exv10w16








Exhibit 10.16




CREDIT FACILITY AGREEMENT




FOR AN AMOUNT OF UP TO USD 18,000,000




between




DEEPOCEAN SHIPPING AS

as Borrower.




DEEPOCEAN ASA

as Guarantor




and




NORDEA BANK NORGE ASA

as Agent and arranger,




and




THE FINANCIAL INSTITUTIONS

LISTED IN SCHEDULE 1

as Banks




Dated 19 November 2007









 









 








Table of Content




	 	 	 	 	 	 	 
	1
	 	PURPOSE	 	 	3	 
	2
	 	INTERPRETATION	 	 	3	 
	3
	 	CONSTRUCTION	 	 	8	 
	4
	 	COMMITMENT	 	 	8	 
	5
	 	AVAILABILITY AND DRAWDOWN	 	 	9	 
	6
	 	CONDITIONS PRECEDENT	 	 	9	 
	7
	 	INTEREST	 	 	10	 
	8
	 	REPAYMENT	 	 	11	 
	9
	 	OPTIONAL PREPAYMENT/CANCELLATION	 	 	11	 
	10
	 	MANDATORY PREPAYMENT	 	 	11	 
	11
	 	SET-OFF	 	 	12	 
	12
	 	PAYMENTS AND CALCULATIONS	 	 	12	 
	13
	 	SECURITY	 	 	13	 
	14
	 	REPRESENTATIONS AND WARRANTIES	 	 	14	 
	15
	 	COVENANTS AND UNDERTAKINGS	 	 	15	 
	16
	 	EVENTS OF DEFAULT	 	 	19	 
	17
	 	CHANGES IN CIRCUMSTANCE	 	 	21	 
	18
	 	FEES AND COSTS	 	 	22	 
	19
	 	CURRENCY INDEMNITY	 	 	22	 
	20
	 	TRANSFER AND PARTICIPATION	 	 	23	 
	21
	 	GUARANTEE AND INDEMNITY	 	 	23	 
	22
	 	AGENCY	 	 	26	 
	23
	 	NOTICES AND MISCELLANEOUS	 	 	28	 
	24
	 	LAW AND JURISDICTION	 	 	29	 
	25
	 	SIGNATURES	 	 	29	 






SCHEDULES



1.       List of Banks and Financial Institutions

2.       Conditions Precedent

3.       Form of Drawdown Notice

4.       Form of Certificate of Compliance

5.       Form of Assignment Agreement

6.       Form of Isle of Man First Priority Mortgage

7.       Form of Deed of Covenants






2









 







This
credit facility agreement (the “Loan Agreement”) has been entered into on this 19th
day of November 2007 between:





	(1)	 	DeepOcean Shipping AS, a Norwegian limited company registered with company registration
number 979 456 107 with its registered address at Stoltenberggaten 1, 5527 Haugesund, Norway
(the “Borrower”);
	 
	(2)	 	DeepOcean ASA, a Norwegian limited company registered with company registration number 980
722 805 with its registered address at Stoltenberggaten 1, 5527 Haugesund, Norway (the
“Guarantor”);
	 
	(3)	 	The financial institutions listed in Schedule 1 as banks, including their successors in title
and assignees and transferees (the “Banks”); and
	 
	(4)	 	Nordea Bank Norge ASA, PO Box 1166 Sentrum, 0107 Oslo, Norway (the “Agent”).





WHEREAS:





	(A)	 	Pursuant to a loan agreement dated 20 December 2004 (as later amended) the Borrower has taken
up a term loan facility in the original amount of USD 12,329,212.39 and a revolving credit
facility in the original amount of USD 3,600,000 (the “Original Loan”) for the purpose of
re-financing the acquisition and refurbishment of MV Atlantic Challenger, an offshore
construction vessel of 3,372 dwt built in 1990 and rebuilt in 1999 (the “Vessel”).
	 
	(B)	 	The Borrower wishes to refinance the Original Loan, and the Banks have agreed to provide such
refinancing, on the terms and conditions of this Loan Agreement.





NOW THEREFORE IT IS HEREBY AGREED as follows:





	1	 	PURPOSE
	 
	1.1	 	The Banks have, according to the terms and conditions set out in this Loan Agreement, agreed
to make available to the Borrower a credit facility in the maximum amount of USD 18,000,000
for the purpose of assisting the Borrower in refinancing of the Original Loan.
	 
	1.2	 	The Borrower’s obligations pursuant to his Loan Agreement shall be guaranteed by the
Guarantor as further described herein.
	 
	2	 	INTERPRETATION
	 
	2.1	 	In this Loan Agreement, unless the context otherwise requires, the following capitalized
words and expressions shall have the meaning set opposite them below:





	 	 	 
	“Assignment Agreement”
	 	the assignment agreement between the Agent and






3









 






	 	 	 
	 	 	the Borrower, substantially in the form set
out in Schedule 5.
	 	 	 
	“Assignment of Earnings”
	 	the assignment of the Earnings as set out in
the Assignment Agreement.
	 	 	 
	“Assignment of Insurances”
	 	the assignment of the Vessel’s insurances as
set out in the Assignment Agreement.
	 	 	 
	“Banking Day”
	 	any day on which dealings in deposits of USD
are carried on in the London Interbank
Eurocurrency Market and on which banks are
open for business in Oslo and London,
	 	 	 
	“Banks”
	 	each and all of the lenders as set forth in
Schedule 1.
	 	 	 
	“Certificate of Compliance”
	 	the certificate to be delivered by the
Guarantor pursuant to Clause 15.3,
substantially in the form set out in Schedule
4.
	 	 	 
	“Commitment”
	 	the Banks’ commitment to make available to the
Borrower a term loan facility in the maximum
amount of up to USD 18,000,000 to the extent
not cancelled or reduced pursuant to the terms
and conditions of this Loan Agreement.
	 	 	 
	“Deed of Covenants”
	 	the deed of covenants related to the Mortgage,
substantially in the form set out in Schedule
7 hereto.
	 	 	 
	“Drawdown Date”
	 	the Banking Day on which the Commitment is
drawn by the Borrower, such date to be agreed
between the Borrower and the Agent but not to
be later than 30 November 2007.
	 	 	 
	“Drawdown Notice”
	 	the irrevocable notice of drawdown from the
Borrower as required by Clause 5.1 (b) and
substantially in the form as set out in
Schedule 3.
	 	 	 
	“Earnings”
	 	all (i) hire payable to the Borrower for the
use of the Vessel, (ii) compensation payable
to the Borrower in the event of requisition of
the Vessel, (iii) remuneration for salvage and
other services performed by the Vessel payable
to the Borrower, (iv) demurrage and retention
moneys receivable by the Borrower in relation
to the Vessel, (v) damage for breach (or
payments for variation or termination) of any
contract of employment of the Vessel and (vi)
other monies whatsoever due or to become due
to the Borrower from any third parties in
respect of the Vessel or otherwise.






4









 






	 	 	 
	“Environmental Laws”
	 	all national, international and state laws,
rules, regulations, treaties and conventions
applicable to the Vessel and, pertaining to
the pollution or protection of human health or
the environment including, without limitation,
the carriage of Pollutants and actual or
threatened emissions, spills, releases or
discharges of Pollutants.
	 	 	 
	“Event of Default”
	 	each event defined as an Event of Default in
Clause 16.
	 	 	 
	“Factoring Agreement”
	 	the factoring agreement in respect of the
Borrower’s earnings in the amount of NOK
190,000,000 entered into between the Borrower
and Bergensbanken ASA 8 January 1999 and
assigned 21 December 2004 to the Agent.
	 	 	 
	“Finance Documents”
	 	this Loan Agreement, the Security Documents
and any document or agreement from time to
time entered into pursuant to the terms of any
such document.
	 	 	 
	“Final Maturity Date”
	 	the date falling on the fourth anniversary of
the Drawdown Date. If such date is not a
Banking Day the Final Maturity Date shall be
the first following Banking Day unless it
would thereby fall in a new calendar month in
which case it shall be the first preceding
Banking Day.
	 	 	 
	“GAAP”
	 	the generally accepted accounting principles
in Norway, including the International
Financial Reporting Standards (IFRS).
	 	 	 
	“Group “
	 	the Guarantor and its Subsidiaries
	 	 	 
	“Interest Payment Date”
	 	the last day of each Interest Period or if the
Agent and the Banks should consent to longer
Interest Periods than six (6) months, the last
Banking Day of each six months period during
that Interest Period and the last day of that
Interest Period save as provided by Clause
7.2.
	 	 	 
	“Interest Period”
	 	each period for the calculation of interest on
the Loan as described in Clause 7.2.
	 	 	 
	“ISDA Agreement”
	 	The master hedging agreement by the
International Swap Dealers Association Inc.
including the relevant schedule(s) thereto and
any other related document and/or agreement
all with terms and conditions acceptable to
the Swap Provider and the Agent.






5









 






	 	 	 
	“ISM Code”
	 	the International Safety Management Code for
the Safe Operation of Ships and for Pollution
Prevention constituted pursuant to Resolution
A.741(18) of the International Maritime
Organisation and incorporated into the Safety
of Life Sea Convention and include any
amendments or extensions of it and any
regulation issued pursuant to it.
	 	 	 
	“LIBOR”
	 	for any Interest Period:
	 	 	 
	 	 	(a)    the rate per annum equal to the offered
quotation for deposits in USD ascertained by
the Agent to be the rate established by the
British Bankers’ Association and appearing on
the Reuter page LIBOR 01 (or its replacement),
published or reported by Reuter through its
monitor service or any equivalent successor to
such service at or about 11:00 hours a.m.
(London time) on the applicable Quotation
Date; or

	 	 	 
	 	 	(b)    if no such rate is available, the rate per
annum at which the Agent is able to acquire
the relevant currency for the relevant
Interest Period in the London Interbank Market
at about 11.00 hours a.m. (London time) on the
applicable Quotation Date, as conclusively
certified by the Agent to the Borrower.

	 	 	 
	“Loan”
	 	the total aggregate amount outstanding from
time to time hereunder, including but not
limited to accrued interest, fees, costs and
any amount due or to become due and payable
hereunder.
	 	 	 
	“Majority Banks”
	 	any Banks whose contribution to the Loan
totals more than 67 % of the Loan.
	 	 	 
	“Margin”
	 	0.80 % (zero point eighty per cent) per annum.
	 	 	 
	“Market Value”
	 	the fair market value of the Vessel in USD
determined as the arithmetic average of
independent valuations of the Vessel obtained
from two independent and well-reputed brokers
appointed by the Agent on behalf of the Banks
and accepted by the Borrower. Such valuations
to be made with or without physical inspection
of the Vessel (as the Agent may require), on
the basis of a sale for prompt delivery for
cash at arm’s length on normal commercial
terms as between a willing buyer and seller,
on an “as is where is” basis free of any
existing charters or other contract of
employment.






6









 






	 	 	 
	“Mortgage”
	 	the first priority mortgage on the Vessel to
be executed by the Borrower in favour of the
Agent (on behalf of the Banks) as security for
its obligations under this Loan Agreement and
being registered against the Vessel in its
ships registry, substantially in the form set
out in Schedule 6.
	 	 	 
	“Principal”
	 	the principal amount outstanding hereunder.
	 	 	 
	“Repayment Date”
	 	each date falling at quarterly consecutive
intervals starting at 3 months after the
Drawdown Date and ending on the Final Maturity
Date.
	 	 	 
	“Safety Regulations”
	 	all applicable safety and other regulations
and as required by the classification society,
the flag state or such jurisdictions where the
Vessel will be employed under any charter or
otherwise from time to time.
	 	 	 
	“Security Documents”
	 	the security documents specified in Clause 13.
	 	 	 
	“Subsidiary”
	 	a subsidiary as defined in Section 1-3 of the
Norwegian Private Limited Liability Companies
Act 1997 No. 45 (as amended) (“aksjeloven”).
	 	 	 
	“Swap Provider”
	 	the provider of the relevant interest rate
hedge (swap) for the Borrower, on the terms
and conditions of the ISDA Agreement, being
Nordea Bank Finland Plc. or any other swap
provider acceptable to the Agent.
	 	 	 
	“Taxes”
	 	any present or future taxes, levies, duties,
imposts, charges, fees, deductions or
withholdings levied or imposed by any
governmental or other public taxing or similar
authority.
	 	 	 
	“Total Loss”
	 	a total loss as any occurrence in consequence
whereof the Vessel has become or is likely to
become a total loss which expression shall
include:
	 	 	 
	 	 	(a)    any actual, constructive, agreed,
compromised or arranged total loss of the
Vessel; or

	 	 	 
	 	 	(b)    requisition for title or any other
compulsory acquisition of the Vessel; or

	 	 	 
	 	 	(c)    any other event which the insurers
consider at total loss.

	 	 	 
	“USD”
	 	the lawful currency of the United States of
America.






7









 






	 	 	 
	“Vessel”
	 	MV Atlantic Challenger, a 1990 built and 1999
rebuilt offshore construction vessel of 3,372
dwt.







	3	 	CONSTRUCTION
	 
	3.1	 	In this Loan Agreement, unless the context or any express provisions of this Loan Agreement
otherwise requires:






	 	(a)	 	words importing the singular shall include the plural and vice versa. In
particular, for so long as it is the only Bank, references to the Banks and/or the
Majority Banks shall be construed as a reference to Nordea Bank Norge ASA.;
	 
	 	(b)	 	reference to any party shall be deemed to be a reference to or include, as
appropriate, their respective permitted successors and assigns or transferees;
	 
	 	(c)	 	references to Clauses and Schedules are references to clauses and schedules
to this Loan Agreement;
	 
	 	(d)	 	all references to statutes and other legislation include all modifications,
re-enactments and amendments thereof;
	 
	 	(e)	 	a reference to this Loan Agreement or to any other agreement or document
shall be construed as including a reference to all permitted amendments and/or
variations thereof or supplements thereto from time to time in force.






	4	 	COMMITMENT
	 
	4.1	 	The obligation of each Bank under this Loan Agreement shall be to contribute that proportion
of the Loan which its commitment bears to the total of the Commitment of all Banks.
	 
	4.2	 	Subject to the provisions related to the Majority Banks’ decisions as set out herein, the
obligations of each Bank are several, but not joint. The failure of any Bank to perform such
obligations shall not relieve any other Bank, the Agent or the Borrower of any of their
respective obligations or liabilities under this Loan Agreement or the Security Documents nor
shall the Agent be responsible for the obligations of any Bank (except for its own
obligations, if any, as a Bank) nor shall any Bank be responsible for the obligations of any
other Bank under this Loan Agreement.
	 
	4.3	 	The obligations of the Borrower under this Loan Agreement and the Security Documents shall
not be affected by:






	 	(a)	 	any time or waiver granted to or composition with any third party;
	 
	 	(b)	 	any failure to enforce any rights, remedy or security against any third
party;
	 
	 	(c)	 	any legal limitation, incapacity or other circumstances relating to any third
party; or




8









 






	 	(d)	 	this Loan Agreement or any of the Security Documents becoming invalid or
unenforceable against any third party.






	4.4	 	The Borrower shall not claim any set-off or counterclaim against any third party until the
Banks have received all amounts due or to become due to them under this Loan Agreement and the
Security Documents.






	5	 	AVAILABILITY AND DRAWDOWN
	 
	5.1	 	The Commitment shall be available for drawdown in one drawing on the Drawdown Date on the
following conditions:






	 	(a)	 	the conditions precedent as per Clause 6 shall have been met;
	 
	 	(b)	 	the Borrower shall have given to the Agent a Drawdown Notice which shall be
received by the Agent prior to 11 a.m. London time not less than three (3) Banking
Days prior to the Drawdown Date unless a shorter notice period is accepted in writing
by the Banks;
	 
	 	(c)	 	no event shall have occurred which constitutes and continues to constitute an
Event of Default or which by giving of notice and/or lapse of time would constitute an
Event of Default; and
	 
	 	(d)	 	the representations and warranties contained in Clause 14 shall be true and
accurate at the time of giving of the Drawdown Notice and at the Drawdown Date with
reference to the facts then subsisting.






	5.2	 	The Commitment shall be available for the purpose set out in Clause 1 only.
	 
	5.3	 	Any undrawn part of the Commitment shall be cancelled on 31 December 2007.
	 
	6	 	CONDITIONS PRECEDENT
	 
	6.1	 	The obligations of the Agent and each Bank hereunder are subject to the condition that the
Agent, on behalf of the Banks, has received, at least 3 Banking Days prior to the Drawdown
Date, all the documents set forth in Schedule 2 hereto in a form and substance satisfactory to
the Agent.
	 
	6.2	 	If the documents set out in Schedule 2 are not submitted as originals, the Agent may require
that a Norwegian attorney-at-law certify photocopies of any such documents as true and
correct.




9









 












	7	 	INTEREST
	 
	7.1	 	The Borrower shall pay interest on the Principal on each Interest Payment Date at the annual
rate which is conclusively certified by the Agent (save for manifest error) to be the
aggregate of the Margin and LIBOR.
	 
	7.2	 	The Borrower may elect Interest Periods for the Principal of one (1), three (3)or, six (6)
months duration or alternatively such other Interest Periods (if available to the Banks) to
which the Agent with the consent of the Banks shall agree to, provided that:






	 	(a)	 	the Borrower shall select the first Interest Period for the Loan in the
Drawdown Notice. Each subsequent Interest Period shall commence on the expiry of the
preceding Interest Period;
	 
	 	(b)	 	the Borrower shall select the length of the subsequent Interest Periods by
informing the Agent in writing no later than 10:00 a.m. three Banking Days before the
beginning of the next Interest Period;
	 
	 	(c)	 	if any Interest Period would otherwise end on a day which is not a Banking
Day it shall be extended to end on the first following Banking Day unless it would
thereby end in a new calendar month in which case it shall be shortened to end on the
first preceding Banking Day;
	 
	 	(d)	 	if any Interest Period would otherwise extend beyond a Repayment Date there
shall be a separate Interest Period ending on the Repayment Date for the amount then
falling due;
	 
	 	(e)	 	Interest Periods of one (1) month duration may only be selected three times
per calendar year; and
	 
	 	(f)	 	If the Borrower fails to select an Interest Period in accordance with this
clause 7.2, that Interest Period shall be three (3) months.






	7.3	 	If the Borrower fails to pay an amount on its due date for payment under this Loan Agreement,
the Borrower shall pay interest on such amount on demand from that date up to and including
the date of actual payment, to be compounded at the end of each of the periods under (c)
below, at an annual rate which is conclusively certified by the Agent (save for manifest
error) to be the aggregate of:






	 	(a)	 	the Margin;
	 
	 	(b)	 	3 % per annum; and
	 
	 	(c)	 	LIBOR for such period as the Agent may select from time to time and for
amounts comparable with the amounts which the Borrower has failed to pay.






10











 






	8	 	REPAYMENT
	 
	8.1	 	The Borrower shall repay the Principal in 16 quarterly instalments of USD 500,000 each on
each Repayment Date. The remaining Loan shall be repaid in one instalment on the Final
Maturity Date.
	 
	8.2	 	Any repayment of Principal according to this Clause 8 may not be re-borrowed.
	 
	9	 	OPTIONAL PREPAYMENT/CANCELLATION
	 
	9.1	 	The Borrower may cancel the Commitment or prepay the Principal in whole or in part in amounts
equalling USD 100,000 or whole multiples thereof, or any other amount as agreed with the
Agent, on any Interest Payment Date upon giving the Agent not less than five (5) Banking Days
irrevocable written notice of such cancellation or prepayment. Prepayment on any other day
than the Interest Payment Date for the amounts to be prepaid, are subject to payment of any
breakage costs (excluding the Margin) and redeployment losses to the Banks.
	 
	9.2	 	Any prepaid amounts according to Clause 9.1 of this Loan Agreement shall, unless in the event
of prepayment as a consequence of a sale or Total Loss of the Vessel, reduce the Principal in
inverse order of maturity, starting with the final instalment. Prepaid amounts may not be
re-borrowed.
	 
	10	 	MANDATORY PREPAYMENT
	 
	10.1	 	In case of:






	 	(a)	 	sale or other disposition of the Vessel; or
	 
	 	(b)	 	Total Loss; or
	 
	 	(c)	 	in the event of a capture, seizure, arrest, detention or confiscation of the
Vessel by any government or by persons acting or purporting to act on behalf of any
government unless the Vessel shall be released from such capture, seizure, arrest,
detention or confiscation within two months after the occurrence
thereof;







	 		 	
then the Loan shall be prepaid in full according to this Clause 10.






	10.2	 	In the event set forth in Clause 10.1 (a) or (c), the Loan shall immediately be due and
payable.
	 
	10.3	 	In the event of a Total Loss, the Borrower shall prepay the Loan on the earlier of (i) 180
days from the occurrence of the Total Loss and (ii) upon receipt of insurance proceeds.
	 
	10.4	 	Any prepaid amounts under Clause 10 of this Loan Agreement may not be re-borrowed.




11









 












	10.5	 	Any breakage costs (excluding the Margin) and redeployment losses incurred by any Bank as a
consequence of prepayment according to this Clause 10 on any other date than on Interest
Payment Date for prepaid amounts shall be due and payable to the Agent on demand.
	 
	11	 	SET-OFF
	 
	11.1	 	The Borrower authorises the Agent (on behalf of the Banks) to apply any credit balance to
which the Borrower is then entitled on any account of the Borrower with the Agent or with any
of the Banks in satisfaction of any sum due and payable from the Borrower to the Agent and the
Banks under this Loan Agreement. For this purpose, the Agent and the Banks are authorised to
purchase with the monies standing to the credit of such account such other currencies as may
be necessary to effect such application.
	 
	12	 	PAYMENTS AND CALCULATIONS
	 
	12.1	 	The Borrower shall at all times ensure that there are sufficient funds in its bank accounts
on any Repayment Date to cover the payment of the next instalment of Principal and/or interest
on the next Interest Payment Date.
	 
	12.2	 	All payments to be made by the Borrower hereunder shall be made to such accounts of the Agent
or the Banks with such banks as the Agent shall notify the Borrower from time to time, by not
later than 11. a.m. London time in USD in freely transferable funds which are for same day
settlement or in such other USD funds as shall for the time being be customary for the
settlement of transactions of this nature.
	 
	12.3	 	All payments by the Borrower shall be made without set-off or counterclaim and free and clear
of and without deduction for or on account of any present or future Taxes of any nature,
unless the Borrower is compelled by law to make payment subject to any such Taxes. In the
event that the Borrower is compelled by law to deduct or withhold any such Taxes, the Borrower
shall (i) pay to the Agent such additional amount as may be necessary to ensure that the Agent
and the Banks receive a net amount equal to that which they would have received had such
deductions or withholdings not been made and (ii) deliver to the Agent as soon as practicable
after any request by it an official receipt of the payment of any Taxes so deducted.
	 
	12.4	 	If the date on which a payment is due to be made hereunder is not a Banking Day, such date of
payment shall be the first following Banking Day unless payment would thereby be made in a new
calendar month, in which case the payment shall be made on the preceding Banking Day.
	 
	12.5	 	Interest and any other payments hereunder of an annual nature shall accrue from day to day
and be calculated on the actual number of days elapsed on the basis of a 360 days year.
	 
	12.6	 	If any amount of Principal is for any reason repaid on a day other than a Repayment Date,




12









 












	 	 	the Borrower shall pay to the Agent on demand such amount as may be necessary to compensate
the Agent and the Banks for any loss, premium or penalty incurred by them in respect of the
liquidation or reemployment of funds borrowed for the purpose of maintaining the amount
repaid.
	 
	12.7	 	The Borrower shall promptly, on demand by a Bank, pay to that Bank the amount of any
increased cost relating to this Loan Agreement incurred by it as a result of:






	 	(a)	 	any change in, or any change in the interpretation or application by any
competent authority of, any relevant law or regulation after the date of this Loan
Agreement; or
	 
	 	(b)	 	compliance with any regulation made by a competent authority of the
jurisdiction in which it is incorporated and/or in which its principal office is
located after the date of this Loan Agreement, including any law or regulation
relating to taxation (save for tax on overall net income and to the extent such
increased cost is attributable to a Tax deduction or withholding required by law to be
made by the Borrower or compensated for by Clause 12.3), or reserve asset, special
deposit, cash ratio, liquidity or capital adequacy requirements or any other form of
banking or monetary control.






	12.8	 	In this Loan Agreement, “increased cost” means:






	 	(a)	 	an additional cost incurred by a Bank as a result of the Bank having entered
into, or performing, maintaining or funding its obligations under this Loan Agreement
save for an increase in general administration cost of such Bank;
	 
	 	(b)	 	a reduction in any amount payable to a Bank or the effective return to a Bank
on its capital which would not have occurred had that Bank not entered into this Loan
Agreement; or
	 
	 	(c)	 	the amount of any payment made by a Bank, or the amount of any interest or
other return foregone by a Bank, calculated by reference to any amounts received or
receivable by that Bank from the Agent or the Borrower under this Loan Agreement,






	 	 	all as certified by the relevant Bank, such certificate to set out in reasonable detail the
circumstances giving rise to the claim for payment of increased costs and the calculations
of the amount claimed and shall be conclusive evidence, save for manifest error, of the
amount due from the Borrower.
	 
	13	 	SECURITY
	 
	13.1	 	The Loan shall at all times, as long as there are any outstanding amount due according to
this Loan Agreement, be secured by the Guarantee stated in this Loan Agreement and the
following Security Documents:






	 	(a)	 	the Mortgage; and




13









 






	 	(b)	 	the Assignment Agreement, containing the Assignment of Insurances and the
Assignment of Earnings.






	13.2	 	All the Security Documents shall serve as security for the Loan on a pari passu basis on
first priority over the respective assets.
	 
	13.3	 	The Swap Provider’s exposure under the ISDA Agreement shall at all times be secured by the
second priority mortgage on the Vessel.
	 
	14	 	REPRESENTATIONS AND WARRANTIES
	 
	14.1	 	The Borrower represents and warrants to the Agent and the Banks as follows:






	 	(a)	 	The Borrower is a limited liability company wholly owned by the Guarantor,
duly incorporated and validly existing under the laws of Norway, in good standing, and
has the power to own and operate its assets;
	 
	 	(b)	 	The Borrower has the power to enter into and perform, and has taken all
necessary corporate action to authorise the entry into, performance and delivery of
each of the Finance Documents, and the transactions contemplated therein;
	 
	 	(c)	 	Each of the Finance Document constitutes (or will, when executed by the
respective parties thereto, constitute) legal, valid and binding obligations of the
Borrower and/or the Guarantor, enforceable in accordance with its terms and, save as
provided for therein and/or as have been or shall be completed prior to the Drawdown
Date, no registration, filing, payment of Tax or fees or other formalities are
necessary or desirable to render the relevant Finance Document enforceable against the
respective parties and, in respect of the Vessel, for the Mortgage to constitute valid
and enforceable first priority mortgage;
	 
	 	(d)	 	The entry into and performance by the Borrower of the Finance Documents and
the transactions contemplated thereby do not and will not conflict with:






	 	(i)	 	any present law or regulation or judicial or official order
applicable to it;
	 
	 	(ii)	 	its articles of association or other constitutional
documents; or
	 
	 	(iii)	 	any document or agreement which is binding on the Borrower;






	 	(e)	 	All authorisations and consents required in connection with the entry into,
performance, validity and enforceability of, and the transactions contemplated by,
each of the Finance Documents, and for the Borrower to carry on its business, have
been obtained and are in full force and effect, or will be obtained prior to the
Borrower serving the Drawdown Notice hereunder;
	 
	 	(f)	 	The accounts of the Borrower most recently delivered to the Agent :






	 	(i)	 	have been prepared in accordance with generally accepted
accounting principles in Norway, consistently applied;




14









 






	 	(ii)	 	fairly represent the financial conditions of the Borrower, as
at the date on which they were drawn up;






	 	 	 	and there has been no material adverse change in the financial condition of the
Borrower since the date on which those accounts were drawn up, which might
reasonably be expected to have a material adverse effect on the ability of the
Borrower to perform its obligations under the Finance Documents;
	 
	 	(g)	 	All financial documents and information relating to the Borrower or otherwise
relevant to the matters contemplated by this Loan Agreement which have been supplied
by or on behalf of the Borrower to the Agent are complete and, as at the date of such
documents or information, correct in all material respects, and the Borrower has not
omitted to disclose to the Agent any off-balance sheet liabilities or other
information, documents or agreements which, if disclosed, could reasonably be expected
to affect the decision of the Agent or the Banks to enter into this Loan Agreement.
	 
	 	(h)	 	No litigation, arbitration or administrative proceedings are current or, to
the Borrower’s knowledge, pending or threatened against the Borrower which might, if
adversely determined, be reasonably expected to have a material adverse effect on its
ability to perform its obligations under any of the Finance Documents;
	 
	 	(i)	 	The Borrower is operating its business and the Vessel in compliance with all
relevant applicable laws, including but not limited to the Safety Regulations, the
Environmental Laws, and any other applicable laws and regulations;
	 
	 	(j)	 	The Borrower has delivered all necessary tax returns to the relevant taxation
authorities and the Borrower is not in default in the payment of Taxes, and no
material claim is being asserted with respect to Taxes;
	 
	 	(k)	 	The Borrower complies in all respects with all Environmental Laws applicable
to it or the Vessel, including without limitation, requirements relating to
establishment of financial responsibility and obtained the Environmental Approval
applicable to it and the Vessel .






	14.2	 	The representations and warranties set out in Clause 14 are made by the Borrower on the date
of this Loan Agreement and shall be deemed to be repeated by the Borrower at the date of the
Drawdown Notice and each Interest Period selection notice, as well as the first day in each
Interest Period, with reference to the facts and circumstances then existing, unless otherwise
notified to the Agent in writing, and if not permitted under this Loan Agreement, waived by
the Banks prior to such dates.
	 
	15	 	COVENANTS AND UNDERTAKINGS
	 
	15.1	 	Each of the Borrower and the Guarantor undertakes with the Banks that, as long as any amount
is owed to the Banks hereunder, it will comply with the following covenants and undertakings
set out in this Clause 15. Each of the Borrower and the Guarantor undertake to promptly inform
the Agent in writing of any occurrence or event which constitutes or may constitute a breach
of the covenants and undertakings which apply to it pursuant to this Clause 15.




15









 












	15.2	 	Each of the Borrower and the Guarantor undertakes to deliver to the Agent the following
(which, upon the reasonable request of the Agent shall be in the English language):






	 	(a)	 	1 (one) copy confirmed by its auditor (who shall be an authorised public
accountant) of its audited balance sheets as of the close of each financial year and
audited statement(s) of profit and loss, cash flow reports and annual reports within
150 (one hundred and fifty) days after the close of each financial year;
	 
	 	(b)	 	its unaudited consolidated financial statements within 90 (ninety) days after
the end of the 1st, 2nd and 3rd calendar quarter;
	 
	 	(c)	 	such financial and other information as the Agent, in its sole discretion,
may from time to time reasonably request;






	15.3	 	The Guarantor undertakes, within 90 (ninety) days after the end of each calendar quarter, to
deliver Certificate of Compliance to the Agent, as confirmation of the Guarantor’s compliance
with the following financial covenants, all calculated on a consolidated basis and in
accordance with GAAP:






	 	(a)	 	Working Capital: The ratio of Current Assets to Current Liabilities
to remain greater than 1.1:1.0.
	 
	 	(b)	 	Minimum Leverage Ratio: The ratio of consolidated Net Interest
Bearing Debt to EBITDA (including any lease obligations) on a trailing four quarter
basis shall at no time be greater than 4:1.
	 
	 	(c)	 	Minimum Book Equity: The Book Equity shall at all times be no less
than 35% of the aggregate of (i) the Book Equity and (ii) the Total Liabilities.






	 	 	The above financial terms shall in the context of this clause 15.3 on the date of
calculation be defined as follows all in accordance with GAAP:
	 
	 	 	“Current Assets” shall mean on a consolidated basis for the Group, the aggregate of (i) the
account receivables, Free Cash and marketable securities, trade and other receivables
realisable within one year and (ii) inventories and prepaid expenses which are to be
charged to income within one year.
	 
	 	 	“Free Cash” shall mean on a consolidated basis for the Group, the aggregate amount
(expressed in USD or as a USD equivalent) of all amounts of the Guarantor which are
standing to the credit of current and deposit accounts with banks and other deposit taking
institutions, excluding prepaid amounts and any amounts to which the right of access or use
is blocked or restricted (whether by way of encumbrance or otherwise).
	 
	 	 	“Current Liabilities” shall mean on a consolidated basis for the Group, the aggregate
amount of the Guarantor’s trade credits and the aggregate liabilities towards other
creditors in respect of operating items payable within one year, including any accrued
interest.




16









 






	 	 	“EBITDA” shall mean on a consolidated basis for the Group, the consolidated earnings before
interest, taxes, depreciation, amortisation, and any gain or loss from sale of assets or
other extraordinary gains and losses.
	 
	 	 	“Net Interest Bearing Debt” shall mean on a consolidated basis for the Group, the aggregate
interest bearing debt including financial lease obligations less Free Cash.
	 
	 	 	“Book Equity” shall mean the book equity on a consolidated basis for the Group.
	 
	 	 	“Total Liabilities” shall mean the book value of the total liabilities on a consolidated
basis for the Group.






	15.4	 	The Borrower further undertakes that as long as any amount is outstanding under this Loan
Agreement:






	 	(a)	 	it will promptly inform the Agent of any occurrence or event of which it
becomes aware which constitutes an Event of Default or will materially adversely
affect the Borrower’s ability to perform its obligations hereunder or under any of the
Finance Documents;
	 
	 	(b)	 	It will provide the Agent in writing, promptly upon becoming aware of them,
relevant details of any litigation, arbitration or administrative proceedings,
hereunder any environmental claim, which are current or, to its knowledge, threatened
or pending against it and which might, if adversely determined, be reasonably expected
to have a material adverse effect on its ability to perform its obligations under the
Finance Documents, and further details of any such matters previously disclosed to the
Agent, as the Banks may reasonably request;
	 
	 	(c)	 	it will not make any changes to its by-laws or merge, demerge, consolidate or
liquidate or in any other way make any amendments to its corporate status without the
prior written consent of the Agent on behalf of the Banks;
	 
	 	(d)	 	it will not make any changes in its fiscal year, the nature of its business,
its company name, its legal structure or organisation and/or its corporate seat
without the Agent’s prior written consent on behalf of the Banks;
	 
	 	(e)	 	it will at all times manage its business and the Vessel in compliance with
all relevant applicable laws and regulations and notify the Agent immediately of any
breach thereof;
	 
	 	(f)	 	it will procure that the Vessel is insured according to the following terms
and conditions:






	 	(i)	 	the Vessel shall be fully insured against such risks, in such
amounts, on such terms (always applying Norwegian law and including the terms
of the Norwegian Marine Insurance Plan of 1996, version 2002 (as amended from
time to time) as the Agent may approve (such approval not to be unreasonably
withheld). Such insurances shall include, but not be limited to Hull and
Machinery, Hull Interest, Freight Interest, Protection & Indemnity (including
a maximum club cover for oil pollution liability for the Vessel, presently USD
1,000,000,000), War Risk (including terrorism) and Loss of




17









 






	 	 	 	Hire.
	 
	 	(ii)	 	Insurance shall be maintained with first class underwriters
and insurance companies and at terms acceptable to the Agent and shall note
and maintain the notation of the Agent (on behalf of the Banks) as mortgagee
and as further set out in the loss payable clause in the Assignment Agreement.
	 
	 	(iii)	 	The insured value of the Vessel shall at all times be equal
to or higher than its Market Value, and the aggregate insured value of the
Vessel shall be equal to or greater than 125 % (hundred and twenty five per
cent) of the Loan.
	 
	 	 	 	Furthermore, the Hull and Machinery insured value of each Vessel shall at all
times cover 80 % (eighty per cent) of its Market Value, and the aggregate
Hull and Machinery insured value of all Vessels shall be equal to or greater
than the Loan, while the remaining cover may be taken out by way of Hull and
Freight Interest insurances.
	 
	 	(iv)	 	insurance premiums shall be paid punctually and the Borrower
shall renew the insurances timely and deliver the annual certificates to the
Agent evidencing that the Vessel is insured and that the Agent (on behalf of
the Banks) is noted as mortgagee in the Vessel’s insurance policies with first
priority; and
	 
	 	(v)	 	In addition to the insurances specified above, the Agent may
require (a) a Mortgagees Interest Insurance (M.I.I) and (b) when and if the
Vessel is operating the territory of the United States of America, Mortgagee
Interest Additional Perils insurance, in which case the Borrower shall procure
that the Agent be reimbursed, or reimburse the Agent, in full all and any
costs incurred by the Agent to secure the interest of the Banks in relation
thereto.






	 	(g)	 	it will at all times comply with the Safety Regulations and the Environmental
Laws applicable to any of them from time to time, and comply with all international
conventions and regulations, including SOLAS conventions and the International
Management code for the Safe Operation of Ships and for Pollution Prevention adopted
by the International Maritime Organisation. In particular, the Borrower shall ensure
compliance with the ISM Code and shall ensure that any charterer and any company
performing management services on behalf of the Borrower complies with said
conventions and regulations;
	 
	 	(h)	 	it will deliver to the Agent copies of all relevant certificates required
under the Safety Regulations and Environmental Laws when such certificates are
required by the relevant authorities.
	 
	 	(i)	 	it will promptly notify the Agent in writing (in case of urgency by telefax)
of:






	 	(i)	 	any accident to the Vessel involving repairs where the cost
is likely to exceed USD 100,000 (or the equivalent in any other currency);
	 
	 	(ii)	 	any occurrence in consequence whereof the Vessel has become
or is likely to become a Total Loss;
	 
	 	(iii)	 	any arrest, capture, seizure, detention or confiscation of
the Vessel or the exercise or purported exercise of any lien on the Vessel;




18









 












	 	(j)	 	it will as soon as possible and in no event later than 30 days after the
Borrower, or any of its key employees become aware of the same, procure that any
arrest or other similar charges against the Vessel shall be released;
	 
	 	(k)	 	the Borrower shall maintain the Vessel classified in the highest class with
either Bureau Veritas or another classification society acceptable to the Agent, and
not change such classification society without the prior written consent of the Agent;
	 
	 	(l)	 	it will not change the flag of the Vessel or register or grant or permit any
mortgage or other encumbrance over the Vessel other than permitted by this Loan
Agreement (hereunder the second priority mortgage over the Vessel as security for the
Borrower’s obligations under the Swap arrangement with the Swap Provider) without the
prior written consent of the Agent on behalf of the Banks;
	 
	 	(m)	 	it shall semi-annually (or up to quarterly if the Agent deem that the
circumstances require updated reports) establish the Market Value and submit the
written report thereof to the Agent, and shall procure that the Market Value at all
times exceeds 130 % of the Loan.






	15.5	 	The Guarantor further undertakes that as long as any amount is outstanding under this Loan
Agreement:






	(a)	 	it will not permit any changes of ownership and/or control of the Borrower
without the prior written consent of the Agent on behalf of the Banks;
	 
	(b)	 	it will not make any changes in its fiscal year, the nature of its business
or that of its subsidiaries, its company name, its legal structure or organisation
and/or its corporate seat without the Agent’s prior written consent on behalf of the
Banks;
	 
	(c)	 	it will promptly inform the Agent of any occurrence or event of which it
becomes aware which constitutes an Event of Default or will materially adversely
affect the Borrower’s or the Guarantor’s ability to perform their respective
obligations hereunder or under any of the Finance Documents;
	 
	(d)	 	it will not, and shall ensure that the subsidiaries of the Guarantor shall
not, merge, demerge, consolidate or liquidate or in any other way make any amendments
to its corporate status without the prior written consent of the Agent on behalf of
the Banks;
	 
	(e)	 	it will maintain its listing on the Oslo Stock Exchange at all times.






	15.6	 	The Borrower may enter into interest rate hedging arrangements on the terms and conditions of
the ISDA Agreement for a notional amount not exceeding the Loan and for periods up to the
Final Maturity Date.






	16	 	EVENTS OF DEFAULT
	 
	16.1	 	Each of the following events or circumstances is an Event of Default:




19









 












	 	(a)	 	the Borrower fails to pay any sum due hereunder on the due date provided,
however, that it shall not be an Event of Default if such failure is due to an
administrative or technical banking error and such failure is
remedied within three (3) Banking Days;






	 	(b)	 	the Borrower and/or the Guarantor otherwise defaults in the due performance
or observance of any undertaking, covenant or other obligation or term contained
herein or in any of the Finance Documents. No Event of Default under this paragraph
(b) will occur if, in the reasonable opinion of the Agent, the failure to comply is
capable of remedy and is remedied within 10 Business Days of the earlier of the Agent
giving notice to the Borrower and/or the Guarantor and the Borrower and/or the
Guarantor becoming aware of the failure to comply. For the avoidance of doubt, a
breach of Clauses 15.4 (f) (insurances) and 15.4 (l) (flag) is not capable of remedy.
	 
	 	(c)	 	a change of ownership and/or control of the Borrower shall occur without the
Agent’s prior written consent;
	 
	 	(d)	 	any representation or warranty made by the Borrower in this Loan Agreement or
in the Finance Documents or in any notice, certificate or statement delivered or made
pursuant hereto proves to have been inaccurate or misleading in any material respect
when made;
	 
	 	(e)	 	a material adverse change shall occur with respect to the financial condition
of the Borrower and/or the Guarantor or any creditor of the said parties declares a
default, or is capable of declaring a default under any agreement imposing obligations
upon the Borrower or the Guarantor in amounts exceeding USD 1,000,000 and USD
5,000,000, respectively, provided that the defaulting party is unable to demonstrate
to the satisfaction of the Banks within seven (7) Banking Days after the declaration
of such default that the subject party is not in default;
	 
	 	(f)	 	the Borrower and/or the Guarantor is unable or admits in writing its
inability to pay its lawful debts as they mature or makes a general assignment for the
benefit of its creditors;
	 
	 	(g)	 	any proceedings are commenced or any judgement or order is given by a
competent court or any effective resolution is passed for or with the view to
bankruptcy, liquidation or reorganisation of the Borrower and/or the Guarantor or for
the appointment of a receiver, trustee or liquidator of the Borrower and/or the
Guarantor or all or any substantial part of its assets unless contested in good faith;
	 
	 	(h)	 	the Borrower and/or the Guarantor ceases or threatens to cease to carry on
its business otherwise than, in case of the Borrower, following the voluntary sale of
the Vessel, or disposes or threaten to dispose of a substantial part of its assets or
the same are seized or appropriated for any reason;
	 
	 	(i)	 	the Borrower shall suffer a material adverse change in its financial position
which, in the reasonable opinion of the Banks, will adversely affect the Borrower’s
ability to repay the Loan;
	 
	 	(j)	 	any governmental or other consent, approval or authorisation necessary for
the Borrower to fulfil all its obligations hereunder or otherwise to give full effect
to




20









 






	 	 	 	any of the Finance Documents is revoked or otherwise modified in a manner
unacceptable to the Banks in their reasonable opinion;
	 
	 	(k)	 	any of the Security Documents cease to be in full force and effect on the
priority as required by Clause 13; and
	 
	 	(l)	 	it becomes impossible or unlawful for the Borrower to fulfil any of its
undertakings or other obligations under this Loan Agreement and the Security Documents
or for the Agent or the Banks to exercise any of their rights thereunder.






	16.2	 	Upon the occurrence of an Event of Default the Agent may, and if so instructed by the
Majority Banks, give notice to the Borrower declaring that the obligations of the Banks
hereunder shall terminate forthwith and the Loan shall become immediately due and payable by
the Borrower together with accrued interest thereon as set out in Clause 7.
	 
	16.3	 	Notwithstanding any notice under Clause 16.2, the Banks shall be entitled to exercise any
remedy conferred upon the Banks by this Loan Agreement and any of the Security Documents upon
the occurrence of an Event of Default.
	 
	17	 	CHANGES IN CIRCUMSTANCE
	 
	17.1	 	In the event that any of the Banks by reason of circumstances affecting the market are unable
at the relevant time to obtain deposits in USD in the London Interbank Eurocurrency Market to
fund the Commitment or the Loan (as the case may be), the Agent shall forthwith notify the
Borrower thereof and until such notice is withdrawn the obligation of the Banks to advance the
Commitment or the Loan (as the case may be) shall be suspended. The Banks shall then endeavour
to fund the relevant part of the Commitment or the Loan (as the case may be) with USD from
such alternative sources as may be available to them and in such case the rate of interest
payable on such amount by the Borrower shall be the aggregate of the Margin and the rate as
the Banks shall from time to time certify as being the cost to them of the relevant funds.
	 
	17.2	 	If any of the Banks are unable to fund the relevant USD amount from alternative sources, or
the Borrower does not accept the terms of such alternative funding (which the Borrower shall
be at liberty to do), the Borrower shall repay to the Agent (for the account of the Banks) the
Loan or the affected part thereof together with accrued interest thereon on the earlier of the
date falling five (5) Banking Days after receipt of written notice thereof and the next
Interest Payment Date.
	 
	17.3	 	If, at any time when any of the Banks are funding from alternative sources, they find that
USD deposits again are available to them in the London Eurocurrency Market they shall
forthwith notify the Borrower via the Agent and resume the ordinary terms of this Loan
Agreement as soon as the alternative source funding may be converted into ordinary funding
hereunder.
	 
	17.4	 	In the event that it shall become unlawful for any of the Banks or the Agent to make the
Commitment available or maintain or fund the Loan (as the case may be) or any part




21









 












	 	 	thereof, then the Banks’ obligations shall terminate and all amounts owing by the Borrower
to all the Banks hereunder shall become due and payable on demand.
	 
	17.5	 	In the event that any law, regulation or official directive (having the force of law) or
change in the same shall subject any of the Banks to any Taxes or impose any reserve, deposit
or other requirement (including capital adequacy) which results in an increase in the cost to
any of the Banks of making available the Commitment or maintaining or funding the Loan (as the
case may be) or results in a reduction in the amount of Principal or interest receivable by
any of the Banks by an amount which is deemed by such Banks to be material, then such Banks
shall promptly upon becoming aware of the same notify the Borrower in writing via the Agent of
the amount required to compensate such Banks for such additional cost or reduced receipt. Such
amount which is relevant in the circumstances shall be payable by the Borrower on the earlier
of the date falling ten (10) Banking Days after receipt of such written notice and the next
following Interest Payment Date. If the Borrower chooses to prepay the Loan, the Borrower
shall nevertheless compensate the Banks for such reasonable additional cost or reduced receipt
up to and including the date of prepayment.
	 
	18	 	FEES AND COSTS
	 
	18.1	 	The Borrower shall pay to the Agent:






	 	(a)	 	a non-refundable arrangement fee in an amount equal to 0.25 % (zero point
twenty five per cent) of the Commitment due and payable to the Agent on the Drawdown
Date for further distribution to the Banks at the discretion of the Agent;
	 
	 	(b)	 	a non-refundable commitment fee of 0.25% (zero point twenty five per cent)
per annum calculated on the basis of the difference between the Commitment and the
amount drawn under the Original Loan, payable from the signing of the firm offer until
the Commitment is fully drawn (or such earlier date as the Commitment is cancelled or
terminated);
	 
	 	(c)	 	a non-refundable agency fee of NOK 25,000 per year, due and payable to the
Agent in advance for each year, first time on the Drawdown Date and thereafter on each
anniversary thereof until the earlier of the Final Repayment Date or cancellation or
termination of the Loan;
	 
	 	(d)	 	upon demand, all legal expenses (including external legal assistance) and
other reasonable expenses incurred by the Agent and the Banks in connection with the
preparation, syndication, execution and (where appropriate) recording of this Loan
Agreement and the Security Documents and any other document incidental hereto and in
protecting or enforcing any rights of the Agent and the Banks hereunder or otherwise
in connection with the Loan and the Finance Documents.






	19	 	CURRENCY INDEMNITY
	 
	19.1	 	The Borrower hereby agrees that no payment to the Agent or the Banks hereunder




22









 






	 	 	pursuant to any judgement or order of any court or otherwise shall operate to discharge the
obligations of the Borrower unless and until payment in full shall have been received in
the currency in which the Loan is outstanding. To the extent that the amount of any such
payment shall be made in a currency other than the currency of the Loan and on actual
conversion from such currency shall fall short of the amount of the relevant obligation
expressed in the currency of the Loan, the Agent and the Banks shall have a further and
separate cause of action against the Borrower for the recovery of such sum as shall after
conversion into the currency of the Loan be equal to the amount of the shortfall.






	20	 	TRANSFER AND PARTICIPATION
	 
	20.1	 	This Loan Agreement shall be binding upon and inure to the benefit of the Banks, the Agent,
the Borrower and the Guarantor and their respective successors and permitted assigns.
	 
	20.2	 	The Borrower or the Guarantor may not assign or transfer any of the rights or obligations
under this Loan Agreement without the prior written consent of the Banks.
	 
	20.2	 	The Banks may transfer the Commitment and the Loan in whole or in part to other banks or
financial institutions. The Borrower and the Guarantor agree to sign all documents which in
the reasonable opinion of the Agent or the Banks are necessary or desirable to effectuate such
transfer, including but not limited to relevant supplements or renewals for the Security
Documents. The transferring Bank shall cover costs related to initial transfers to affiliated
banks. Reasonable costs related to subsequent transfers to other banks or financial
institutions shall be covered by the Borrower only in the event such transfer is motivated by
reasons (such as new regulations) outside the control of the transferring Bank. The Agent
shall in any event continue to act as Agent.
	 
	20.3	 	In the event the Banks transfer any part of the Commitment and/or the Loan according to
Clause 21.2, references herein to the Banks shall, as the context shall permit, be understood
to mean the Banks and/or their transferees. The obligations and liabilities of each Bank in
relation to the Commitment and in relation to renewals of and otherwise with respect to the
Loan, shall be several in proportion to their respective participation in the Commitment and
the Loan unless otherwise specified herein.
	 
	21	 	GUARANTEE AND INDEMNITY
	 
	21.1	 	The Guarantor irrevocably and unconditionally:






	 	(a)	 	guarantees to the Agent and each Bank, as and for its own debt and not merely
as surety (Norwegian: “selvskyldnerkausjonist”), the punctual performance by the
Borrower of all of the Borrower’s obligations under the Finance Documents;
	 
	 	(b)	 	undertakes with the Agent and each Bank that whenever the Borrower does not
pay any amount when due under or in connection with any of Finance




23









 






	 	 	 	Documents, the Guarantor shall immediately on demand by the Agent pay that amount
as if it were the principal obligor; and
	 
	 	(c)	 	indemnifies the Agent and each Bank immediately on demand against any cost,
loss or liability suffered by that party if any obligation guaranteed by the Guarantor
is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or
liability shall be equal to the amount which that party would otherwise have been
entitled to recover.






	21.2	 	The obligations of the Guarantor hereunder (the
“Guarantee Obligations”) are continuing
obligations and will extend to the ultimate balance of sums payable by the Borrower under the
Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
	 
	21.3	 	The liability of the Guarantor hereunder shall be limited to USD 18,000,000, plus any
unpaid amount of interest, fees, liability and expenses under the Finance Documents.
	 
	21.4	 	If any payment by the Borrower or any discharge given by a Bank (whether in respect of the
obligations of the Borrower or any security for those obligations or otherwise) is avoided
or reduced as a result of insolvency or any similar event:






	 	(a)	 	the liability of the Guarantor shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and
	 
	 	(b)	 	each Bank shall be entitled to recover the value or amount of that security
or payment from the Guarantor, as if the payment, discharge, avoidance or reduction
had not occurred.






	21.5	 	The obligations of the Guarantor under this Clause 21 will not be affected by an act,
omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice
any of its obligations under this Clause 21 (without limitation and whether or not known to
it or any Bank) including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, the Borrower or
other person;
	 
	 	(b)	 	the release of the Borrower or any other person under the terms of any
composition or arrangement with any creditor of the Borrower;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security
over assets of the Borrower or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of the Borrower or any other person;
	 
	 	(e)	 	any amendment (however fundamental) or replacement of any of the Finance
Documents or any other document or security;




24









 






	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any of the Finance Documents or any other document or security; or
	 
	 	(g)	 	any insolvency or similar proceedings.






	21.6	 	Furthermore, the Guarantor specifically waives all rights under the provisions of the
Norwegian Financial Agreements Act 1999 (as amended) not being mandatory provisions, including
(but not limited to) the following provisions (the main contents of the relevant provisions
being as indicated in the brackets):






	 	(a)	 	§ 63 (1) — (2) (to be notified of any Event of Default hereunder and to be
kept informed thereof);
	 
	 	(b)	 	§ 63 (3) (to be notified of any extension granted to the Borrower in payment
of principal and/or interest);
	 
	 	(c)	 	§ 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt
reorganisation proceedings and/or any application for the latter);
	 
	 	(d)	 	§ 65 (3) (that the consent of the Guarantor is required for the Guarantor to
be bound by amendments to the Finance Documents that may be detrimental to its
interest);
	 
	 	(e)	 	§ 67 (2) (about any reduction of the Guarantor’s liabilities hereunder, since
no such reduction shall apply as long as any amount is outstanding under the Finance
Documents);
	 
	 	(f)	 	§ 67 (4) (that the Guarantor’s liabilities hereunder shall lapse after ten
(10) years, as the Guarantor shall remain liable hereunder as long as any amount is
outstanding under any of the Finance Documents);
	 
	 	(g)	 	§ 70 (as the Guarantor shall have no right of subrogation into the rights of
the Agent and/or theBanks under the Finance Documents until and unless the Agent and
the Banks shall have received all amounts due or to become due to them under the
Finance Documents);
	 
	 	(h)	 	§ 71 (as the Agent or the Banks shall have no liability first to make demand
upon or seek to enforce remedies against the Borrower or any other security provided
in respect of the Borrower’s liabilities under the Transaciton Documents before
demanding payment under or seeking to enforce the Guarantee Obligations of the
Guarantor hereunder);
	 
	 	(i)	 	§ 72 (as all interest and default interest due under any of the Finance
Documents shall be secured by the Guarantee Obligations of the Guarantor hereunder);
	 
	 	(j)	 	§ 73 (1) — (2) (as all costs and expenses related to an Event of Default
under this Loan Agreement shall be secured by the Guarantee Obligations of the
Guarantor hereunder); and
	 
	 	(k)	 	§ 74 (1) — (2) (as the Guarantor shall not make any claim against the
Borrower for payment until and unless the Agent and the Banks first shall have
received all amounts due or to become due to them under the Finance Documents).




25









 












	21.7	 	The Guarantor waives any right it may have of first requiring any Bank (or the Agent on
its behalf) to proceed against or enforce any other rights or security or claim payment
from any person before claiming from the Guarantor under this Clause 21. This waiver
applies irrespective of any law or any provision of any of the Finance Documents to the
contrary.
	 
	21.8	 	Until all amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, each Bank (or the Agent on
its behalf) may:






	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held
or received by that Bank (or the Agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and the Guarantor shall be entitled to the benefit of the
same; and
	 
	 	(b)	 	hold in an interest-bearing suspense account any moneys received from the
Guarantor or on account of the Guarantor’s liability under this Clause 21.






	21.8	 	Until all amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent
otherwise directs, the Guarantor shall not exercise any rights which it may have by reason
of performance by it of its obligations under the Finance Documents:






	 	(a)	 	to be indemnified by the Borrower;
	 
	 	(b)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Agent or the Banks under the Finance Documents or
security taken pursuant thereto.






	21.9	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee
or security now or subsequently held by the Agent or any Bank.






	22	 	AGENCY
	 
	22.1	 	Each Bank irrevocably authorises the Agent to take such action on such Bank’s behalf and to
exercise such powers under this Loan Agreement as are specifically delegated to the Agent by
the terms hereof together with all such other powers as are reasonably incidental thereto. The
relationship between the Agent and each Bank is that of agent and principal only, and nothing
herein shall be deemed to impose on the Agent any obligations other than those for which
express provision is made herein. In performing its duties and functions hereunder, the Agent
shall exercise the same care as it normally exercises in making and handling loans for its own
account. The Agent assumes no responsibility and neither the Agent nor any of its officers,
directors, employees or agents shall be liable to the Banks or any of them for any action
taken or omitted to be taken hereunder or in connection with the Finance Documents unless
caused by its or its employees’ or its agents’ gross negligence or wilful misconduct.
	 
	22.2	 	Except as otherwise expressly provided herein, the Agent shall distribute promptly to each of
the Banks, in proportion to each Bank’s participation in the Loan, all sums




26









 






	 	 	received by it on behalf of the Banks hereunder.
	 
	22.3	 	If any Bank at any time receives or recovers by set-off or otherwise any sum which it is
obliged (or being so entitled has elected) to apply towards payment of any amount due to it
hereunder (otherwise than amounts specifically payable at that Bank under the terms of this
Loan Agreement) then such Bank shall be obliged to offer to each other Bank through the Agent
such payment by way of an adjustment in the amount as may be necessary to ensure that at all
times each Bank receives the same proportion of principal, interest and commitment commission
due to it under this Loan Agreement as each other Bank, provided, however, that such offer may
be conditional upon each Bank who may accept such offer (the “Accepting Bank”) agreeing to
indemnify the Bank making such offer (the “Offering Bank”) in terms reasonably acceptable to
the Offering Bank against any loss (other than the loss suffered by such payment by way of
adjustment) which the Offering Bank may subsequently suffer by reason of having made such
payment by way of adjustment to such Accepting Bank.
	 
	 	 	As between the Borrower and the Offering Banks, the Borrower shall remain indebted to the
Offering Bank under this Loan Agreement in the amount paid by the Offering Bank to the
Accepting Banks as if the Offering Bank had not received or recovered such amount.
	 
	22.4	 	The Agent will promptly advise the Banks of each notice received by it from the Borrower
and/or the Guarantor hereunder unless the subject matter of such notice calls for action or
attention to the Agent only. The Agent shall not be under any obligation to ascertain or
inquire as to the performance or observance by the Borrower of its obligations hereunder other
than (a) the Borrower’s obligations to make payments on the due date therefore, and (b) the
monitoring of continued insurance of the Vessel in accordance with this Loan Agreement.
	 
	22.5	 	Each Bank shall, in proportion to such Bank’s participation in the Commitment and the Loan,
reimburse the Agent on demand for all expenses incurred by the Agent in connection with the
negotiation, preparation and execution of this Loan Agreement and the Security Documents and
any amendments thereto, the preservation or enforcement of any right of the Agent or the Banks
hereunder and thereunder or otherwise in connection with the Loan, and shall indemnify and
hold the Agent harmless against any loss or liability which the Agent may suffer or incur by
reason of an action taken or omitted by it as the Agent hereunder except such as results from
the Agent’s gross negligence or wilful misconduct, all to the extent that such expenses are
reimbursable under Clause 12.7 but shall not have been recovered from or indemnified by the
Borrower.
	 
	22.6	 	In performing its duties and exercising its power hereunder the Agent will be entitled to
rely in good faith on (a) any document and communication believed by it to be genuine and to
have been signed or sent by the person by whom it purports to have been signed or sent and (b)
the opinions and statements of professional advisers selected by it in connection herewith,
and shall not be liable to any other party for any consequence of any such reliance.
	 
	22.7	 	The Agent shall not be responsible to any Bank for the truth or accuracy of any
representation warranty, undertaking or covenant given or made herein nor for the validity,
effectiveness, adequacy or enforceability of this Loan Agreement. The Agent shall not be
required to make any enquiry as to the performance or observance by the




27









 






	 	 	Borrower and/or theguarantor of any of the terms, provisions or conditions of this Loan
Agreement nor the existence or possible existence of any Event of Default.
	 
	22.8	 	Each Bank shall be responsible for making its own independent investigation of the financial
condition and affairs of the Borrower and the Guarantor in connection with the Commitment and
continuance of the Loan and has made its own appraisal of the creditworthiness of the Borrower
and the Guarantor.
	 
	23	 	NOTICES AND MISCELLANEOUS
	 
	23.1	 	All notices, requests, demands or other communications to or upon the respective parties
hereto shall be deemed to have been truly given or made when delivered in writing or by
facsimile, at their respective addresses given below or at such other addresses as the parties
may hereafter specify to each other in writing:






	 	(i)	 	The Agent:
	 
	 	 	 	For credit matters:
	 
	 	 	 	Nordea Bank Norge ASA

Att: Oddbjørn Warpe

PO BOX 1166 Sentrum

0107 OSLO
	 
	 	 	 	Telefax: +47 22 48 66 68
	 
	 	 	 	For Loan Administration:
	 
	 	 	 	Nordea Bank Norge ASA

Att: International Loan Administration

PO BOX 1166 Sentrum

0107 OSLO
	 
	 	 	 	Telefax: +47 22 48 42 78
	 
	 	(ii)	 	 The Borrower:
	 
	 	 	 	DeepOcean Shipping AS

Att: CEO Gerhard Skåleskog

Telefax: + 47 52 70 04 01
	 
	 	(iii)	 	The Guarantor:
	 
	 	 	 	DeepOcean ASA




28









 






	 	 	 	Att: CFO Gerhard Skåleskog
	 
	 	 	 	Telefax: + 47 52 70 04 01






	23.2	 	Communications sent by letter or telefax shall be effective on receipt if received within
normal business hours on a Banking Day at the place of receipt and otherwise at 09.00 hours on
the next following Banking Day. Any communication by telefax sent by the Borrower or the
Guarantor to the Agent or the Banks shall be confirmed by letter if so requested.
	 
	23.3	 	Any notice given under or in connection with any Finance Document must be in English. All
other documents provided under or in connection with any Finance Document must be:






	 	(a)	 	in English; or
	 
	 	(b)	 	if not in English, and if so required by the Agent, accompanied by a
certified English translation and, in this case, the English translation will prevail
unless the document is a constitutional, statutory or other official document. The
Agent may require an English translation only if one or more of the Finance Parties is
non-Norwegian.






	23.4	 	No failure or delay on the part of the Banks or the Agent to exercise any power, right or
remedy under this Loan Agreement or any of the Security Documents shall operate as a waiver
thereof, nor shall any single or partial exercise by the Banks or the Agent of any power,
right or remedy preclude any other or further exercise thereof or the exercise of any other
power, right or remedy. The remedies provided herein and in the Security Documents are
cumulative and are not exclusive of any remedies provided by law.
	 
	24	 	LAW AND JURISDICTION
	 
	24.1	 	This Loan Agreement shall be governed by and interpreted under the laws of Norway.
	 
	24.2	 	Any action or proceeding against the Borrower and/or the Guarantor under this Loan Agreement
may be brought and enforced in the courts in the City of Oslo and in any other court having
jurisdiction, whether concurrently or not.
	 
	24.3	 	The choice of venue shall not prevent the Banks from enforcing any of the Security Documents
in other jurisdictions the Banks deem more appropriate, specifically actions against the
Vessel may be enforced where the Vessel is located or registered.
	 
	25	 	SIGNATURES




This Agreement has been entered into in three counterparts by their duly authorised representatives
on the date first mentioned above.




29









 








	 	 	 	 	 	 	 
	For and on behalf of

	 	 	 	For and on behalf of	 	 
	DEEPOCEAN SHIPPING AS

	 	 
	 	NORDEA BANK NORGE ASA
	 	 
	(as Borrower)

	 	 	 	(as Agent)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

Signature	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	For and on behalf of

	 	 	 	For and on behalf of	 	 
	DEEPOCEAN ASA

	 	 	 	NORDEA BANK NORGE ASA.	 	 
	(as Guarantor)

	 	 	 	(as Bank )	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 
	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 
	 	 







30











 





	 	 	 	 	 
	 

	 	 
	 	Schedule 1

to the Loan Agreement

dated 19 November 2007

between DeepOcean Shipping AS and

Nordea Bank Norge ASA






LIST OF BANKS AND FINANCIAL INSTITUTIONS




THE BANKS AND THEIR COMMITMENT




	 	 	 	 	 
	Banks	 	Commitment	 
	 
	 	 	 	 
	Nordea Bank Norge ASA
	 	USD 18,000,000
	 
	 	 	 	 
	Total
	 	USD 18,000,000






31









 






	 	 	 	 	 
	 

	 	 
	 	Schedule 2

to the Loan Agreement

dated 19 November 2007

between DeepOcean Shipping AS and

Nordea Bank Norge ASA






CONDITIONS PRECEDENT





	1.	 	Documents in respect of the Borrower:






	 	(a)	 	the Articles of Association (Norwegian: “Vedtekter”);
	 
	 	(b)	 	a Certificate of Registration (Norwegian: “Firmaattest”);
	 
	 	(c)	 	a resolution of the board of directors authorising the execution of
the Finance Documents to which it is a party;
	 
	 	(d)	 	a power of attorney to its representatives for the execution and
registration of the Finance Documents to which it is a party;
	 
	 	(e)	 	all approvals, authorisations and consents required by any government
or other authorities in order for the Borrower to enter into and perform its
obligations under this Loan Agreement and/or any of the Finance Documents to which
it is a party;
	 
	 	(f)	 	a budget, to be delivered to the Agent evidencing the projected
operating expenses of the Vessel on an annual basis;
	 
	 	(g)	 	Confirmation of acceptance by the Borrower to the Agent’s letter
setting out the effective annual interest; and
	 
	 	(h)	 	Evidence that the fees, costs and expenses then due from the Borrower
pursuant to Clause 18 (Fees and Costs) have been paid or will be paid on the
Drawdown Date.






	2.	 	Documents in respect of the Guarantor:






	 	(a)	 	the Articles of Association (Norwegian: “Vedtekter”);
	 
	 	(b)	 	a Certificate of Registration (Norwegian: “Firmaattest”);
	 
	 	(c)	 	a resolution of the Board of Directors authorising the execution of
this Loan Agreement; and
	 
	 	(d)	 	most recent (dated 31 December 2006 or later) audited financial
statements .






	3.	 	Documents in respect of the Vessel:






	 	(a)	 	evidence that the Vessel is registered in the name of the Borrower in
the Isle of Man ship registry and that the Mortgage is executed and recorded with
its intended first priority over the Vessel and that no other encumbrances (except




32









 






	 	 	 	for a second priority mortgage over the Vessel in favour of the Swap Provider)
are registered against the Vessel;
	 
	 	(b)	 	an updated class certificates in respect of the Vessel from the
relevant classification society, confirming that the Vessel is in class with no
overdue conditions or recommendations;
	 
	 	(c)	 	copies of insurance policies/cover notes documenting that insurance
cover has been taken out in respect of the Vessel in accordance with Clause 15.4
k) (Insurances), and evidence that the Agent’s (on behalf of the Banks) security
interests in the insurance policies have been noted in accordance with relevant
notices and acknowledgements as required under the Assignment of Insurances; and
	 
	 	(d)	 	copies of the document of compliance with applicable Safety
Regulations and any certificates issued with respect to the Vessel as required by
the relevant authorities at such time.






	4.	 	The Finance Documents and related documents:






	 	(a)	 	this Loan Agreement executed by the Borrower in three (3) originals;
	 
	 	(b)	 	a copy of the ISDA Agreement and the second priority mortgage over
the Vessel in favour of the Swap Provider;
	 
	 	(c)	 	the Drawdown Notice;
	 
	 	(d)	 	the Certificate of Compliance;
	 
	 	(e)	 	the Assignment of Insurances;
	 
	 	(f)	 	the Assignment of Earnings;
	 
	 	(g)	 	the Mortgage;
	 
	 	(h)	 	the Deed of Covenants; and
	 
	 	(i)	 	the notices of assignment to and acknowledgement and consent from the
relevant parties as required in the Assignment of Insurances and the Assignment of
Earnings.






	5.	 	Legal opinions
	 
	 	 	Favourable legal opinions in form and substance satisfactory to the Agent from lawyers
appointed by the Agent on matters concerning all relevant jurisdictions.
	 
	6.	 	Other documents:
	 
	 	 	Such other documents as the Agent may reasonable require and which shall be
requested in writing from the Borrower within two (2) Banking Days prior to the
Drawdown Date at the latest.




33









 











	 	 	 	 	 
	 

	 	 
	 	Schedule 3

to the Loan Agreement

dated 19 November 2007

between DeepOcean Shipping AS and

Nordea Bank Norge ASA






FORM OF DRAWDOWN NOTICE




34









 








FORM OF DRAWDOWN NOTICE:




[Place and date]




NORDEA BANK NORGE ASA




Att:




Dear Sirs,




RE: USD 18,000,000 CREDIT FACILITY AGREEMENT



We refer to the credit facility agreement dated 19 November 2007 (the “Loan Agreement”) made
between Nordea Bank Norge ASA and certain banks as lenders (the “Banks”), and Nordea Bank Norge ASA
as Agent on behalf of the Banks, and the undersigned as Borrower, in respect of the captioned loan.



Capitalised words and expressions are used herein as defined in the Loan Agreement.



We hereby give you notice that we wish to
draw USD 18,000,000 of the Commitment in the amount of
USD 18,000,000 on [•] 2007 to refinance the loan provided to us pursuant to the loan
agreement dated 20 December 2004 (as later amended) and ask you upon your satisfaction of the
conditions of Clause 6 of the Loan Agreement to transfer the amount to [account no., account bank
and account holder to be specified].



We hereby
select that the initial Interest Period shall be ___ months.



We hereby represent and warrant that no event has occurred which constitutes an Event of Default or
which by giving of notice and/or lapse of time would constitute an Event of Default. We furthermore
represent and warrant that our representations contained in the Loan Agreement are true and
accurate at the time hereof with reference to the facts now subsisting.




Yours faithfully,




DeepOcean Shipping AS




 






[signed by duly authorised persons of the Borrower]




35









 





	 	 	 	 	 
	 

	 	 
	 	Schedule 4

to the Loan Agreement

dated 19 November 2007

between DeepOcean Shipping AS and

Nordea Bank Norge ASA.






FORM OF CERTIFICATE OF COMPLIANCE




36









 








FORM OF COMPLIANCE CERTIFICATE:




[Place and date]




NORDEA BANK NORGE ASA




Attn:




Dear Sirs,




DEEPOCEAN SHIPPING AS — USD 18,000,000 CREDIT FACILITY AGREEMENT



We refer to the credit facility agreement dated 19 November 2007 (the “Loan Agreement”) made
between Nordea Bank Norge ASA. and the financial institutions as lenders (the “Banks”), and Nordea
Bank Norge ASA as Agent and arranger on behalf of the Banks, and the undersigned as Guarantor, in
respect of the captioned loan.



Capitalised terms defined in the Loan Agreement shall have the same meaning when being used in this
compliance certificate.



With reference to clause 15.3 of the Agreement, we confirm that as at [date] the following to be
a true:



Covenants regarding the Guarantor:




	 	 	 	 	 
	Covenant	 	Status at the date hereof	 	Minimum requirement
	Working Capital

	 	 
	 	The ratio of Current
Assets to Current
Liabilities to be
greater than
1.1:1.0.
	 
	Minimum Leverage Ratio

	 	 	 	The ratio of
consolidated Net
Interest Bearing
Debt to EBITDA
(including any lease
obligations) on a
trailing four
quarter basis shall
at no time be
greater than 4:1.
	 
	Minimum Book Equity

	 	 	 	The Book Equity
shall at all times
be no less than 35%
of the aggregate of
(i) the Total Book
Assets and (ii) the
Total Liabilities





No event has occurred which with or without notice and/or lapse of time would constitute an Event
of Default under the Loan Agreement.



We hereby repeat the representations and warranties of the Loan Agreement clause 14 which relate to
us to be true and correct in all respects at the date thereof.




37









 








Yours faithfully,




DEEPOCEAN ASA




 





[signed by duly authorised persons of the Guarantor]




38









 








	 	 	 	 	 
	 

	 	 	 	Schedule 5

to the Loan Agreement

dated 19 November 2007

between DeepOceanShipping AS and

Nordea Bank Norge ASA.






FORM OF ASSIGNMENT AGREEMENT





39











 





ASSIGNMENT AGREEMENT




between




NORDEA BANK NORGE ASA

as Agent and arranger




and




DEEPOCEAN SHIPPING AS

as Borrower




Dated 19 November 2007




40









 




This assignment agreement (the “Assignment Agreement”) has been entered into on this
19th day of November 2007 between:





	(1)	 	Nordea Bank Norge ASA, PO Box 1166, Sentrum, 0107 Oslo, Norway, acting as agent for a
syndicate of banks and as bank under the Loan Agreement (as defined below) (the “Agent”); and
	 
	(2)	 	DeepOcean Shipping AS, a Norwegian limited liability company with company registration number
979 45 107 with registered address at Stoltenberggaten 1, 5527 Haugesund, Norway (the
“Borrower”).




The parties to this Assignment Agreement shall be referred to collectively as the “Parties” and
individually as a “Party”.




WHEREAS:





	(A)	 	By a long term credit facility (the “Loan Facility”) in the maximum amount of USD 18,000,000
(eighteen million) on the terms and conditions set out in a loan agreement dated 19 November
2007 (the “Loan Agreement”, which expression shall include a reference to any agreement and/or
instrument prolonging or refinancing, in part or in whole, the financial indebtedness as set
out therein), between certain banks (the “Banks”) (as lenders) and the Borrower, the Banks
have, according to their several obligations, made the Loan Facility available to the Borrower
with the purpose of refinancing the existing indebtedness in respect of the MV Atlantic
Challenger, a 1990 built / 1999 rebuilt offshore construction vessel of 3,372 dwt (the
“Vessel”) owned by the Borrower;
	 
	(B)	 	Any amount outstanding under the Loan Agreement from time to time shall be secured by (i) the
Assignment of Earnings (including the Factoring Agreement) and the Assignment of Insurances,
as set out in thisAssignment Agreement, (ii) a first ranking mortgage over the Vessel and
(iii) an on-demand guarantee from DeepOcean ASA, as set forth in the Loan Agreement.;
	 
	(C)	 	It is a condition precedent for the utilisation of the Loan Facility that the Borrower enter
into this Assignment Agreement and grants, in favour of the Agent (on behalf of the Banks) the
collateral security set out herein.




NOW THEREFORE IT IS HEREBY AGREED as follows:





	1	 	DEFINITIONS
	 
	1.1	 	In this Assignment Agreement including the preamble hereto (unless the context otherwise
requires) any term or expression defined in the preamble shall have the




41









 






	 	 	meaning ascribed to it therein. In addition, terms and expressions not defined herein but
which are defined in the Loan Agreement shall have the meaning ascribed to them in the Loan
Agreement.






	2	 	ASSIGNMENT
	 
	2.1	 	To secure the payment and the discharge of the Borrower’s obligations under the Loan
Agreement and the payment of all sums which from time to time may become due thereunder, and
to secure the performance and observance of and compliance with all the covenants, terms and
conditions contained in the Loan Agreement, the Borrower hereby assigns to the Agent (on
behalf of the Banks) on first priority:






	 	(a)	 	all (i) freight and hire including, but not limited to all payments in respect
of the Vessel to be made to the Borrower as a consequence of the operation of the
Vessel under any charter party and any other contract of employment related to the
Vessel; (ii) compensation payable to the Borrower in the event of any requisition of
the Vessel; (iii) remuneration for salvage and other services performed by the Vessel
payable to the Borrower; (iv) demurrage and retention money receivable by the Borrower
in relation to any Vessel; (v) damage for breach (or payments for variation or
termination) of any contract of employment of the Vessel; and (vi) other monies
whatsoever due or to become due to the Borrower from any third parties in respect of
the Vessel or otherwise (the aforesaid hereinafter collectively referred to as the
“Earnings”); and
	 
	 	(b)	 	all amounts due or to become due from any insurers as payment of losses or as
return of premium or otherwise, under any insurances policies taken out for the Vessel
and all other sums whatsoever due or to become due in respect of the Vessel or the
insurance thereof (collectively the “Insurances”).






	2.2	 	The Borrower undertakes promptly to give notice of the assignment of the Earnings and
Insurances to any charterer and the insurers and any other third party from which any of the
Earnings or amounts may become payable in the form set out in Schedules 1 and 2
hereto, respectively, or such other form as deemed sufficient by the Agent, and procure that
any recipient of such notice acknowledges receipt of the notice as set out therein.
	 
	3	 	PERFECTION
	 
	3.1	 	The Borrower agrees that at any time and from time to time upon the written request of the
Agent, it will promptly and duly execute and deliver to the Agent any and all such further
instruments and documents as the Agent on behalf of the Banks may reasonably deem necessary or
desirable to register this Assignment Agreement in any applicable registry, and to maintain
and/or perfect the security created by this Assignment Agreement and the rights and powers
herein granted. This shall include the Factoring Agreement in the amount of NOK 190,000,000
currently registered against the Borrower in the Norwegian Register of Moveable Property
(Løsøreregisteret).




42









 












	4	 	ASSIGNMENT OF THIS AGREEMENT
	 
	4.1	 	The Banks may assign or transfer their rights hereunder to any person to whom the rights and
obligations of the Banks under the Loan Agreement are wholly or partially assigned in
accordance with Clause 20 (“Transfer and Participations”) of the Loan Agreement.
	 
	5	 	NO FURTHER ASSIGNMENT OR PLEDGE
	 
	5.1	 	The Borrower shall not, unless prior written consent has been obtained from the Agent or
otherwise permitted under the Loan Agreement, be entitled to further assign or pledge the
Earnings and/or the Insurances.
	 
	6	 	ADDITIONAL AND CONTINUING SECURITY
	 
	6.1	 	The security contemplated by this Assignment Agreement shall be in addition to any other
security granted in accordance with the Loan Agreement, and shall be a continuing security in
full force and effect as long as any obligations are outstanding under the Loan Agreement.
	 
	7	 	CONFLICT WITH THE LOAN AGREEMENT
	 
	7.1	 	As between the Borrower and the Agent, in the event of any conflict or inconsistency between
the terms of the Loan Agreement and this Assignment Agreement, the terms of the Loan Agreement
will prevail.
	 
	8	 	NOTICES
	 
	8.1	 	Every notice or demand under this Assignment Agreement shall be in writing, but may be given
or made by fax which shall be sent to each Party at their respective addresses:






	 	(i)	 	The Agent
	 
	 	 	 	For credit matters:
	 
	 	 	 	Nordea Bank Norge ASA

Att: Oddbjørn Warpe

PO BOX 1166 Sentrum

0107 OSLO
	 
	 	 	 	Telefax: +47 22 48 66 68




43









 






	 	 	 	For Loan Administration:
	 
	 	 	 	Nordea Bank Norge ASA

Att: International Loan Administration

PO BOX 1166 Sentrum

0107 OSLO
	 
	 	 	 	Telefax: +47 22 48 42 78






	 	(ii)	 	The Borrower:
	 
	 	 	 	DeepOcean Shipping AS


Att: CEO Gerhard Skåleskog


Telefax: + 47 52 70 04 01






	9	 	MISCELLANEOUS
	 
	9.1	 	The Parties hereby confirm that they have received a copy of the Loan Agreement.
	 
	10	 	GOVERNING LAW AND JURISDICTION
	 
	10.1	 	This Assignment Agreement shall be governed by and construed in accordance with Norwegian
law. The undersigned hereby unconditionally and irrevocably submits to the non-exclusive
jurisdiction of the Norwegian courts, the venue to be Oslo City Court.




IN WITNESS WHEREOF the undersigned hereby execute this Assignment Agreement on 19 November 2007.




	 	 	 	 	 	 	 
	For and on behalf of

Nordea Bank Norge ASA.

(as Agent)

	 	 
	 	For and on behalf of

DeepOcean Shipping AS

(as Borrower)
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name and title in block letters

	 	 	 	Name and title in block letters	 	 






44









 






Schedules 1 (A)

to the Assignment Agreement

dated 19 November 2007




FORM OF NOTICE OF ASSIGNMENT

AND LOSS PAYABLE CLAUSE

(in respect of Insurances — for endorsement to the policy)




MV ATLANTIC CHALLENGER

(the “Vessel“)





	1.	 	Notice of Assignment
	 
	 	 	Please take notice that by an assignment in writing dated the date hereof we (the
“Assignors”) have assigned to Nordea Bank Norge ASA as “Agent” on behalf of the banks (the
“Banks”) as defined in the loan agreement as of the date hereof between the Agent and
DeepOcean Shipping AS as borrower, all our rights, title and interest in all insurances
relating to the Vessel. This includes the insurances constituted by the policy whereon this
notice is endorsed.
	 
	2.	 	Loss Payable Clause
	 
	 	 	You are hereby irrevocably instructed to pay all and any sums receivable in respect of
the insurances you have effected on or in relation to the Vessel as follows:
	 
	 	 	To the Hull & Machinery, Hull Interest and War Risks insurers:






	 	(A)	 	Any and every sum receivable in respect of a Total Loss and any and every sum
receivable in respect of a casualty, shall be paid directly and in full to the Agent;
and
	 
	 	(B)	 	All other sums receivable in respect of the insurances hereunder shall be
paid to the Assignors unless and until you have received written notice from the Agent
that all sums receivable in respect of the insurances hereunder shall be paid directly
to the Agent or its order.






	 	 	 	For the purpose of the above loss payable clause “Total Loss” shall mean (a) an actual
or constructive or compromised or arranged total loss of the Vessel and (b) a requisition
for title or other compulsory acquisition of the Vessel otherwise than requisition for hire
or (c) a capture, seizure, arrest detention or confiscation of the Vessel by any
government, unless the Vessel are released from such capture, seizure arrest or detention
within one month after the occurrence thereof.




45









 












	 	 	To the P&I insurers:
	 
	 	 	Payment of any recovery DeepOcean Shipping AS (the “Owner”) or any charterer is entitled to
make out of the funds of the Association in respect of any liability, costs or expenses
incurred by him shall be made to his order unless and until the Association receives notice
to the contrary from the Agent in which event all recoveries shall thereafter be paid to
the Agent or their order; provided always that no liability whatsoever shall attach to the
Association, its managers or their agents for failure to comply with the latter obligation
until after the expiry of two clear business days from the receipt of such notice.
	 
	3.	 	Notice of Cancellation
	 
	 	 	The Agent shall be advised:






	 	(A)	 	if the insurers cancel or give notice of cancellation of the policy whereon
this notice is endorsed at least 14 days (7 days in case of war risk) before such
cancellation is to take effect;
	 
	 	(B)	 	of any alteration in or termination or expiry of the policy at least 14
days before any such alteration, termination or expiry is to take effect;
	 
	 	(C)	 	of any default in the payment of any premium or failure to renew the
insurances constituted by the policy at least 14 days prior to the date of renewal
thereof; and
	 
	 	(D)	 	of any act or omission or of any other event of which the insurers have
knowledge and which might invalidate or render unenforceable in whole or in part the
insurances constituted by the policy.






	 	 	Oslo, [•] 2007





For and on behalf of

DeepOcean Shipping AS

as Assignor




                                                                  
   
                      

Signature




                                                                     
                      

Name and title in block letters




46









 








Schedules 1 (B) 

to the Assignment Agreement

dated 19 November 2007




FORM OF

ACKNOWLEDGEMENT OF NOTICE OF ASSIGNMENT

(in respect of Insurances)




In duplicate:




To:

Nordea Bank Norge ASA

Attention: Loan Administration Department

Telefax: + 47 22 48 42 78




Dear
Sirs,

MV Atlantic Challenger (the “Vessel”)



We hereby acknowledge having received the attached Notice of Assignment from DeepOcean Shipping AS
(the “Owner”) related to the Vessel.



We have duly noted and do accept that our payments due to the Owners, under the insurance
policy(-ies) taken out for the Vessel as an Owners’ entry pursuant to our rules, shall be made in
accordance with the instructions set out in the Notice of Assignment, including the loss payable
clause therein, and payment due to the mortgagee will be made to such account as from time to time
instructed by you, which bank has been duly noted by ourselves as the first priority mortgagee of
the said Vessel on its own behalf and on behalf of certain other banks as agent therefore.




Place and date: [*]




For and on behalf of

[Name of Insurer]




                                                                    
            

Signature




                                                                    
            

Name with capital letters




47









 








Schedules 2 (A)

to the Assignment Agreement

dated 19 November 2007




To:
[•].




FORM OF NOTICE OF ASSIGNMENT

(in respect of Earnings)




MV ATLANTIC CHALLENGER

(the “Vessel”)



We refer
to the charter party dated on [•] (the “Charter Party”) made between yourself as
charterer and ourselves as owners in respect of the Vessel.



We hereby give you notice that:





	(i)	 	by a general assignment dated 19 November 2007 (the “Assignment”) made between ourselves and
Nordea Bank Norge ASA (on behalf of certain other banks) (the “Agent”), we have assigned
absolutely and have agreed to assign absolutely to and in favour of the Agent all our rights,
title and interest, present and future to all moneys due and payable by yourselves to
ourselves under the Charter Party;
	 
	(ii)	 	by the Assignment Agreement, the Agent (or its nominee) is entitled to (but without
obligation to do so), if an Event of Default shall occur (as more particularly described
therein) and if it shall decide, by written notice to you and ourselves, to enter into and
fulfil the obligations of the undersigned as party to the Charter Party as if it were a party
thereto from the date hereof;
	 
	(iii)	 	you are hereby irrevocably authorised and instructed to continue the performance of your
obligations under the Charter Party towards us and receive instructions from us, until such
time as the Agent shall direct to the contrary whereupon all instructions or demands for
actions shall be made by the Agent and payments are due to the Agent or as it may direct; and
	 
	(iv)	 	that the Assignment by reference to a credit facility agreement dated 19 November 2007
includes provisions that no amendments shall be made to the Charter Party (nor shall you be
released from your obligations thereunder) without the previous written consent of the Agent
and that we shall remain liable to perform all our obligations under the Charter Party and the
Agent shall be under no obligations of any kind whatsoever in respect thereof.




48









 






	 	 	The authority and instructions herein contained cannot be revoked or varied by us without the
consent of the Agent. The provisions of this notice and its acknowledgement shall be governed by
the laws of Norway





For and on behalf of

DeepOcean Shipping AS

as Assignor




                                                                 
               

Signature




                                                                   
             

Name and title in block letters




49









 








Schedules 2 (B) 

to the Assignment Agreement

dated 19 November 2007




FORM OF ACKNOWLEDGEMENT OF NOTICE OF ASSIGNMENT

(in respect of Earnings)




In duplicate:




To:

Nordea Bank Norge ASA

Attention: Loan Administration Department

Telefax: +47 22 48 42 78




Dear Sirs,




MV
ATLANTIC CHALLENGER — the “Vessel”



We acknowledge having received the attached Notice of Assignment of Earnings, and agree to pay all
such monies as aforesaid in accordance with the instruction set out therein.



Furthermore, we hereby undertake not to terminate in part or in full the charterparty as a
consequence of any breach by DeepOcean Shipping AS (or any of its assignees) of any of its
financial obligations unless towards us and not waived or remedied.




Place and date: [*]




For and on behalf of

[Name of charterer]




                                                                     
           

Signature




                                                                     
           

Name with capital letters




50









 








Schedule 6

to the Loan Agreement

dated 19 November 2007

between DeepOceanShipping AS and

Nordea Bank Norge ASA.




FORM OF ISLE OF MAN FIRST PRIORITY MORTGAGE




51









 








Schedule 7

to the Loan Agreement

dated 19 November 2007

between DeepOceanShipping AS and

Nordea Bank Norge ASA.




FORM OF DEED OF COVENANTS





52