working Capital
Facility Lenders (including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes);



                    (8) subject to the provisions of this Agreement, as to any Collateral which constitutes less
than all or substantially all of the Collateral, with the consent of the holders of a majority in
principal amount of all Priority Facility Loans made under the Priority Facility Agreement then
outstanding (unless such Collateral is Non-Priority Collateral), Holders of a majority in principal
amount of the Notes and holders of a majority in principal amount of all Working Capital Loans made
and the face amount of all Letters of Credit issued under the Working Capital Facility Agreement
then outstanding (or, if no Working Capital Loans or Letters of Credit are then outstanding but the
Commitments remain then in effect, such Commitments), voting together as a single



29









 




class (including consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes);




                    (9) as to any Collateral (i) that is (or is deemed to be) sold or otherwise disposed of by
Holdings, the Company or any Subsidiary Guarantor (to a Person other than Holdings, the Company or
any Subsidiary Guarantor) in a Collateral Disposition or (in the case of any Collateral (other than
the Designated Collateral)) any other transaction, in each case, permitted by the Priority Facility
Agreement (unless such Collateral is Non-Priority Collateral), the Working Capital Facility
Agreement and the Indenture, at the time of such sale or disposition, to the extent of the interest
sold or disposed of in accordance with the terms of the Indenture and so long as all cash proceeds
thereof are deposited in the Cash Collateral Account to the extent required by the Indenture and
the Priority Facility Agreement, (ii) that constitutes a portion of the Cash Collateral Account
that is to be applied (x) to redemption of Notes (and repayment of Priority Facility Loans under
the Priority Facility Agreement and the Working Capital Loans (or cash collateralization of Letters
of Credit) under the Working Capital Facility Agreement), in each case in accordance with Section
2.7 or (y) to purchase Qualified Substitute Collateral as described under Section 4.25 of the
Indenture and to the extent such purchase is permitted by the Priority Facility Agreement, (iii)
that constitutes Collateral Excess Proceeds which have been offered to, but not accepted by, the
Holders (and have not been used to repay Priority Facility Loans under the Priority Facility
Agreement or Working Capital Loans or cash collateralize Letters of Credit under the Working
Capital Facility Agreement) and are released as set forth in Section 4.11 of the Indenture or (iv)
that is owned or at any time acquired by a Subsidiary Guarantor that has been released from its
Note Guarantee and its guarantee of the Working Capital Loans pursuant to the Subsidiary Guarantee
and the Working Capital Facility Agreement, concurrently with the release thereof; or



                    (10) with respect to the Note Obligations, as to any Capital Stock or other securities as and
to the extent specified in the first paragraph of Section 2.2(f).



          To the extent that any proceeds of the Cash Collateral Account are being released pursuant to
clause (9)(ii)(y) of this Section 3.1 in order to allow the Company, Holdings or any
Subsidiary Guarantor to acquire Qualified Substitute Collateral, any Vessel or Specialized
Equipment or Additional Assets, in addition to any other requirements imposed on the Company in
connection with such release under this Agreement or any Security Document, such release is
expressly conditioned upon compliance by the Company with the provisions of Section 4.25 of the
Indenture and the provisions of the Priority Facility Agreement.




               (b) The Collateral Agent agrees for the benefit of the Company and the Guarantors that if the
Collateral Agent at any time receives:



                    (1) an Officer’s Certificate stating that (i) the signing officer has read Article III
of this Agreement and understands the provisions and the definitions relating hereto, (ii) such
officer has made such examination or investigation as



30









 




is necessary to enable him or her to express an informed opinion as to whether or not the
conditions precedent in this Agreement, all other Security Documents, the Priority Facility
Agreement, the Indenture and the Working Capital Facility Agreement, if any, relating to the
release of the Collateral have been complied with, (iii) the Collateral Agent is permitted by the
Priority Facility Agreement, the Working Capital Facility Agreement, the Indenture and this
Agreement to release any property of the Company or a Guarantor described in such Officer’s
Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate,
(iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will
be applied in accordance with the Priority Facility Agreement, the Working Capital Facility
Agreement and the Indenture, as the case may be, and such sale has been consummated in compliance
with all other applicable requirements of the Priority Facility Agreement, the Working Capital
Facility Agreement and the Indenture, as the case may be, (v) no Default or Event of Default will
result from the release of such Lien, and (vi) in the opinion of such officer, all conditions
precedent (including any required substitution of Collateral), if any, applicable to the foregoing
(as the case may be) have been complied with;




                    (2) the proposed instrument or instruments releasing such Lien as to such property in
recordable form, if applicable;



                    (3) an accompanying Opinion of Counsel for the Company to the effect that the release of such
Lien as to such property is permitted by this Agreement, the Working Capital Facility Agreement and
the Indenture, and that such proposed releasing instrument is effective solely to release such Lien
as to such property, without requiring the Collateral Agent to make any representation or warranty
in respect thereto, without releasing or satisfying any obligation secured by such Lien, and
without imposing any obligation or liability upon the Collateral Agent or any other Person;


then, the Collateral Agent shall execute (with such acknowledgements and notarizations as are
required) and deliver such release to the Company or applicable Guarantor on or before the later of
(x) the date specified in such request for such release and (y) the tenth Business Day after the
date of receipt of the items required by this Section 3.1(b) by the Collateral Agent.




          The release of any Collateral from the terms of the Security Documents shall not be deemed to
impair the security under the Security Documents in contravention of the provisions thereof if and
to the extent the Collateral is released pursuant to this Agreement and the Security Documents. To
the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property
from the Lien of the Security Documents and relating to the substitution therefor of any property
to be subjected to the Lien of the Security Documents to be complied with. Any certificate or
opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where
TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which
Person shall be an independent engineer, appraiser or other expert selected by the Company in the
exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent”
if such Person (a) is in fact independent, (b) does not have any direct financial interest or any
material indirect financial interest in the Company or any






31









 







Guarantor and (c) is not an officer, employee, promoter, underwriter, trustee, partner or
director or Person performing similar functions to any of the foregoing for the Company or any
Guarantor. The Collateral Agent and the Trustee shall be entitled to receive and conclusively rely
upon a certificate provided by any such Person confirming that such Person is independent within
the foregoing definition.




          SECTION 3.2 Delivery of Copies to the Priority Facility Agent, Working Capital Facility Agent
and Trustee. The Company shall deliver to the Priority Facility Agent, the Working Capital
Facility Agent and the Trustee a copy of each Officer’s Certificate and Opinion of Counsel
delivered to the Collateral Agent pursuant to Section 3.1, together with copies of all
other opinions and documents delivered to the Collateral Agent with such Officer’s Certificate.
The Priority Facility Agent, the Working Capital Facility Agent and the Trustee shall not be
obligated to take notice thereof or to act thereon.




          SECTION 3.3 Sufficiency of Release. All purchasers and grantees of any property or rights
purporting to be released herefrom shall be entitled to rely upon any release executed by the
Collateral Agent hereunder as sufficient for the purpose of constituting a good and valid release
of the property therein described from the Lien of the Security Documents.




          SECTION 3.4 Purchaser Protected. No purchaser or grantee of any property or rights purporting
to be released herefrom shall be bound to ascertain the authority of the Collateral Agent to
execute the release or to inquire as to the existence of any conditions herein prescribed for the
exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted
by the Security Documents to be sold or otherwise disposed of by the Company or any Guarantor be
under any obligation to ascertain or inquire into the authority of the Company or such Guarantor,
as the case may be, to make such sale or other disposition.




          SECTION 3.5 Collateral Agent not Required to Serve, File or Record. The Collateral Agent is
not required to serve, file, register or record any instrument releasing its Liens in any
Collateral. Anything herein or in the Security Documents to the contrary notwithstanding, except
if otherwise instructed and indemnified in accordance with the terms of this Agreement, the
Collateral Agent shall be under no obligation to file or prepare any financing statement or
continuation statement or to take any action or to execute any further documents or instruments in
order to create, preserve or perfect the security interest granted herein and in the Security
Documents, such obligations being otherwise the obligations of the Company.




          SECTION 3.6 Trustee Notices. In the event that the Company delivers an Officer’s Certificate
to the Trustee certifying that its obligations under the Indenture and the Notes have been
satisfied and discharged by complying with the provisions of Section 8.09 of the Indenture, and
such other documents and/or funds as are required to be delivered or paid pursuant to Section 8.09
of the Indenture have been delivered and paid, the Trustee shall notify the Collateral Agent in
writing that such obligations have been satisfied and discharged in accordance with the terms of
the






32









 







Indenture, and shall take such other actions in connection therewith as may be required or
contemplated by the Security Documents to be taken by the Trustee.




          SECTION 3.7 Delivery of Certain Notices to the Collateral Agent. The Company agrees promptly
to furnish to the Collateral Agent a copy of each notice it delivers to the Priority Facility
Agent, the Working Capital Facility Agent or the Trustee pursuant to the requirements of the TIA.




ARTICLE IV




IMMUNITIES OF THE COLLATERAL AGENT



          SECTION 4.1 No Implied Duty. The Collateral Agent shall not have any duties or
responsibilities except those expressly assumed by it in this Agreement and the other Security
Documents and no implied duties or obligations shall be read into this Agreement or the other
Security Documents against the Collateral Agent. The Collateral Agent shall not be required to
take any action which is contrary to applicable law or any provision of this Agreement or the other
Security Documents. The Collateral Agent makes no representation as to the validity, value,
genuineness or the collectability of any security or other document or other instrument held by or
delivered to the Collateral Agent. Notwithstanding anything to the contrary contained in any other
Transaction Document, the Collateral Agent shall not be called upon to advise any party as to the
wisdom in taking or refraining to take any action with respect to the Collateral or be a trustee
for or have any fiduciary obligation to any party.




          SECTION 4.2 Appointment of Co-Agents and Sub-Agents. The Collateral Agent may employ agents
and appoint sub-agents, attorneys, custodians, nominees or co-collateral agents as it determines
appropriate in the performance of its duties hereunder. The Collateral Agent will exercise
reasonable care in selecting any such agent, sub-agent, attorney, custodian, nominee or
co-collateral agent and in supervising the performance of any duties delegated to any such agent,
sub-agent, attorney, custodian, nominee or co-collateral agent but shall not otherwise be
responsible or liable for any act or omission of any such agent, sub-agent or co-collateral agent.




          SECTION 4.3 Other Agreements. The Collateral Agent has accepted and is bound by each of the
Security Documents delivered to it as of the date of this Agreement and, subject to this Agreement,
shall accept and be bound by all Security Documents delivered to it at any time after the date of
this Agreement. The Collateral Agent shall not otherwise be bound by, or obligated to take
cognizance of the provisions of, any agreement to which it is not a party, including the Priority
Facility Agreement, the Working Capital Facility Agreement or the Indenture, except as otherwise
expressly provided herein.




          SECTION 4.4 Solicitation of Instructions. The Collateral Agent may at any time solicit (i) an
Act of the Applicable Authorized Representative; (ii) written direction of the Priority Facility
Agent, the Working Capital Facility Agent or the Trustee; (iii) solely as expressly provided in
Section 5.2, written direction of the






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Company or (iv) in any case, an order of a court of competent jurisdiction, as to any action
that it may be requested or required to take, or which it may propose to take, in the performance
of any of its obligations under this Agreement or the other Security Documents and shall be fully
justified in failing or refusing to act whether under this Agreement or any other Security Document
until it shall have received such requisite direction or order, and any such direction shall in any
event be subject to Section 2.9(d).




          SECTION 4.5 Limitation of Liability. The Collateral Agent shall not be responsible or liable
for any action taken or omitted to be taken by it hereunder or under any Security Document, except
for its own gross negligence, bad faith or willful misconduct.




          SECTION 4.6 Documents in Satisfactory Form. The Collateral Agent shall be entitled to require
that all agreements, certificates, opinions, instruments and other documents at any time submitted
to it, including those expressly provided for in this Agreement, be delivered to it in a form and
upon substantive provisions reasonably satisfactory to it.




          SECTION 4.7 Entitled to Rely. The Collateral Agent may rely conclusively upon any
certificate, notice or other document (including any teletransmission) reasonably believed by it to
be genuine and correct and to have been signed or sent by or on behalf of the proper Person or
Persons and need not investigate any fact or matter stated in any such document. The Collateral
Agent may seek and rely upon any judicial order or judgment, upon any advice, opinion or statement
of legal counsel, independent consultants and other experts selected by it in good faith and upon
any certification, instruction, notice or other writing delivered to it by the Company or any of
the Guarantors in compliance with the provisions of this Agreement or delivered to it by the
Priority Facility Agent, the Working Capital Facility Agent or the Trustee as an Act of the
Applicable Authorized Representative, without being required to determine the authenticity thereof
or the correctness of any fact stated therein or the propriety or validity of service thereof. The
Collateral Agent may act in reliance upon any instrument comporting, in all material respects, with
the provisions of this Agreement or any signature reasonably believed by it to be genuine and may
assume that any Person purporting to give notice or receipt or advice or make any statement or
execute any document in connection with the provisions hereof has been duly authorized to do so.
To the extent an Officer’s Certificate or an Opinion of Counsel is required or permitted under this
Agreement to be delivered to the Collateral Agent in respect of any matter, the Collateral Agent
may rely conclusively on such Officer’s Certificate or Opinion of Counsel as to such matter in the
absence of bad faith on the part of the Collateral Agent.




          SECTION 4.8 Defaults and Events of Default. The Collateral Agent shall not be required to
inquire as to the occurrence or absence of any Default or Event of Default and shall not be
affected by or required to act upon any notice or knowledge as to the occurrence of any Default or
Event of Default unless and until it receives a Notice of Event of Default, or except as otherwise
expressly provided herein.







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          SECTION 4.9 Actions by Collateral Agent. Subject to Section 4.4, Section 7.21
and any other express provision hereof, as to any matter not expressly provided for by this
Agreement or any other Security Document, the Collateral Agent will act or refrain from acting as
directed by an Act of the Applicable Authorized Representative, and will be fully protected and
indemnified by the holders of the Secured Obligations (other than the Holders of the Notes)
relating to such Act of the Applicable Authorized Representative in doing so (except to the extent
of the Collateral Agent’s gross negligence, bad faith or willful misconduct), and any action taken,
suffered or omitted pursuant hereto or thereto shall be binding on all holders of the Secured
Obligations.




          SECTION 4.10 Security or Indemnity in favor of the Collateral Agent. The Collateral Agent
shall not be required to advance or expend any funds or otherwise incur any liability, financial or
otherwise, in the performance of its duties or the exercise of its powers or rights hereunder
unless it has been provided with security or indemnity which it, in its discretion, deems
sufficient against any and all liability or expense which may be incurred by it by reason of taking
or continuing to take such action.




          SECTION 4.11 Limitations on Duty of Collateral Agent in Respect of Collateral.




               (a) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the
Collateral Agent will have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to preservation of rights
against prior parties or any other rights pertaining thereto and the Collateral Agent will not be
responsible for filing any financing or continuation statements or recording any documents or
instruments in any public office at any time or times or otherwise perfecting or maintaining the
perfection of any Liens on the Collateral. The Collateral Agent will be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords similar property, and the Collateral Agent
will not be liable or responsible for any loss or diminution in the value of any of the Collateral
by reason of the act or omission of any carrier, forwarding agency or other agent or bailee
selected by the Collateral Agent in good faith or as selected by any other Person.



               (b) The Collateral Agent will not be responsible for the existence, genuineness or value of
any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in
any of the Collateral, whether impaired by operation of law or by reason of any action or omission
to act on its part hereunder, except to the extent such action or omission constitutes gross
negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity
or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity
of the title of the Company or any Guarantor, as the case may be, to the Collateral, for insuring
the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral. The Collateral Agent



35









 




hereby disclaims any representation or warranty to the present and future holders of the
Secured Obligations concerning the perfection of the Liens granted hereunder or in the value of any
of the Collateral.




          SECTION 4.12 Assumption of Rights, Not Assumption of Duties. Notwithstanding anything to the
contrary contained herein, but subject in all respects to Section 7.10 hereof:




                    (1) each of the parties thereto will remain liable under each of the Security Documents (other
than this Agreement) to the extent set forth therein to perform all of their respective duties and
obligations thereunder to the same extent as if this Agreement had not be executed;



                    (2) the exercise by the Collateral Agent of any of its rights, remedies or powers hereunder
will not release such parties from any of their respective duties or obligations under the other
Security Documents; and



                    (3) the Collateral Agent will not be obligated to perform any of the obligations or duties of
any of the parties thereunder other than those of the Collateral Agent.



          SECTION 4.13 No Liability for Clean Up of Hazardous Materials. In the event that the
Collateral Agent is required to acquire title to an asset for any reason, or take any managerial
action of any kind in regard thereto, in order to carry out any obligation for the benefit of
another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be
considered an “owner or operator” under any environmental laws or otherwise cause the Collateral
Agent to incur, or be exposed to, any environmental liability or any liability under any other
federal, state or local law, the Collateral Agent reserves the right, instead of taking such
action, either to resign as Collateral Agent or to arrange for the transfer of the title or control
of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person
for any environmental liability or any environmental claims or contribution actions under any
federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and
conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or
release or threatened discharge or release of any hazardous materials into the environment.




          SECTION 4.14 Not Responsible for Recitals; Other Matters.




               (a) The recitals contained herein shall be taken as statements of the Company and the
Guarantors, and the Collateral Agent assumes no responsibility for their correctness. The
Collateral Agent makes no representation as to the validity or sufficiency of this Agreement.



               (b) The Collateral Agent shall not be liable for any error of judgment made in good faith by
an officer or officers of the Collateral Agent, unless it



36









 




shall be conclusively determined by a court of competent jurisdiction that the Collateral
Agent was grossly negligent in ascertaining the pertinent facts.




               (c) Whenever in the administration of the provisions of this Agreement or the Security
Documents, the Collateral Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action to be taken, such matter may, in the absence of
gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively
proved and established by an Officer’s Certificate or an Opinion of Counsel, which shall be full
warrant to the Collateral Agent for any action taken, suffered or omitted by it under the
provisions of the Agreement or the Security Documents upon the faith thereof.



               (d) The Collateral Agent shall be under no obligation to exercise any of the rights vested in
it by this Agreement or the Security Documents or to enforce any remedy or realize upon any of the
Collateral unless (i) subject to Section 2.9(d), it has been directed to take such action
pursuant to the terms of Section 2.1(c) herein, and (ii) it has been offered security or
indemnity satisfactory to it against the costs, expenses and liabilities (including fees and
expenses of its agents and counsel) that might be incurred by it in compliance with such request or
direction. Neither of the Authorized Representatives shall be required to personally offer such
indemnity or security.



ARTICLE V




RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT



          SECTION 5.1 Resignation or Removal of Collateral Agent. Subject to compliance by the
Collateral Agent with the second sentence and third sentence of Section 5.2 hereof, if
applicable, (i) the Collateral Agent may resign at any time by giving not less than 30 days’ notice
of resignation to the Priority Facility Agent, the Working Capital Facility Agent, the Trustee and
the Company and (ii) the Collateral Agent may be removed at any time, with or without cause, by an
Act of the Applicable Authorized Representative. So long as no Event of Default has occurred and
is continuing, the Company may remove the Collateral Agent if:




                    (i) the Collateral Agent fails to comply with the terms of the second sentence of Section
5.2 hereof;



                    (ii) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Collateral Agent under any Bankruptcy Law;



                    (iii) a custodian takes charge of the Collateral Agent or its property; or



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                    (iv) the Collateral Agent becomes demonstrably incapable of acting or fails to act in any
material respect in accordance with the terms of this Agreement.



          SECTION 5.2 Appointment of Successor Collateral Agent. Upon any such resignation or removal,
a successor Collateral Agent may be appointed by the Company acting reasonably; provided such
successor Collateral Agent meets the requirements of a successor Collateral Agent set forth in this
Section 5.2; provided further, that if an Event of Default has occurred and is continuing,
such appointment shall be made by the Priority Facility Agent, the Trustee and the Working Capital
Facility Agent, acting jointly. If no successor Collateral Agent shall have been so appointed and
shall have accepted such appointment within 30 days after the predecessor Collateral Agent gave
notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the
Company), petition a court of competent jurisdiction for appointment of a successor Collateral
Agent, which shall be a bank or trust company (i) authorized to exercise corporate trust powers,
(ii) having a combined capital and surplus of at least US$250,000,000, and (iii) maintaining an
office in New York, New York. The Collateral Agent will fulfill its obligations hereunder until a
successor Collateral Agent meeting the requirements of this Section 5.2 has accepted its
appointment as Collateral Agent and the provisions of Section 5.3 have been satisfied.




          SECTION 5.3 Succession. When the Person so appointed as successor Collateral Agent accepts
such appointment:




                    (i) such Person shall succeed to and become vested with all the rights, powers, privileges and
duties of the predecessor Collateral Agent, and the predecessor Collateral Agent shall be
discharged from its duties and obligations hereunder, and



                    (ii) the predecessor Collateral Agent, upon payment of all amounts owed to it, shall promptly
transfer all Collateral within its possession or control to the possession or control of the
successor Collateral Agent and shall execute and deliver such notices, instructions and assignments
as may be necessary or desirable or reasonably requested by the successor Collateral Agent to
transfer to the successor Collateral Agent all Liens, interests, rights, powers and remedies of the
predecessor Collateral Agent in respect of the Collateral or under the Security Documents.


Thereafter the predecessor Collateral Agent shall remain entitled to enforce the immunities granted
to it in Article IV and the provisions of Section 7.9 and Section 7.10.




          SECTION 5.4 Merger, Conversion or Consolidation of Collateral Agent. Any Person into which
the Collateral Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a
party, or any Person succeeding to the business of the Collateral Agent shall be the successor of
the Collateral Agent pursuant to Section 5.3, provided that (i) no execution or filing of
any paper with any party hereto shall be required or any further act on the part of any of the
parties hereto,





38












 




except where an instrument of transfer or assignment is required by law to effect such
merger, conversion, consolidation or succession; (ii) anything herein to the contrary
notwithstanding, such successor Person shall satisfy the eligibility requirements specified in
clauses (i) through (iii) of Section 5.2 and the provisions of Section 5.5 and
(iii) the Collateral Agent shall notify the Company and each of the Trustee and the Working Capital
Facility Agent in writing of such merger, conversion, consolidation or succession at or prior to
the consummation thereof.




          SECTION 5.5 Limitation. The Collateral Agent shall not be the same Person as, or an Affiliate of, the
Priority Facility Agent, the Working Capital Facility Agent or the Trustee. If the Collateral
Agent at any time becomes an Affiliate of the Priority Facility Agent, the Working Capital Facility
Agent or the Trustee, it shall promptly resign subject to appointment of a successor Collateral
Agent and acceptance of such appointment as provided in this Article V.




ARTICLE VI




SPECIAL AGREEMENTS REGARDING COLLATERAL



          SECTION 6.1 Control of Actions to be Taken by Collateral Agent.




               (a) The Collateral Agent will be subject to such directions as may be given it by the
Applicable Authorized Representative from time to time as required or permitted by this Agreement.
Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be
obligated or permitted:



                    (1) to act upon directions purported to be delivered to it by any other Person; or



                    (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any
Security Document.



               (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an
Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with
respect to the Collateral, and no other party to this Agreement or other Secured Party shall have
the right to enforce the Liens granted under the Security Documents or otherwise take any action
with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action
Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement
Date and subject as provided below, the Majority Authorized Representative will be replaced by the
Minority Authorized Representative as the then Applicable Authorized Representative,
provided that, notwithstanding anything else herein to the contrary, upon the occurrence of
a Priority Facility Control Date, the Priority Authorized Representative shall replace the existing
Authorized Representative as the then Applicable Authorized Representative.



39









 





               (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject
as provided below, the then Applicable Authorized Representative will be replaced with the
Authorized Representative of the Series of Secured Obligations that first instructs the Collateral
Agent to commence enforcement action with respect to the Collateral, subject to replacement at any
time thereafter as Applicable Authorized Representative by the Authorized Representative of the
other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and
has not been instructed by the then Applicable Authorized Representative to diligently pursue)
enforcement action with respect to the Collateral, provided that, notwithstanding anything
else herein to the contrary, upon the occurrence of a Priority Facility Control Date, the Priority
Authorized Representative shall replace the existing Authorized Representative as the then
Applicable Authorized Representative.



               (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have
the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the
Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the
Collateral from any representative of any Secured Party (other than the Applicable Authorized
Representative), and (iii) no Authorized Representative or other Secured Party (other than the
Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial
or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of,
exercise any right, remedy or power with respect to, or otherwise take any action to enforce its
interests in or realize upon, or take any other action available to it in respect of, the
Collateral.



               (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral
for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations
required to be secured by such Collateral is also secured by a Lien on such Collateral (except, to
the extent any Letter of Credit under the Working Capital Facility Agreement was required to be
cash collateralized at 105% thereof in accordance with Section 4.10 or Section 4.11 of the
Indenture, the Lien of the Working Capital Facility Agent on such cash so long as such Letter of
Credit remains outstanding). Each of the Secured Parties also agrees that it will not contest or
support any other person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of
any of the Secured Parties in all or any part of the Collateral, or the provisions of this
Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy,
insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party
seeking damages from or other relief by way of specific performance, instructions or otherwise with
respect to any Collateral except to enforce this Agreement in accordance with its terms. In
addition, none of the Secured Parties shall seek to have any Collateral or any part thereof
marshaled upon any foreclosure or other disposition of such Collateral.



          SECTION 6.2 No Other Lien Enforcement Affected. The Collateral Agent will act as directed by an Act of
the Applicable Authorized






40









 







Representative in regard to the enforcement of, and realization on, the Liens on, or with
respect to, all Collateral.




          SECTION 6.3 No Alteration on Shared Lien Priority. No provision of this Agreement or any Secured Document
shall alter, modify, prejudice or otherwise adversely affect (i) the first priority Lien for the
benefit of the Priority Facility Obligations and second priority Lien for the benefit of the Note
Obligations and the Working Capital Facility Obligations in the Priority Collateral and (ii) the
first priority Lien for the benefit of the Note Obligations and the Working Capital Facility
Obligations in the Non-Priority Collateral.




          SECTION 6.4 Notice of Remedial Action.




               (a) The Working Capital Facility Agent agrees to provide prompt notice to the Priority
Facility Agent, the Trustee and the Collateral Agent in the event that (i) an Event of Default has
occurred with respect to the Working Capital Facility Obligations; (ii) the Working Capital
Facility Agent has commenced or has been instructed to commence the exercise of any remedies as a
result thereof pursuant to the Working Capital Facility Agreement or (iii) the Working Capital
Facility Obligations have become due and payable (by acceleration or otherwise).



               (b) The Trustee agrees to provide prompt notice to the Priority Facility Agent, the Working
Capital Facility Agent and the Collateral Agent in the event that (i) an Event of Default has
occurred with respect to the Note Obligations; (ii) the Trustee has commenced or has been
instructed to commence the exercise of any remedies as a result thereof pursuant to Article 6 of
the Indenture or (iii) the Note Obligations have become due and payable (by acceleration or
otherwise).



               (c) The Priority Facility Agent agrees to provide prompt notice to the Trustee, the Working
Capital Facility Agent and the Collateral Agent in the event that (i) an Event of Default has
occurred with respect to the Priority Facility Obligations; (ii) the Priority Facility Agent has
commenced or has been instructed to commence the exercise of any remedies as a result thereof
pursuant to the Priority Facility Agreement or (iii) the Priority Facility Obligations have become
due and payable (by acceleration or otherwise).



               (d) The Priority Facility Agent also agrees to provide prompt notice to the Trustee, the
Working Capital Facility Agent and the Collateral Agent of the occurrence of the Priority Facility
Control Date.



          SECTION 6.5 No Responsibility. No Authorized Representative shall owe any responsibility to any of the
other Secured Parties or incur any liability thereto, as a result of any direction given by such
Authorized Representative to the Collateral Agent pursuant to the terms of this Agreement. Neither
Authorized Representative shall be responsible for the misconduct or negligence on the part of the
Collateral Agent.



41









 





          SECTION 6.6 Priority Authorized Representative Right to Direct Commencement of Exercise of Remedies.
Notwithstanding anything herein to the contrary, including Section 6.1, each Authorized
Representative agrees that, prior to and during the Priority Standstill Period, such Authorized
Representative shall not commence (or instruct the Collateral Agent to commence) the exercise of
enforcement actions with respect to the Priority Collateral unless the Priority Facility Agent has
instructed the Authorized Representative to commence such exercise of enforcement actions. Each
Authorized Representative further agrees that, at any time that it is acting as Applicable
Authorized Representative prior to or during the Priority Standstill Period, it will accept
instruction from the Priority Facility Agent (solely with respect to the commencement of
enforcement actions against the Priority Collateral) and upon receipt of such instructions will
direct the Collateral Agent to commence enforcement action.




ARTICLE VII




MISCELLANEOUS PROVISIONS



          SECTION 7.1 Amendment; Joinder Agreements.




               (a) This Agreement may be amended or supplemented from time to time by written agreement of
the Company, the Guarantors, the Authorized Representative of each Series of Secured Obligations,
and the Collateral Agent.



               (b) The Collateral Agent shall not enter into, or consent to, any amendment, modification or
supplement to any of the Security Documents without the consent or direction of the Authorized
Representative of each Series of Secured Obligations; provided that:



                    (i) the Collateral Agent may, at the direction of the Working Capital Facility Agent, amend,
supplement or modify the Security Documents, without obtaining the consent or approval of the
Priority Facility Agent, the Priority Facility Lenders, the Trustee or the Holders, solely to the
extent that such amendments, supplements or modifications (a) only affect the rights of the Working
Capital Facility Lenders, (b) are administrative or ministerial in nature or correct typographical
errors or omissions, (c) have only the effect of preserving, perfecting or establishing the
priority of the Liens on the Collateral as contemplated by the Security Documents or the rights of
the Collateral Agent therein, (d) add or remove parties to the Working Capital Facility Agreement
in respect of any Working Capital Facility Obligations permitted to be incurred under the Priority
Facility Agreement, the Indenture and this Agreement or (e) do not otherwise materially adversely
affect the rights of the Priority Facility Lenders and/or Priority Facility Agent, or the Trustee
and/or Holders; and



                    (ii) the Collateral Agent may, at the direction of the Trustee, amend, supplement or modify
the Security Documents, without obtaining the consent or approval of the Priority Facility Agent,
the Priority Facility Lenders, the Working Capital Facility Agent or Working Capital Facility
Lenders, solely to the extent that such amendments, supplements or modifications (a) only affect
the rights of the



42









 




Holders, (b) are administrative or ministerial in nature or correct typographical errors or
omissions, (c) have only the effect of preserving, perfecting or establishing the priority of the
Liens on the Collateral as contemplated by the Security Documents or the rights of the Collateral
Agent therein or (d) do not otherwise materially adversely affect the rights of the Priority
Facility Lenders and/or Priority Facility Agent, or the Working Capital Facility Lenders and/or the
Working Capital Facility Agent;




                    (iii) the Collateral Agent may, at the direction of the Priority Facility Agent, amend,
supplement or modify the Security Documents, without obtaining the consent or approval of the
Trustee, the Holders, the Working Capital Facility Agent or Working Capital Facility Lenders,
solely to the extent that such amendments, supplements or modifications (a) only affect the rights
of the Priority Facility Lenders, (b) are administrative or ministerial in nature or correct
typographical errors or omissions, (c) have only the effect of preserving, perfecting or
establishing the priority of the Liens on the Collateral as contemplated by the Security Documents
or the rights of the Collateral Agent therein or (d) do not otherwise materially adversely affect
the rights of the Trustee and/or Holders, or the Working Capital Facility Lenders and/or the
Working Capital Facility Agent;



                    (iv) the Collateral Agent may amend or modify any Security Document without obtaining the
consent or approval of the holders of Secured Obligations or the Authorized Representatives to the
extent such amendment or modification is necessary to, pursuant to Section 2.2(f), (a)
release the security interests on such portion of the shares of Capital Stock and other securities
that are deemed to no longer constitute part of the Collateral securing the Note Obligations or (b)
subject additional Capital Stock and other securities to the Liens under the Security Documents;



                    (v) the Collateral Agent may enter into any amendment, modification or supplement to this
Agreement as provided in Section 7.1(a); and



                    (vi) the Collateral Agent may, at the direction of the Working Capital Facility Agent and the
Trustee, amend, supplement or modify the Security Documents insofar as they relate to the
Non-Priority Collateral, without obtaining the consent or approval of the Priority Facility Agent
or the Priority Facility Lenders.



               (c) The Collateral Agent will not enter into any amendment or supplement to any of the
Security Documents unless the Collateral Agent has received an Officer’s Certificate to the effect
that such amendment or supplement will not result in a breach of any provision or covenant
contained in any of the Priority Facility Agreement, the Working Capital Facility Agreement, the
Indenture or any other Security Document. Prior to executing any amendment or supplement to any of
the Security Documents pursuant to this Section 7.1, the Collateral Agent will be entitled
to receive (i) an Officer’s Certificate and an Opinion of Counsel of the Company, each to the
effect that the execution of such document is authorized or permitted hereunder and under the other
Security Documents and each of the Secured Documents and (ii) all opinions, certificates



43









 




and other documents required to be delivered pursuant to each of the Security Documents and
the Secured Documents.




               (d) Any amendment or supplement to any Security Document that imposes any obligation upon the
Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity
will become effective only with the prior written consent of the Collateral Agent in its individual
capacity.



               (e) Article 9 of the Indenture requires the written consent of the Collateral Agent to any
amendment or supplement to the Indenture if the amendment or supplement adversely affects the
rights, duties, liabilities or immunities of the Collateral Agent. If any such amended or
supplemented Indenture does adversely affect the rights, duties, liabilities or immunities of the
Collateral Agent, the Collateral Agent may, but need not, consent in writing to such amended or
supplemented Indenture. In consenting to any amended or supplemented Indenture, the Collateral
Agent shall be entitled to receive and (subject to Article IV) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such consent to such
amended or supplemented Indenture is authorized or permitted by this Agreement and the Indenture.



          SECTION 7.2 Information Regarding Collateral.




               (a) The Company will furnish to the Collateral Agent, with respect to the Company or any
Guarantor, prompt written notice of any change in such Person’s (i) corporate name, (ii)
jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) Federal
taxpayer identification number. The Company will not effect or permit any change referred to in
the preceding sentence unless all filings have been made under the UCC or otherwise that are
required in order for the Collateral Agent to continue at all times following such change to have a
valid, legal and perfected security interest in all the Collateral. The Company will promptly to
notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.



               (b) Each year, at the time of delivery of the annual financial statements with respect to the
preceding fiscal year, the Company shall deliver to the Collateral Agent a certificate of a
financial officer setting forth the information required pursuant to the perfection certificate
delivered to the Collateral Agent on the Issue Date or confirming that there has been no change in
such information since the date of the prior delivered perfection certificate.



               (c) Upon the receipt by the Company, Holdings or a Subsidiary Guarantor of the Net Available
Cash attributable to a Sold Mortgaged Vessel or the Capital Stock of a Sold Vessel Owning Guarantor
or of the Net Event of Loss Proceeds attributable to a Lost Mortgaged Vessel, (i) the Company shall
notify the Collateral Agent of such receipt and (ii) such amounts shall be deposited with the
Collateral Agent in the Cash Collateral Account and shall constitute Collateral pending application
pursuant to Section 2.7(e).



44









 





               (d) Upon the receipt by Holdings or any of its Restricted Subsidiaries (including the Company)
of (x) any refund or other payment upon termination of any Existing Newbuild Construction Contract
or (y) any Net Event of Loss Proceeds from any Event of Loss, (i) the Company shall notify the
Collateral Agent of such receipt; (ii) such amounts shall be paid in full directly to the
Collateral Agent as Collateral and received by the Collateral Agent free of any Lien (other than
the Lien of the Security Documents); and (iii) the Collateral Agent will deposit any such funds so
received in the Cash Collateral Account for retention therein until disposition thereof in the
manner specified in Section 4.11 of the Indenture.



               (e) Notwithstanding anything to the contrary set forth herein or in any Security Document, (i)
subject to Section 4.19(a) of the Indenture, any cash received constituting (x) any refund
guarantees received by the Company, Holdings or a Subsidiary Guarantor in respect of an Existing
Option Construction Contract in respect of an Option Vessel upon termination of such Existing
Option Construction Contract, (y) Net Available Cash from the sale of any Discontinued Vessel or
(z) Net Available Cash from (after reserves for contingencies) the sale of any Option Vessel or the
Capital Stock of any Unrestricted Subsidiary owning any Option Vessel, and (ii) subject to Section
4.08 of the Indenture, (x) any Existing Option Construction Contract with respect to any Option
Vessel, and (y) any associated buyer-furnished equipment constituting any assets (other than
Designated Collateral) bought and paid for by the Company or the Guarantors prior to the date of
this Agreement in connection with such Existing Option Construction Contract (so long as the
conditions specified in each of the provisos in clauses (7)(a) and (7)(b) of the second paragraph
of Section 4.08 of the Indenture, as the case may be, are satisfied), will not be Collateral and
therefore, in the case of clause (i), subject to Section 4.19(a) of the Indenture, not deposited in
the Cash Collateral Account or any similar collateral account in favor of the Collateral Agent,
and, if so deposited, shall be immediately released to the Company or upon the Company’s
instructions.



          SECTION 7.3 Further Assurances.




               (a) At any time or from time to time, each of the Company and the Guarantors will, at its
expense, promptly execute, acknowledge and deliver such further documents and do such other acts
and things as may be necessary or appropriate, or as the Collateral Agent, the Priority Facility
Agent, the Working Capital Facility Agent or the Trustee may reasonably request, in order to assure
and confirm that each Subsidiary required by the Priority Facility Agreement, the Working Capital
Facility Agreement or the Indenture to guarantee payment of the Secured Obligations has duly
guaranteed payment of all the Secured Obligations and that the Collateral Agent holds, for the
exclusive benefit of all present and future holders of Secured Obligations, duly created,
enforceable and perfected (i) first priority Liens (subject only to Permitted Collateral Liens) for
the benefit of the Priority Facility Obligations and second priority Liens (subject only to
Permitted Collateral Liens) for the benefit of the Note Obligations and the Working Capital
Facility Obligations upon all interest in Priority Collateral, and (ii) first priority Liens
(subject only to Permitted Collateral Liens) for the benefit of the Note Obligations and the
Working Capital Obligations upon all interest in the Non-Priority Collateral, in each case at any
time owned or acquired by the Company or



45









 




the Guarantors or as the Collateral Agent, the Priority Facility Agent, the Working Capital
Facility Agent or the Trustee otherwise may reasonably request in order to carry out and give full
effect to the intents and purposes of the Secured Documents.




               (b) At any time and from time to time, the Company will, and will cause each of the Guarantors
to, promptly execute, acknowledge and deliver such security documents, instruments, certificates,
notices and other documents and take such other actions as shall be required or that the Collateral
Agent may reasonably request to create, perfect, protect, assure or enforce the Liens and benefits
intended to be conferred, as contemplated by the Priority Facility Agreement, the Indenture, the
Working Capital Facility Agreement and the Security Documents, upon the Collateral Agent for the
exclusive benefit of the holders of the Secured Obligations. If the Company or such Guarantor fails
to do so, the Collateral Agent is hereby irrevocably authorized and empowered, with full power of
substitution, to execute, acknowledge and deliver such security documents, instruments,
certificates, notices and other documents and, subject to the provisions of the Secured Documents,
take such other actions in the name, place and stead of the Company or such Guarantor, but the
Collateral Agent will have no obligation to do so and no liability for any action taken or omitted
by it in good faith in connection therewith. Without limitation of the preceding terms of this
Section 7.3, the Company agrees to file or cause to be filed any continuation statements or
similar instruments that may be necessary to maintain the effectiveness of the UCC financing
statements to be filed on or about the Closing Date pursuant to the terms of the Secured Documents,
and each of the Company and the Guarantors authorizes the Collateral Agent to make any such filing
on its behalf, and to execute on its behalf any such instruments and take any other action required
in connection therewith.



          SECTION 7.4 Successors and Assigns.




               (a) This Agreement is legally binding upon and enforceable against the Collateral Agent.
Except as provided in Section 4.2 and Section 5.4, the Person acting as Collateral
Agent may not, in its individual capacity, delegate any of its duties or assign any of its rights
hereunder, and any attempted delegation or assignment of any such duties or rights shall be void.
All obligations of the Collateral Agent hereunder shall inure to the benefit of, and be enforceable
by, the Priority Facility Agent, the Working Capital Facility Agent, the Trustee and each present
and future holder of Secured Obligations, each of whom shall be entitled to enforce this Agreement
as a third party beneficiary hereof, and all of their respective successors and assigns.



               (b) This Agreement is further binding upon each of the Company and the Guarantors and their
respective successors as required by and in accordance with Section 5.01 and Section 10.02 of the
Indenture. Neither the Company nor any Guarantor may delegate any of its duties or assign any of
its rights hereunder, and any attempted delegation or assignment of any such duties or rights shall
be void. All obligations of the Company and the Guarantors hereunder shall inure to the benefit
of, and be enforceable by, the Collateral Agent, the Priority Facility Agent, the Working Capital
Facility Agent, the Trustee and each present and future holder of Secured



46









 




Obligations, each of whom shall be entitled to enforce this Agreement as a third party
beneficiary hereof, and all of their respective successors and assigns.




          SECTION 7.5 Purchase Option.




               (a) Upon the occurrence of the Priority Facility Control Date, any of the Holders or any of
the Working Capital Lenders shall have the option at any time upon five Business Days’ prior
written notice (the “Purchase Notice”) to the Priority Facility Agent to purchase all (but not less
than all) of the Priority Facility Obligations from the Priority Facility Lenders. Such Purchase
Notice shall be irrevocable. If more than one of the Holders or Working Capital Lenders seeks to
exercise its rights to purchase the Priority Facility Obligations under this Section 7.5, then the
Holders and the Working Capital Lenders that have so exercised their right to purchase shall have
the right to purchase the Priority Facility Obligations pro rata based on the outstanding amount of
their Notes and/or Loans and Letters of Credit.



               (b) On the date specified by the Purchase Notice (which shall be not less than five Business
Days, nor more than twenty days, after the receipt by the Priority Facility Agent of the Purchase
Notice) the Holders and/or Working Capital Lenders (as applicable, the “Purchasing Party”) shall
purchase from the Priority Facility Lenders, and the Priority Facility Lenders shall sell to the
Purchasing Party, the Priority Facility Obligations, provided that the Priority Facility
Agent and the Priority Facility Lenders shall retain all rights to be indemnified or held harmless
by the Company and Guarantors.



               (c) Upon the date of such purchase and sale, the Purchasing Party shall pay to the Priority
Facility Agent, for the benefit of the Priority Facility Lenders as the purchase price therefore
the full amount of all the Priority Facility Obligations then outstanding and unpaid (including
principal, interest (including default interest), fees and expenses, including reasonable
attorneys’ fees and legal expenses, any applicable exit fee and any other amounts due thereunder).
Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such
bank account in New York, New York as the Priority Facility Agent, may designate in writing for
such purpose.



               (d) Such purchase shall be expressly made without representation or warranty of any kind by
any selling party and without recourse of any kind, except that the selling party shall represent
and warrant (a) the amount of Priority Facility Obligations being purchased from it, (b) that such
selling party will transfer the Priority Facility Obligations free and clear of any Liens or
encumbrances, and (c) that such selling party has the right to assign such Priority Facility
Obligations and the assignment is duly authorized.



          SECTION 7.6 Modifications of Priority Facility Documents. The Priority Facility Lenders may at any time
and from time to time without the consent of or notice to any other Secured Party, without
incurring liability to any other Secured Party and without impairing or releasing the obligations
of any other Secured Party under this






47









 







Agreement, change the manner or place of payment or extend the time of payment of or renew or
alter any of the terms of the Priority Facility Obligations, or amend in any manner any agreement,
note, guaranty or other instrument evidencing or securing or otherwise relating to the Priority
Facility Obligations; provided that the Priority Facility Lenders shall not, without the
prior written consent of the Required Revolving Lenders (as defined in the Working Capital Facility
Agreement) and the Required Term Lenders (as defined in the Working Capital Facility Agreement),
agree to any amendment, modification or supplement to the Priority Facility Agreement or any other
document or agreement entered into in connection with the Priority Facility Agreement, the effect
of which is to, (a) increase the principal amount of the Priority Facility Obligations to an amount
greater than the principal amount thereof on the date of this Agreement; (b) increase the interest
rate margins with respect to the Priority Facility Obligations; (c) add restrictions on the ability
of Borrower or any Guarantor to repay the Working Capital Obligations; or (d) add or increase any
fees with respect to the terms thereof, provided that such fees may be added or increased
in a maximum aggregate amount of $2,000,000 during the term of the Priority Facility Agreement.




          SECTION 7.7 Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise
of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of
the other Security Documents shall impair any such right, power or remedy or operate as a waiver
thereof. No single or partial exercise of any such right, power or remedy shall preclude any other
or future exercise thereof or the exercise of any other right, power or remedy. The remedies
herein are cumulative and are not exclusive of any remedies provided by law.




          SECTION 7.8 Notices. Any communications, including notices and instructions, between the parties hereto
or notices herein to be given may be given to the following addresses:




	 	 	 

	If to the Collateral Agent:
	 	Wilmington Trust FSB,

	 	 	as Collateral Agent

	 	 	50 South Sixth Street, Suite 1290

	 	 	Minneapolis, MN 55402

	 	 	Attn: Peter Finkel

	 	 	Phone: (612) 217-5629

	 	 	Fax: (612) 217-5651

	 	 	 

	with a copy to:
	 	Morgan, Lewis and Bockius LLP

	 	 	101 Park Avenue

	 	 	New York, New York 10178

	 	 	Attn: Martin F. Conniff

	 	 	Phone: (212) 309-6000

	 	 	Fax: (212) 309-6001








48












 





	 	 	 

	If to the Trustee:

	 	Deutsche Bank National Trust
Company, as Trustee
	 

	 	Attn: George Kubin
	 

	 	Trust & Securities Services
	 

	 	222 South Riverside Plaza
	 

	 	Chicago, IL 60606-5808
	 

	 	Telephone: (312) 537-1159
	 

	 	Facsimile: (312) 537-1009
	 
	 	 
	If to the Working Capital Facility Agent:

	 	Nordea Bank Finland PLC, New York Branch,
	 

	 	as the Working Capital Facility Agent
	 

	 	437 Madison Avenue, 21st Floor
	 

	 	New York, New York 10022
	 

	 	Attn: Loan Administration
	 

	 	Phone: (212) 318-9632
	 

	 	Fax: (212) 421-4420
	 
	 	 
	If to the Priority Facility Agent:

	 	Cantor Fitzgerald Securities
	 

	 	900 West Trade Street, Suite 725
	 

	 	Charlotte, North Carolina 28202
	 

	 	Attn: Bobbie Young
	 

	 	Phone: (704) 374-0574
	 

	 	Fax: (646) 390-1764
	 

	 	Email: BankLoansAgency@cantor.com
	 
	 	 
	with a copy to:

	 	Cantor Fitzgerald Securities
	 

	 	110 East 59th Street
	 

	 	New York, NY 10022
	 

	 	Attn: Stephen Ewald
	 

	 	Phone: (212) 829-5406
	 

	 	Fax: (917) 677-8224
	 
	 	 
	If to the Company or any Guarantor:

	 	Trico Shipping AS
	 

	 	c/o Trico Marine Services, Inc.
	 

	 	10001 Woodloch Forest Drive
	 

	 	Suite 610
	 

	 	The Woodlands, Texas 77380
	 

	 	Attn: General Counsel
	 

	 	Phone:(281) 203-5700
	 

	 	Fax: (281) 203-5701





Each notice hereunder shall be in writing and may be personally served, emailed or sent by
facsimile or United States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service and signed for against receipt thereof, upon receipt of
facsimile or email, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed. Each party may






49









 







change its address for notice hereunder to any other location within the continental United States
by giving written notice thereof to the other parties as set forth in this Section 7.8.




          SECTION 7.9 Compensation; Expenses. Whether or not the transactions contemplated hereby shall be
consummated, each of the Company and the Guarantors jointly and severally agrees to pay, promptly
upon demand:




               (a) reasonable compensation to the Collateral Agent as agreed to in a separate fee agreement
dated September 24, 2009, between the Company and the Collateral Agent;



               (b) all reasonable costs and expenses incurred in the preparation, execution, delivery,
filing, recordation, administration or enforcement of this Agreement or any other Security Document
or any consent, amendment, waiver or other modification relating thereto;



               (c) all reasonable fees, expenses and disbursements of legal counsel and any auditors,
accountants, consultants or appraisers or other professional advisors and agents engaged by the
Collateral Agent in connection with the negotiation, preparation, closing, administration,
performance or enforcement of this Agreement and the other Security Documents or any consent,
amendment, waiver or other modification relating thereto and any other document or matter requested
by the Company;



               (d) all reasonable costs and expenses of creating, perfecting, releasing or enforcing the
Collateral Agent’s security interests in the Collateral, including filing and recording fees,
expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums;



               (e) all reasonable costs of any Opinion of Counsel required hereby to be delivered to the
Collateral Agent;



               (f) all other reasonable costs and expenses incurred by the Collateral Agent in connection
with the negotiation, preparation and execution of the Security Documents and any consents,
amendments, waivers or other modifications thereto and the transactions contemplated thereby or the
exercise of its rights or performance of its obligations by the Collateral Agent thereunder; and



               (g) after the occurrence and during the continuance of an Event of Default, all reasonable
costs and expenses incurred by the Collateral Agent in connection with the preservation,
collection, foreclosure or enforcement of the Liens granted by the Security Documents or any
interest, right, power or remedy of the Collateral Agent or in connection with the collection or
enforcement of any of the Secured Obligations or the proof, protection, administration or
resolution of any claim based upon the Secured Obligations in any bankruptcy case or Insolvency or
Liquidation Proceedings, including all reasonable fees and disbursements of attorneys, accountants,
auditors, consultants, appraisers and other professionals engaged by the Collateral Agent.



50









 





               (h) The agreements in this Section 7.9 shall survive repayment of the Notes and
Working Capital Facility Obligations and all other amounts payable hereunder and the resignation or
removal of the Collateral Agent.



          SECTION 7.10 Indemnity.




               (a) In addition to the payment of costs and expenses pursuant to Section 7.9, whether
or not the transactions contemplated hereby shall be consummated and notwithstanding any provision
to the contrary in the Security Documents, each of the Company and the Guarantors jointly and
severally agrees to defend (subject to each Indemnitee’s selection of counsel), indemnify, pay and
hold harmless, the Collateral Agent and each of its respective Affiliates and each and all of the
directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their
respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”)
from and against any and all Indemnified Liabilities; provided, no Indemnitee shall be entitled to
indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified
Liability is found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted directly and primarily from the gross negligence or willful misconduct of such
Indemnitee.



               (b) All amounts due under Section 7.10(a) shall be payable not later than 10 days
after written demand therefor.



               (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth
in Section 7.10(a) may be unenforceable in whole or in part because they are violative of
any law or public policy, each of the Company and Guarantors shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by Indemnitees or any of them.



               (d) Neither the Company nor any Guarantor shall ever assert any claim against any Indemnitee,
on any theory of liability, for any lost profits or special, indirect or consequential damages or
(to the fullest extent lawful) any punitive damages arising out of, in connection with, or as a
result of, this Agreement, any Secured Document, or Security Document or any agreement or
instrument or transaction contemplated hereby or relating in any respect to any Indemnified
Liability, and each of the Company and Guarantors hereby forever waives, releases and agrees not to
sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest
extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to
exist in its favor.



               (e) To the extent that the Company or one or more of the Guarantors has not paid an Indemnitee
any of the amounts to be paid to such Indemnitee under Section 7.9, or reimbursed or
indemnified an Indemnitee as provided in Section 7.10(a), (b) and (c), the
Secured Parties (other than the Collateral Agent and the Holders of the Notes) jointly and
severally shall make such payment or reimburse or indemnify



51









 




such Indemnitee for such Indemnified Liability, subject always to the proviso at the end of
Section 7.10(a).




               (f) The agreements in this Section 7.10 shall survive repayment of the Notes and
Working Capital Facility Obligations and all other amounts payable hereunder and the resignation or
renewal of the Collateral Agent.



          SECTION 7.11 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any
respect or in any jurisdiction, the validity, legality and enforceability of such provision in all
other respects and of all remaining provisions, and of such provision in all other jurisdictions,
shall not in any way be affected or impaired thereby.




          SECTION 7.12 Headings. Section headings herein are included herein for convenience of reference only and
shall not constitute a part hereof for any other purpose or be given any substantive effect.




          SECTION 7.13 Obligations Secured. All obligations of the Company or any Guarantor set forth in or arising
under this Agreement shall be Secured Obligations and are secured by all Liens granted by the
Security Documents.




          SECTION 7.14 Applicable Law. This Agreement and the rights and obligations of the parties hereunder shall
be governed by, and shall be construed and enforced in accordance with, the laws of the State of
New York.




          SECTION 7.15 Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each
Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York State Court sitting in the Borough
of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to
this Agreement, the Security Documents and the Secured Documents, or the transactions contemplated
hereby or thereby. The Company and each Guarantor irrevocably waive, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum. The Company and each Guarantor hereby
irrevocably designates and appoints C T Corporation System (“CTC”) as such Person’s authorized
agent to receive and forward on its behalf service of any and all process which may be served in
any such suit, action or proceeding in any such court and agrees that service of process in
accordance with applicable law upon CTC (or any successor) at its office at 111 Eighth Avenue, New
York, New York 10011 (or such other address in the Borough of Manhattan, the City of New York, as
the Company may designate by written notice to the other parties hereto) shall be deemed in every
respect effective service of process upon the Company and, if applicable, such Guarantor in any
such suit, action or proceeding and shall be taken and held to be valid personal service upon the
Company or such Guarantor. Such designation and appointment shall be irrevocable. Nothing in this
Section 7.15 shall affect the right of any party hereto to service process in any manner
permitted by law or limit the right of






52









 







any party hereto to bring proceeding against the Company or any Guarantor in the courts of any
jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the
Guarantors will at all times have an authorized agent in the City of New York, upon whom process
may be served in any legal action or proceeding arising out of or relating to this Agreement, the
Secured Documents or any of the Security Documents. The Company and each Guarantor further agree
to take any and all action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of CTC in full force
and effect so long as this Agreement remains in effect; provided that the Company may and shall (to
the extent CTC ceases to be able to be served on the basis contemplated herein), by written notice
to the Trustee, designate such additional or alternative agent for service of process under this
Section 7.15 that (a) maintains an office located in the Borough of Manhattan, The City of
New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate
service company which acts as agent for service of process for other Persons in the ordinary course
of its business and (c) agrees to act as agent for service of process in accordance with this
Section 7.15. Such notice shall identify the name of such agent for process and the address
of such agent for process in the Borough of Manhattan, The City of New York, State of New York.
Upon the request of any Secured Party, the Collateral Agent shall deliver such information to such
Secured Party. To the extent that the Company or any Guarantor has or hereafter may acquire any
immunity from jurisdiction or any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, the Company and each Guarantor hereby irrevocably waive such
immunity in respect of its obligations under this Agreement, the Secured Documents and the Security
Documents, as applicable, to the extent permitted by law and any right to which it may be entitled
on account of place of residence or domicile. Each of the Company and the Guarantors will agree
that final judgment in any such suit, action or proceeding brought in such court shall be
conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which
such Person is subject by a suit upon such judgment, provided, that service of process is effected
upon such Person in the manner specified in the third sentence of this paragraph or as otherwise
permitted by applicable law.




          SECTION 7.16 Counterparts. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. The delivery of an executed signature page of
this Agreement, or any Joinder Agreement in connection herewith, by facsimile transmission or
electronically by email shall be effective as delivery of a manually executed counterpart hereof.




          SECTION 7.17 Effectiveness. This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto.




          SECTION 7.18 Additional Guarantors. Holdings will cause each Restricted Subsidiary of Holdings that
becomes a Guarantor or is required to become a party to this Agreement under the Priority Facility
Agreement, the Working Capital






53









 







Facility Agreement or Section 4.22 of the Indenture to become party to this Agreement, for all
purposes of this Agreement on the terms set forth herein applicable to a Guarantor, by causing such
Subsidiary to execute and deliver to the parties hereto a Joinder Agreement, whereupon such
Subsidiary shall be bound by the terms hereof to the same extent as if it had executed and
delivered this Agreement as a Guarantor as of the date hereof. No Joinder Agreement executed in
connection with this Section 7.18 requires the consent of any Secured Party or the
Collateral Agent.




          SECTION 7.19 Insolvency. This Agreement will be applicable both before and after the commencement of any
Insolvency or Liquidation Proceeding by or against the Company or any Guarantor. The relative
rights, as provided for in this Agreement, will continue after the commencement of any such
Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of
any such case, as provided in this Agreement.




          SECTION 7.20 Rights and Immunities of the Working Capital Facility Agent and the Trustee. The Working
Capital Facility Agent will be entitled to all of the rights, protections, immunities and
indemnities set forth in the Working Capital Facility Agreement, and the Trustee will be entitled
to all of the rights, protections, immunities and indemnities set forth in the Indenture. In no
event will the Working Capital Facility Agent or the Trustee be liable for any act or omission on
the part of the Company, any Guarantor or the Collateral Agent hereunder, except as otherwise
provided for herein.




          SECTION 7.21 Conflicting Provisions.




               (a) In the event of any conflict between any terms and provisions set forth in this Agreement
and those set forth in any other Security Document, the terms and provisions of this Agreement
shall supersede and control the terms and provisions of such other Security Document.



               (b) In the event of any conflict between any terms and provisions set forth in this Agreement
and those set forth in any other Secured Document insofar as such terms and provisions relate to
any Collateral, the terms and provisions of this Agreement shall supersede and control the terms
and provisions of such Secured Document.



          SECTION 7.22 Judgment Currency.




               (a) U.S. dollars are the sole currency of account and payment for all sums due and payable by
the Company and the Guarantors under this Agreement, the Secured Documents and the Security
Documents. If, for the purpose of obtaining judgment in any court, it is necessary to convert a
sum due hereunder in United States dollars into another currency, the Company and the Guarantors
agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the Collateral Agent
determines a Person could purchase United States dollars with such other currency in New York, New



54









 




York, on the business day immediately preceding the day on which final judgment is given.




               (b) The obligation of each of the Company and the Guarantors in respect of any sum due to the
Collateral Agent in United States dollars shall, to the extent permitted by applicable law,
notwithstanding any judgment or order being given or made and expressed and paid in a currency (the
“Judgment Currency”) other than United States dollars, be discharged only to the extent that on the
business day following receipt of any sum adjudged to be due in the Judgment Currency the
Collateral Agent may in accordance with normal banking procedures purchase United States dollars in
the amount originally due to such Person with the Judgment Currency. If the amount of United State
dollars so purchased is less than the sum originally due to the Collateral Agent, each of the
Company and the Guarantors shall, jointly and severally, as a separate obligation and
notwithstanding any such judgment, indemnify the Collateral Agent against the resulting loss; and
if the amount of United States dollars so purchased is greater than the sum originally due to the
Collateral Agent, the Collateral Agent shall, by accepting such amount, be deemed to have agreed to
repay such excess provided that the Collateral Agent shall not have any obligation to pay any such
excess as long as a default by the Company or any Guarantor with respect to any of its Secured
Obligations has occurred and is continuing, in which case such excess may be applied by the
Collateral Agent to such payment obligations.



          SECTION 7.23 Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent,
waiver or Act required or permitted under this Agreement or any of the Security Documents shall be
in the English language, except that any published notice may be in an official language of the
country of publication.





55











 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by
their respective officers or representatives hereunto duly authorized as of the day and year first
above written.




	 	 	 	 	 	 	 

	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Shipping AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Marine Services, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Marine Cayman, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trico Holdco LLC, General Partner	 	 
	 

	 	By:
	 	Trico Marine Services, Inc., its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Holdco LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Trico Marine Services, Inc., its Sole Member	 	 
	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Sr. Vice President	 	 






[Signature Page to A&R Collateral Agency and Intercreditor Agreement]





 








 










	 	 	 	 	 	 	 

	 	 	Trico Supply AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Subsea Holding AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Shipping III AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Shipping II AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Deep Ocean Shipping AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Chairman	 	 






[Signature Page to A&R Collateral Agency and Intercreditor Agreement]






 









 









	 	 	 	 	 	 	 

	 	 	Trico Supply (UK) Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Albyn Marine Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CTC Marine Projects Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Brasil Servicos Ltda.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tomás Salazar
 

	 	 
	 

	 	 	 	Name: Tomás Salazar	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Maritime AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Management AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 






[Signature Page to A&R Collateral Agency and Intercreditor Agreement]






 








 










	 	 	 	 	 	 	 

	 	 	DeepOcean De Mexico S. De R.L. De C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	CTC Marine Norway AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CTC Marine Projects (Guernsey) Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean Subsea Services Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mads Ragnar Bårdsen
 

	 	 
	 

	 	 	 	Name: Mads Ragnar Bårdsen	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	DeepOcean UK Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 






[Signature Page to A&R Collateral Agency and Intercreditor Agreement]







 









 









	 	 	 	 	 	 	 

	 	 	Servicios Profesionales De Apoyo 

Especializado, S. De
R.L. De C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Servicios De Soporte Profesional 

Administrativo, S.
De R.L. De C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geoff Jones
 

	 	 
	 

	 	 	 	Name: Geoff Jones	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Trico Subsea AS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Gray
 

	 	 
	 

	 	 	 	Name: Gerald A. Gray	 	 
	 

	 	 	 	Title: Managing Director	 	 






[Signature Page to A&R Collateral Agency and Intercreditor Agreement]







 








 





	 	 	 	 	 
	 	Wilmington Trust FSB,
as Collateral Agent

 	 
	 	By  	/s/
Peter Finkel
 	 
	 	 	Name:  	Peter Finkel 	 
	 	 	Title:  	Vice President 	 
	 
	 	Nordea Bank Finland PLC, New York
 Branch, as Working Capital Facility Agent

 	 
	 	By  	/s/ Martin Lunder
 	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By  	/s/ Colleen Durkin
 	 
	 	 	Name:  	Colleen Durkin 	 
	 	 	Title:  	First Vice President 	 
	 
	 	Cantor Fitzgerald Securities, as Priority
 Facility Agent

 	 
	 	By  	/s/
James Bond
 	 
	 	 	Name:  	James Bond 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	Deutsche Bank National Trust Company,
 as Trustee
 	 
	 	 	 
	 	By:  	/s/
George F. Kubin
 	 
	 	 	Name:  	George F. Kubin 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	/s/
Theresa Jacobson
 	 
	 	 	Name:  	Theresa Jacobson 	 
	 	 	Title:  	Assistant Vice President 	 



[Signature Page]



 









 





Exhibit A



Wilmington Trust FSB,

as Collateral Agent

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attn: Peter Finkel




Deutsche Bank National Trust Company,

as Trustee

Trust & Securities Services

222 South Riverside Plaza

Chicago, IL 60606-5808

Attn: George Kubin




Cantor Fitzgerald Securities

as Priority Facility Agent




Nordea Bank Finland PLC, New York Branch,

as Working Capital Facility Agent

437 Madison Avenue, 21st Floor

New York, NY 10022

Attn: Loan Administration




JOINDER AGREEMENT




          The undersigned, [INSERT GUARANTOR’S NAME], a [INSERT DESCRIPTION OF GUARANTOR], hereby agrees
to become party to the Amended and Restated Collateral Agency and Intercreditor Agreement dated as
of September 21, 2010, as amended, supplemented or otherwise modified and in effect, by and among
Trico Shipping AS, a limited company organized under the laws of Norway, the subsidiaries of
Holdings party thereto, Nordea Bank Finland PLC, New York Branch, as Working Capital Facility Agent
under the Working Capital Facility Agreement (as defined therein), Deutsche Bank National Trust
Company, as Trustee under the Indenture (as defined therein), Cantor Fitzgerald Securities, as
Priority Facility Agent (as defined therein) and Wilmington Trust FSB, as Collateral Agent, for all
purposes thereof on the terms set forth therein applicable to a “Guarantor,” as defined therein,
and to be bound by the terms of said Amended and Restated Collateral Agency and Intercreditor
Agreement as fully as if the undersigned had executed and delivered said Amended and Restated
Collateral Agency and Intercreditor Agreement as a Guarantor thereunder as of the date thereof.







 









 









          The provisions of Article VII of said Amended and Restated Collateral Agency and Intercreditor
Agreement shall apply with like effect to this Joinder Agreement.



          IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder Agreement as of
               , 20          .



	 	 	 	 	 
	 	 	 
	 	[	
 	]
	 	 	Name:  	 	 
	 	 	Title: