Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2023

Tidewater Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-6311

72-0487776

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

842 West Sam Houston Parkway North,
Suite 400

Houston, Texas

77024

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 470-5300

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	TDW	New York Stock Exchange
Series A Warrants to purchase shares of common stock	TDW.WS.A	New York Stock Exchange
Series B Warrants to purchase shares of common stock	TDW.WS.B	New York Stock Exchange
Warrants to purchase shares of common stock	TDW.WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Term Loan

On June 30, 2023, Tidewater Inc. (“Tidewater” or the “Company”) entered into a Credit Agreement, by and among Tidewater, as parent guarantor, TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“TDW International”), as borrower, certain other unrestricted subsidiaries of Tidewater, as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch (“DNB Bank”), as facility agent, security trustee and ECA coordinator, and DNB Markets, Inc. (“DNB Markets”), as bookrunner and mandated lead arranger (the “Credit Agreement”), pursuant to which the lenders agreed to make available to borrower a senior secured term loan in the aggregate principal amount of $325.0 million (the “Term Loan”) to partially finance the purchase price of the Solstad Acquisition (as defined below). On July 5, 2023, the Term Loan was fully drawn in a single advance of $325.0 million yielding net proceeds of approximately $318.3 million, which were used to fund a portion of the purchase price for the Solstad Acquisition.

The Term Loan is composed of a $100.0 million Tranche A loan and a $225.0 million Tranche B loan, each maturing on July 5, 2026. The Tranche A loan is required to be repaid by $50.0 million within one year, with the remaining $50.0 million due at maturity. The Tranche B loan amortizes over the three-year term of the Term Loan. The Tranche A loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 5% initially, increasing to 8% over the term of the Term Loan. The Tranche B loan bears interest at SOFR plus 3.75%. The Tranche A loan and the Tranche B loan may each be prepaid at any time without premium or penalty. The security for the Term Loan includes mortgages over the Solstad Vessels (as defined below) and associated assignments of insurances and assignments of earnings in respect of such vessels, a pledge of 100% of the equity interests in TDW International, a pledge of 66% of the equity interests in TDW International Unrestricted, Inc., an indirect wholly owned subsidiary of the Company, and negative pledges over certain vessels indirectly owned by TDW International Unrestricted, Inc. The obligations of the borrower are guaranteed by Tidewater, subject to a cap equal to 50% of the purchase price for the Solstad Acquisition.

DNB Bank also serves as facility agent for Tidewater’s $25 million super senior revolving credit facility (the “Revolving Credit Facility”). DNB Markets, an affiliate of DNB Bank, currently serves as book runner and mandated lead arranger under the Term Loan and the Revolving Credit Facility.

The foregoing description of the Term Loan does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto.

2028 Notes

On July 3, 2023, Tidewater completed its previously announced offering (the “Unsecured Bond Offering”) of USD $250 million aggregate principal amount of senior unsecured bonds in the Nordic bond market (the “2028 Notes”). The bonds were privately placed, at an issue price of 99%, outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company used the net proceeds of approximately $243.1 million from the offering to partially finance the purchase price of the Solstad Acquisition.

The 2028 Notes were issued pursuant to the Bond Terms, dated as of June 30, 2023 (the “Bond Terms”), between the Company and Nordic Trustee AS, as Bond Trustee. An application will be made for the 2028 Notes to be listed on the Nordic ABM. The 2028 Notes are the Company’s senior unsecured obligations and are not guaranteed by any of the Company’s subsidiaries.

The 2028 Notes will mature on July 3, 2028. Interest on the 2028 Notes will accrue at a rate of 10.375% per annum payable semi-annually in arrears on January 3 and July 3 of each year in cash, beginning January 3, 2024. Prepayment of the 2028 Notes prior to July 3, 2025 requires the payment of make-whole amounts, and prepayments after that date are subject to prepayment premiums that decline over time.

The 2028 Notes contain two financial covenants: (i) a minimum free liquidity test equal to the greater of $20 million and 10% of net interest-bearing debt, and (ii) a minimum equity ratio of 30%, in each case for the Company and its consolidated subsidiaries. The Bond Terms also contain certain equity cure rights with respect to such financial covenants. The ability of the Company to make certain distributions after November 16, 2023 to its stockholders is subject to certain limits, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The 2028 Notes are also subject to negative covenants as set forth in the Bond Terms. The Bond Terms contain certain customary events of default, including, among other things: (i) default in the payment of any amount when due; (ii) default in the performance or breach of any other covenant in the Bond Terms, which default continues uncured for a period of 20 business days after the earlier of (1) the Company’s receipt of written notice from the Bond Trustee or (2) the Company’s actual knowledge of such event; and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Bond Terms, a copy of which is filed herewith as Exhibit 4.1.

Item 2.01

Completion of Acquisition or Disposition of Assets.

As previously disclosed, on March 7, 2023, the Company and TDW International (together, the “Tidewater Parties”) entered into that certain Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets (the “Original Acquisition Agreement”), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), pursuant to which the Tidewater Parties agreed to acquire from the Sellers (the “Solstad Acquisition”): (i) 37 platform supply vessels owned by the Sellers (the “Solstad Vessels”); (ii) the charter parties governing certain of the Solstad Vessels; and (iii) the Economic Interest (as defined in the Acquisition Agreement) in certain charter parties as specified therein. On June 20, 2023, the Tidewater Parties and Sellers executed that certain First Amendment (the “First Amendment”) to the Original Acquisition Agreement to clarify certain closing matters related to the Solstad Acquisition (the First Amendment, together with the Original Acquisition Agreement, the “Acquisition Agreement”). On July 5, 2023, the Tidewater Parties and Sellers completed the Solstad Acquisition in exchange for an aggregate cash purchase price of approximately $580.0 million, consisting of the previously announced $577.0 million base purchase price along with an initial $3.0 million purchase price adjustment, which will be adjusted for bunkers and other consumables within fourteen days after the closing of the Solstad Acquisition. The purchase price was funded through a combination of cash on hand, net proceeds from the Unsecured Bond Offering and net proceeds from the Term Loan.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Original Acquisition Agreement and First Amendment, which are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference as if fully set forth under this item.

Item 7.01

Regulation FD Disclosure.

On July 5, 2023, the Company issued a press release announcing the completion of the Unsecured Bond Offering and closing of the Solstad Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if fully set forth under this item.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by us under the Exchange Act or Securities Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, dated as of March 7, 2023, by and among Tidewater Inc., TDW International Vessels (Unrestricted), LLC and certain subsidiaries of Solstad Offshore ASA listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to Tidewater Inc.’s Current Report on Form 8-K filed on March 7, 2023).
2.2*		First Amendment to Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, dated as of June 20, 2023, by and among Tidewater Inc., TDW International Vessels (Unrestricted), LLC and certain subsidiaries of Solstad Offshore ASA listed on the signature page thereto.
4.1		Bond Terms for 10.375% Senior Unsecured Bonds due 2028, dated June 30, 2023, by and between Tidewater Inc. and Nordic Trustee AS, as Bond Trustee.
10.1*		Credit Agreement, dated as of June 30, 2023, by and among TDW International Vessels (Unrestricted), LLC, as borrower, Tidewater Inc., as parent guarantor, certain other unrestricted subsidiaries of Tidewater Inc., as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch, as facility agent, security trustee and ECA coordinator, and DNB Markets, Inc. as bookrunner and mandated lead arranger.
99.1		Press Release, dated July 5, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Tidewater agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIDEWATER INC.

Date: July 6, 2023	By:	/s/ Daniel A. Hudson
		Daniel A. Hudson
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 2.2

Execution Version

Amendment to the Agreement for
the Sale and Purchase of
Vessels, Charter Parties
and other Assets

among

THE SELLERS
listed in Schedule 3 hereto

THE SUBSIDIARY BUYERS

listed in Schedule 1 hereto

and

TIDEWATER INC.

THIS AMENDMENT (this “Amendment”) is entered into on 20 June 2023 to the Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets dated as of 7 March 2023 (the “Original Agreement”) among the companies listed in Schedule 1 to the Original Agreement, as buyers of one or more Assets and/or transferees of Employees and each being a subsidiary of the Buyer Guarantor (the “Subsidiary Buyers”), Tidewater Inc., a Delaware corporation with a registered business address at 842 West Sam Houston Parkway North, Suite 400, Houston, Texas, 77024 USA as guarantor and joint and several obligor of the obligations of the Subsidiary Buyers (the “Buyer Guarantor” and collectively with the Subsidiary Buyers, the “Buyers” and each a “Buyer”), and the companies listed in Schedule 3 to the Original Agreement, as registered owner and seller of an Asset or transferor of Employees (each, a “Seller” and collectively, the “Sellers”).

The Buyers and the Sellers are hereinafter jointly referred to as the “Parties”, and each a “Party”.

BACKGROUND

(A)

On 7 March 2023, the Parties entered into the Original Agreement; and

(B)

The Parties desire to make certain amendments to the Original Agreement as specifically set forth herein.

NOW, THEREFORE, the Parties agreement as follows:

1.             DEFINITIONS

Unless otherwise specifically defined herein, terms used but not defined in this Amendment shall have the meanings assigned thereto in the Original Agreement. Each reference to “hereof”, “hereunder” and “herein” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Original Agreement shall, after this Amendment becomes effective, refer to the Original Agreement as amended hereby.

2.             AMENDMENTS

2.1          The Original Agreement is hereby amended by amending the following definitions to read in their entirety as follows:

“Agreed Commercial Terms”¹	means:

		(i)	during the 6 month period from and after Closing: (a) for Vessels in Brazil a fee of NOK 584 625 per Vessel per month, and (b) for other Vessels a fee of NOK 552 737 per Vessel per month.

¹In connection with the execution of the underlying Management Agreement and Crewing Agreements, the Parties acknowledged an inadvertent typographical error in the Agreement Commercial Terms that should have reflected a per Vessel per month fee of NOK 292 393 in Brazil and NOK 276 368.

(ii)  

after 6 months from Closing, the commercial terms applicable from time to time for the other vessels in the Sellers’ Group.

The Parties shall agree on an allocation of the fees between the respective Management Agreement and Crewing Agreement for each Vessel.

Notwithstanding the foregoing, the Parties agree that any Buyer may terminate a Management Agreement or Crewing Agreement to which it is a party with 10 Business Days’ notice at any time without any form of termination fee or obligation to pay a management fee following such termination for post-termination periods.

“Assets”	means the Vessels, the Charter Parties and the Economic Interest, and “Asset” means any of them.

“Management Agreement”	means an agreement between or among the Buyer Guarantor, the applicable Buyer and one or more Sellers relating to a Vessel providing for the technical management or commercial management or any similar services in the form set forth as Schedule 21 to this Agreement.

2.2           The Original Agreement is hereby amended by adding the following definitions:

“Australian Crewing Agreement”	means the Crewing Agreement for each of the Australian Vessels in the form set forth as Schedule 19 to this Agreement.

“Australian Vessel”	means each of the following Vessels: the Normand Seeker, the Normand Skimmer, the Normand Swan and the Normand Tortuga.

“Crewing Agreement”	means an agreement between or among the Buyer Guarantor, the applicable Buyer and one or more Sellers relating to a Vessel providing for the crewing, payroll or any similar services in the form set forth as Schedule 20 to this Agreement.

“Management Period”	means a period not to exceed six months from the date of Closing, which period can be terminated earlier at the Buyers’ discretion with ten (10) Business Days prior written notice; provided that the Buyers shall use best efforts (subject to customer consent) to terminate such period for each Vessel in accordance with Schedule 18.

“Secondment Agreement”	means an agreement permitting a Manager under a Management Agreement to use relevant Employees on terms reasonably acceptable to the Parties.

“Transition Services Agreement”	means an agreement entered into pursuant to clause 4.8.

2.3          Clause 2.3 of the Original Agreement is hereby amended by amending the last sentence thereof to read in its entirety as follows:

“The Purchase Price, as may be adjusted in accordance with this Clause 2.3 and as otherwise agreed to by the Parties, shall be paid on Closing as set out in Clause 13, save for extras under the MoAs which shall be settled within 14 Business Days after delivery of the respective Vessels under the respective MOAs.”

2.4          Clause 4.1.2 of the Original Agreement is hereby amended to read in its entirety as follows:

“4.1.2     Management

For any Unchartered Vessel, each Seller shall either itself or shall cause another creditworthy member of the Sellers’ Group to enter into with the Buyer Guarantor or any Buyer designated by the Buyer Guarantor prior to Closing but conditioned on Closing: (i) a Management Agreement for the technical and commercial management (excluding chartering) of such Unchartered Vessel for the Management Period and (ii) a Crewing Agreement for the crewing and payroll management of such Unchartered Vessel for a period not to exceed November 1, 2023, which period can be terminated earlier at the Buyers’ discretion with ten (10) Business Days days prior written notice (the “Crewing Period”). The Sellers’ Group shall be compensated at the Agreed Commercial Terms for their management services under the Management Agreement and the Crewing Agreement.

To the extent any Employee associated with an Unchartered Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a Secondment Agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Management Period.”

2.5          Clause 4.2.3 of the Original Agreement is hereby amended to read in its entirety as follows:

“4.2.3     Management

For any Unrestricted Vessel, each Seller shall either itself or shall cause another creditworthy member of the Sellers’ Group to enter into with the Buyer Guarantor or any Buyer designated by the Buyer Guarantor prior to Closing but conditioned on Closing: (i) a Management Agreement for the technical and commercial management (excluding chartering) of such Unrestricted Vessel for the applicable Management Period and (ii) a Crewing Agreement for the crewing and payroll management of such Unrestricted Vessel for the Crewing Period; provided that, the Crewing Period for an Australian Vessel shall be as set forth in the Australian Crewing Agreement. The Sellers’ Group shall be compensated at the Agreed Commercial Terms for their management services under the Management Agreement and the Crewing Agreement.

To the extent any Employee associated with an Unrestricted Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a Secondment Agreement permitting the Manager under the Management Agreement to use the applicable Employees during the Management Period.”

2.6          Clause 4.3.2 of the Original Agreement is hereby amended to read in its entirety as follows:

“4.3.2     Management

For any Unassigned Charter Vessel, each Seller shall either itself or shall cause another creditworthy member of the Sellers’ Group to enter into with the Buyer Guarantor or any Buyer designated by the Buyer Guarantor prior to Closing but conditioned on Closing: (i) a Management Agreement for the technical and commercial management (excluding chartering) of such Unassigned Charter Vessel and (ii) a Crewing Agreement for the crewing and payroll of the Unassigned Charter Vessel. Unless otherwise agreed between the Parties, (i) the Management Agreement will continue at the Buyers’s option until the later to occur of (a) the Management Period and (b) the earlier to occur of (1) the Charter Party expiring and (2) the date on which the Charterer consents to the novation of the Charter Party and executes a Novation Agreement (the “Extended Management Period”) and (ii) the Crewing Agreement will continue until the end of the Crewing Period; provided that, the Crewing Period for an Australian Vessel shall be as set forth in the Australian Crewing Agreement. The Sellers’ Group shall be compensated at the Agreed Commercial Terms for their management services under the Management Agreement and the Crewing Agreement.

To the extent any Employee associated with an Unassigned Charter Vessels is transferred to and employed by any Buyer at Closing, the Parties shall enter into a Secondment Agreement permitting the Manager under the Management Agreement to use the applicable Employees during the Management Period and, if applicable, the Extended Management Period.”

2.7          Clause 4.4.4 of the Original Agreement is hereby amended to read in its entirety as follows:

“4.4.4     Management – Buyer Mortgaged Vessels

For any Buyer Mortgaged Vessel, each Seller shall either itself or shall cause another creditworthy member of the Sellers’ Group to enter into with the Buyer Guarantor or any Buyer designated by the Buyer Guarantor prior to Closing but conditioned on Closing (i) a Management Agreement for the technical and commercial management (excluding chartering) of such Buyer Mortgaged Vessel and (ii) a Crewing Agreement for the crewing and payroll of the Buyer Mortgaged Vessel. Unless otherwise agreed between the Parties, (i) the provision of services under such Management Agreement will continue at the Buyers’s option until the end of the Extended Management Period and (ii) the Crewing Agreement will continue until the end of the Crewing Period; provided that, the Crewing Period for an Australian Vessel shall be as set forth in the Australian Crewing Agreement. The Sellers’ Group shall be compensated at the Agreed Commercial Terms for their management services under the Management Agreement and the Crewing Agreement.

To the extent any Employee associated with a Buyer Mortgaged Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a Secondment Agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Management Period and, if applicable, the Extended Management Period.”

2.8          The second paragraph of clause 4.8 of the Original Agreement is hereby amended is hereby amended to read in its entirety as follows:

“Sellers agree that the Buyers may retain the current names of the Vessels, including the word “Normand”, after the Closing for Vessels until 10 days from (a) with respect to each Unchartered Vessel and each Unrestricted Vessel, the end of the Management Period and (b) with respect to each Unassigned Charter Vessel and each Buyer Mortgaged Vessel, the end of Extended Management Period, as applicable (the applicable date for each Vessel, the “Change Date”). Seller's funnel marks and other marks shall be changed by the applicable Change Date. To the extent any of the name, funnel marking or other marks are not changed within the time limits as aforesaid, the Buyers shall pay to the Sellers liquidated damages in the amount of USD $5,000 per day for each Vessel where the changes have not been done.”

2.9          The second paragraph of clause 5.1 of the Original Agreement is hereby amended by adding the following sentences at the end of that paragraph:

“The Sellers shall provide the Buyers with such information that is reasonably required for the Buyers to make such offers (the “Employee Information”). Such offers shall be made (a) within 8 weeks prior to the end of the Crewing Period or (b) as promptly as practicable following the receipt of the Employee Information if such Employee Information is not received within 10 weeks prior to the end of the Crewing Period, in either case to allow the Sellers to give notice to the Offshore Employees who do not accept the offers.”

2.10        Clause 6 of the Original Agreement is hereby amended to read in its entirety as follows:

“6.           POST-CLOSING ECONOMIC INTEREST

For the Unassigned Charter Vessels and Buyer Mortgaged Vessels, the Sellers shall continue to perform the Charter Parties at the risk and benefit of the Buyers pursuant to the Charter Party, and on behalf of the Buyers pursuant to the Management and Crewing Agreement.

In this context, the “Economic Interest” in an Unassigned Charter Vessel or Buyer Mortgaged Vessel, as applicable, shall be calculated as gross income for such Vessel less, to the extent not paid directly by the Buyers, (a) third party broker commissions, (b) tax, (c) vessel technical expenses, (d) salary and personnel expenses, (e) other operational expenses, and (f) fuel and lube expenses, in each case from the delivery of the relevant Vessel under the relevant MoA until the Charter Party of the Unassigned Charter Vessel or the Buyer Mortgaged Vessel, as applicable, is novated to the Buyers or the applicable Charter Party expires.”

2.11        The Original Agreement shall be amended by adding the schedules attached hereto as Schedules 18, 19, 20 and 21 as Schedules 18, 19, 20 and 21 to the Original Agreement.

3.             EFFECT OF AMENDMENT

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Original Agreement or any Ancillary Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement or any Ancillary Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement or any Ancillary Documents in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Original Agreement specifically referred to herein.

4.             MISCELLANEOUS

The parties hereto hereby agree that the provisions of Clauses 16 through 25 of the Original Agreement shall apply mutatis mutandis to the execution and delivery of, the interpretation and construction of, and the performance of the Parties’ respective obligations under, this Amendment.

[Signature Page Follows]

Tidewater Inc.		TDW International Vessels (Unrestricted), LLC

/s/ Daniel A. Hudson		/s/ Daniel A. Hudson
Name:	Daniel A. Hudson	Name:	Daniel A. Hudson
Title:	Executive Vice President, General Counsel and Corporate Secretary	Title:	Vice President and Secretary

Solstad Rederi AS		Farstad Supply AS

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Normand Ships AS		Solstad Supply AS

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Solstad Offshore UK Ltd.		Normand Drift AS

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Normand Ships Operations AS		Farstad Shipping Ltda.

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Solstad Management AS		Solstad Australia Pty. Ltd.

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Solstad Offshore Crewing Services Pte. Ltd.		Solstad Shipping AS

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Deep Sea Supply Navegacao Maritima Ltda.		Solstad Offshore Ltda.

/s/ Øyvind Axe		/s/ Øyvind Axe
Name:	Øyvind Axe	Name:	Øyvind Axe
Title:	Attorney-in-fact	Title:	Attorney-in-fact

Solstad Offshore Asia Pacific Pte. Ltd.

/s/ Øyvind Axe
Name:	Øyvind Axe
Title:	Attorney-in-fact

exhbit 4.1

EXECUTION VERSION

BOND TERMS

FOR

Tidewater Inc. 10.375% senior unsecured USD 250,000,000 bonds 2023/2028

In the Compliance Period: ISIN NO0012952235

After the Compliance Period: ISIN NO0012952227

Contents
Clause	Page

1.	INTERPRETATION	3
2.	THE BONDS	18
3.	THE BONDHOLDERS	19
4.	ADMISSION TO LISTING	20
5.	REGISTRATION OF THE BONDS	20
6.	CONDITIONS FOR DISBURSEMENT	20
7.	REPRESENTATIONS AND WARRANTIES	21
8.	PAYMENTS IN RESPECT OF THE BONDS	23
9.	INTEREST	28
10.	REDEMPTION AND REPURCHASE OF BONDS	28
11.	PURCHASE AND TRANSFER OF BONDS	31
12.	INFORMATION UNDERTAKINGS	32
13.	GENERAL AND FINANCIAL UNDERTAKINGS	33
14.	EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS	37
15.	BONDHOLDERS’ DECISIONS	40
16.	THE BOND TRUSTEE	44
17.	AMENDMENTS AND WAIVERS	48
18.	MISCELLANEOUS	49
19.	GOVERNING LAW AND JURISDICTION	51

ATTACHMENT 1 COMPLIANCE CERTIFICATE

BOND TERMS between
ISSUER:	Tidewater Inc., a company incorporated in the State of Delaware with file number 496908 and LEI-code 2549000JA5GRUPLMUH98, and
BOND TRUSTEE:	Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.
DATED:	30 June 2023
These Bond Terms shall remain in effect for so long as any Bonds remain outstanding.

INTERPRETATION

1.1

Definitions

The following terms will have the following meanings:

“Accounting Standard” means the generally accepted accounting practices and principles in the United States of America in force from time to time.

“Affiliate” means, in relation to any person:

(a)

any person which is a Subsidiary of that person;

(b)

any person who has Decisive Influence over that person (directly or indirectly); and

(c)

any person which is a Subsidiary of an entity who has Decisive Influence over that person (directly or indirectly).

“Annual Financial Statements” means the audited consolidated annual financial statements of the Issuer for any financial year, prepared in accordance with the Accounting Standard, such financial statements to include an income statement, a balance sheet, and a statement of cash flows.

“Attachment” means any schedule, appendix or other attachment to these Bond Terms.

“Bond Currency” means the currency in which the Bonds are denominated, as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Bond Terms” means these terms and conditions, including all Attachments which form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time.

“Bond Trustee” means the company designated as such in the preamble to these Bond Terms, or any successor, acting for and on behalf of the Bondholders in accordance with these Bond Terms.

“Bond Trustee Fee Agreement” means the agreement entered into between the Issuer and the Bond Trustee relating, among other things, to the fees to be paid by the Issuer to the Bond Trustee for the services provided by the Bond Trustee relating to the Bonds.

“Bondholder” means a person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to Clause 3.3 (Bondholders’ rights).

“Bondholders’ Meeting” means a meeting of Bondholders as set out in Clause 15 (Bondholders’ Decisions).

“Bonds” means (i) the debt instruments issued by the Issuer pursuant to these Bond Terms and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time.

“Business Day” means a day on which the relevant CSD settlement system is open, the settlement system for the Bond Currency is open and banks generally are open for business in Oslo and New York.

“Business Day Convention” means that if the last day of any Interest Period originally falls on a day that is not a Business Day, no adjustment will be made to the Interest Period.

“Call Option” has the meaning ascribed to such term in Clause 10.2 (Voluntary early redemption – Call Option).

“Call Option Repayment Date” means the settlement date for the Call Option determined by the Issuer pursuant to Clause 10.2 (Voluntary early redemption – Call Option), paragraph (d) of Clause 10.3 (Mandatory repurchase due to a Put Option Event) or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds.

“Cash Equivalents” means, as of any date of determination, with respect to the Issuer and its Subsidiaries taken together, all “cash equivalents” as defined under the Accounting Standard.

“Compliance Certificate” means a statement substantially in the form as set out in Attachment 1 hereto.

“Compliance Period” has the meaning ascribed to such term in paragraph (a) of Clause 11.2 (Restrictions).

“Consolidated Cash” means, for any Relevant Period, the sum of all cash on hand and Cash Equivalents as of the last day of such Relevant Period, for the Issuer and its Subsidiaries.

“Consolidated Net Income” means, for any period, for the Issuer and its Subsidiaries on a consolidated basis, net income (excluding extraordinary items), all as determined in accordance with the Accounting Standard, provided that:

(a)

net income shall be calculated without giving effect to the cumulative effect of a change in accounting principle;

(b)

net income of any person that is accounted for by the equity method of accounting will be included, but only to the extent of the amount of dividends and distributions paid in cash during the calculation period to the Issuer or any Subsidiary thereof; and

(c)

net losses of any person that is accounted for by the equity method of accounting will be included, but only to the extent of the value of any contributions to capital (in cash or in the form of other assets) made to such person by the Issuer or a Subsidiary thereof.

“CSD” means the central securities depository in which the Bonds are registered, being Verdipapirsentralen ASA (VPS).

“Decisive Influence” means a person having, as a result of an agreement or through the ownership of Shares or interests in another person (directly or indirectly):

(a)

a majority of the voting rights in that other person; or

(b)

a right to elect or remove a majority of the members of the board of directors of that other person.

“Default Notice” means a written notice to the Issuer as described in Clause 14.2 (Acceleration of the Bonds).

“Default Repayment Date” means the settlement date set out by the Bond Trustee in a Default Notice requesting early redemption of the Bonds.

“Distribution” means, in respect of the relevant entity, (a) any declaration, making or payment of any dividend or other distribution on or in respect of any of its Shares, (b) any redemption, repurchase, defeasance, retirement or repayment of its share capital and (c) any prepayment or repayment of any Subordinated Loan or any payment of any interest, fee, charge or premium accrued in respect thereof (other than through adding such amounts to the principal amount).

“EBITDA” means, for any Relevant Period, for the Issuer and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income:

(a)

plus, without duplication the following to the extent deducted in calculating such Consolidated Net Income:

(i)

any interest expense as determined in accordance with the Accounting Standard;

(ii)

any non-cash charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Financial Indebtedness prior to its stated maturity;

(iii)

the provision for direct and indirect Federal, state, local and foreign income tax expense of the Issuer or any Subsidiary thereof (including, for the avoidance of doubt, withholding tax expense on any bareboat charter to an unconsolidated joint venture), net of any Federal, state, local and foreign income tax credits;

(iv)

depreciation and amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and non-cash equity based compensation expense (or any revaluation of compensation paid in equity), including expensing of stock options and other equity compensation grants;

(v)

net non-cash losses realized on the disposition of property of any Group Company;

(vi)

unrealized losses resulting from mark to market accounting for hedging activities and related derivatives (if any), including, without limitation those resulting from the application of FASB ASC 815;

(vii)

unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by the Accounting Standard;

(viii)

impairment and other non-cash items other than write downs of current assets of the Issuer or any Group Company for such period;

(ix)

other extraordinary, unusual or non-recurring expenses of the Issuer or any Subsidiary thereof reducing such Consolidated Net Income, but limited to 10 per cent. of EBITDA in such Relevant Period;

(x)

any fees, costs and expenses incurred in connection with the negotiation and execution of the Finance Documents; and

(xi)

fees, expenses, or restructuring charges (including, without limitation, professional fees, severance costs, retention bonuses and management and operational transition fees and expenses), related to a (A) reduction in force or (B) business acquisition or a business disposition, whether effected by merger, consolidation, asset sale, share acquisition or otherwise (including, for the avoidance of doubt, any disposition, or acquisition from a person that is not a manufacturer thereof, of one or more vessels in a single transaction or series of related transactions);

(b)

minus, without duplication the following to the extent included in calculating such Consolidated Net Income:

(i)

any interest income as determined in accordance with the Accounting Standard;

(ii)

any reversal of any depreciation and amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and any appreciation of any asset;

(iii)

Federal, state, local and foreign income tax credits;

(iv)

net non-cash gains realized on the disposition of property of any Group Company;

(v)

unrealized non-cash gains resulting from foreign currency balance sheet adjustments required by the Accounting Standard;

(vi)

unrealized gains resulting from mark to market accounting for hedging activities, including, without limitation, those resulting from the application of FASB ASC 815;

(vii)

reversal of any impairment for such period; and

(viii)

other extraordinary, unusual or non-recurring income of the Issuer or any Subsidiary thereof increasing such Consolidated Net Income, but limited to 10 per cent. of EBITDA in such Relevant Period.

“Equity” means Total Assets less Total Liabilities.

“Equity Clawback” has the meaning ascribed to such term in Clause 10.6 (Equity Clawback).

“Equity Clawback Repayment Date” means the settlement date for the redemption of Bonds following an Equity Clawback in accordance with Clause 10.6 (Equity Clawback) or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds.

“Equity Ratio” means Equity over Total Assets.

“Euroclear” means Euroclear Bank SA/NV.

“Event of Default” means any of the events or circumstances specified in Clause 14.1 (Events of Default).

“Exchange” means:

(a)

Nordic ABM, a self-regulated marketplace organised and operated by Oslo Børs; or

(b)

any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR).

“Existing Secured Debt Facilities” means:

(a)

the 8.50% senior secured USD 200,000,000 bonds 2021/2026 issued by the Issuer;

(b)

the existing USD 25,000,000 super senior revolving credit facility with DNB Bank ASA as agent; and

(c)

the new USD 325,000,000 senior secured term loan facility with DNB Bank ASA as agent.

“Existing Vessels” means the Vessels owned by the Group as at the Issue Date (including the Solstad PSV Fleet).

“FASB ASC 815” means Financial Accounting Standards Board Accounting Standards Codification Topic 815, Derivatives and Hedging.

“FASB ASC 842” means Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases.

“Finance Documents” means these Bond Terms, the Bond Trustee Fee Agreement, and any other document designated by the Issuer and the Bond Trustee as a Finance Document.

“Finance Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a finance lease that would at such time be required to be recorded on the balance sheet as a liability in accordance with the Accounting Standard, provided that amounts required to be recorded as liabilities with respect to operating leases, on the balance sheet in accordance with FASB ASC 842, shall not constitute “Finance Lease Obligations”.

“Financial Covenants” has the meaning ascribed to such term in Clause 13.14 (Financial Covenants).

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)

moneys borrowed and debit balances at banks or other financial institutions;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

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

(d)

the amount of any liability in respect of any Finance Lease Obligations;

(e)

receivables sold or discounted (other than any receivables to the extent they are disposed of in a true sale provided that the requirements for true sale treatment under the Accounting Standard are met);

(f)

any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition;

(h)

any amount raised by the issue of redeemable Shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Standard;

(i)

any amount of any liability under an advance or deferred purchase agreement, if (i) the primary reason behind entering into the agreement is to raise finance and such agreement does not pertain to ordinary course of business trade payables due within less than 180 calendar days after the date of supply, or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 calendar days after the date of supply;

(j)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of indebtedness for borrowed money (but excluding (for the avoidance of doubt) any accruals with respect to operating leases to the extent required to be recorded as liabilities in accordance with FASB ASC 842) or otherwise being classified as indebtedness for borrowed money under the Accounting Standard; and

(k)

without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Reports” means the Annual Financial Statements and the Interim Accounts.

“Financial Support” means any loans of money, guarantees, Security securing obligations of another person or other financial assistance (whether actual or contingent).

“First Call Date” means the Interest Payment Date falling in July 2025.

“First Call Price” has the meaning ascribed to such term in Clause 10.2 (Voluntary early redemption – Call Option).

“Free Liquidity” means the freely available and unrestricted Consolidated Cash of the relevant Group Companies as defined in accordance with the Accounting Standard including undrawn and available amounts under any credit facilities available for working capital or general corporate purposes and with remaining duration of no less than 6 calendar months, in each case for as long as there is no Security over that Consolidated Cash except for any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements.

“Group” means the Issuer and its Subsidiaries from time to time.

“Group Company” means any person which is a member of the Group.

“Incurrence Test” has the meaning ascribed to such term in Clause 13.15 (Incurrence Test).

“Initial Nominal Amount” means the Nominal Amount of each Bond on the Issue Date as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Insolvent” means that a person:

(a)

is unable or admits inability to pay its debts as they fall due;

(b)

suspends making payments on any of its debts generally; or

(c)

is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its centre of main interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency proceedings (as amended from time to time).

“Interest Payment Date” means the last day of each Interest Period, the first Interest Payment Date being 3 January 2024 and the last Interest Payment Date being the Maturity Date.

“Interest Period” means, subject to adjustment in accordance with the Business Day Convention, the period between 3 July and 3 January each year, provided however that an Interest Period shall not extend beyond the Maturity Date.

“Interest Rate” means 10.375 percentage points per annum.

“Interim Accounts” means the unaudited consolidated quarterly financial statements of the Issuer for the quarterly period ending on 31 March, 30 June and 30 September in each year, prepared in accordance with the Accounting Standard.

“Intra-Group Debt” means any loans made between Group Companies.

“ISIN” means International Securities Identification Number.

“Issue Date” means 3 July 2023.

“Issuer” means the company designated as such in the preamble to these Bond Terms.

“Issuer’s Bonds” means any Bonds which are owned by the Issuer or any Affiliate of the Issuer.

“Listing Failure Event” means:

(a)

that the Bonds have not been admitted to listing on an Exchange within 12 months following the Issue Date; or

(b)

in the case of a successful admission to listing, that a period of 6 months has elapsed since the Bonds ceased to be admitted to listing on an Exchange.

“Long Stop Date” means 30 December 2023.

“Make Whole Amount” means an amount equal to the sum of the present value on the Call Option Repayment Date of:

(a)

the First Call Price of the redeemed Bonds as if such payment originally had taken place on the First Call Date; and

(b)

the remaining interest payments of the redeemed Bonds (less any accrued and unpaid interest on the redeemed Bonds as at the Call Option Repayment Date) to and including the First Call Date,

where the present value shall be calculated by using a discount rate of 5.28 per cent. per annum.

“Managers” means DNB Bank ASA, DNB Markets, Dronning Eufemias gate 30, 0021 Oslo, Norway, Clarksons Securities AS, Munkedamsveien 62C, 0270 Oslo, Norway, and Fearnley Securities AS, Dronning Eufemias gate 8, 0191 Oslo, Norway .

“Mandatory Redemption Event” means that the acquisition of the Solstad PSV Fleet has not been completed by the Long Stop Date.

“Mandatory Redemption Repayment Date” means the settlement date for the Mandatory Redemption Event pursuant to Clause 10.5 (Mandatory early redemption due to a Mandatory Redemption Event).

“Material Adverse Effect” means a material adverse effect on:

(a)

the ability of the Issuer to perform and comply with its obligations under any Finance Document; or

(b)

the validity or enforceability of any Finance Document.

“Maturity Date” means 3 July 2028, adjusted according to the Business Day Convention.

“Net Interest Bearing Debt” means at the relevant time, the aggregate amount of all obligations of the Group Companies, determined on a consolidated basis, for or in respect of interest bearing Financial Indebtedness but:

(a)

excluding any such obligations to any other Group Company;

(b)

excluding any such obligations in respect of any Subordinated Loan;

(c)

excluding any Bonds held by the Issuer;

(d)

excluding any indebtedness in respect of any derivative transaction;

(e)

excluding any redeemable Shares which falls due (other than at the option of the Issuer) after the Maturity Date;

(f)

including, in the case of any Finance Lease Obligations, their capitalised value; and

(g)

deducting the aggregate amount of Consolidated Cash (which, except for any Permitted Security constituted by a netting or set-off arrangement entered into by a Group Company in the ordinary course of its banking arrangements, is unencumbered and freely and immediately available to be converted to such cash and applied in redemption or repayment of Financial Indebtedness),

and so that no amount shall be included or excluded more than once.

“Net Leverage Ratio” means, as of any date of determination, Net Interest Bearing Debt as of the last day of the Relevant Period, divided by EBITDA for the four calendar quarter period then most recently ended.

“Net Proceeds” means the proceeds from the issuance of the Bonds (net of fees and legal cost of the Managers and, if required by the Bond Trustee, the Bond Trustee fee, and any other cost and expenses incurred in connection with the issuance of the Bonds).

“Nominal Amount” means the nominal value of each Bond at any time. The Nominal Amount may be amended pursuant to paragraph (j) of Clause 16.2 (The duties and authority of the Bond Trustee).

“Outstanding Bond Amount” means the Outstanding Bonds multiplied by the Nominal Amount.

“Outstanding Bonds” means any Bonds not redeemed or otherwise discharged.

“Overdue Amount” means any amount required to be paid by the Issuer under the Finance Documents but not made available to the Bondholders on the relevant Payment Date or otherwise not paid on its applicable due date.

“Partial Payment” means a payment that is insufficient to discharge all amounts then due and payable under the Finance Documents.

“Paying Agent” means the legal entity appointed by the Issuer to act as its paying agent with respect to the Bonds in the CSD.

“Payment Date” means any Interest Payment Date or any Repayment Date.

“Permitted Distribution” means:

(a)

any Distribution made by the Issuer at any time after 16 November 2023, provided that:

(i)

the Incurrence Test is satisfied if tested pro forma for the making of such Distribution; and

(ii)

the amount of such Distribution (when aggregated with the amount of any other Distribution made by it during the same financial year) does not exceed an amount equal to 50 per cent. of the Group’s Consolidated Net Income for the then most recently ended four quarter period for which Financial Reports are available;

(b)

any Distribution by a Group Company (other than the Issuer) to the holders of its common Shares on a pro rata basis;

(c)

repurchases or redemptions of Shares or warrants (i) upon the cashless exercise of stock options settled through the issuance of new Shares, (ii) in satisfaction of customary indemnification and purchase price adjustment obligations under business acquisition arrangements in which Shares of Issuer were issued as consideration for such acquisition, or (iii) out of the net cash proceeds received by the Group from a substantially concurrent (but prior) sale of Shares in the Issuer made (in whole or in part) for such purpose; and

(d)

any Distributions (i) in respect of any management equity plan, stock option plan or any other management or employee benefit plan, agreement, or trust, or (ii) for any other purpose (whether or not related to any of the foregoing), provided that the aggregate amount for Distributions pursuant to clauses (i) and (ii) shall not exceed USD 5,000,000 per financial year.

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a)

incurred under the Finance Documents;

(b)

incurred under the Existing Secured Debt Facilities (and any refinancing of any such facilities, provided always that the amount of such new Financial Indebtedness shall not exceed the amount refinanced thereby (including interest, fees and expenses thereon));

(c)

incurred under any secured or unsecured debt facilities (or combination thereof) limited to 70% of the market value of the Vessels (including Vessels, property, plant and equipment) in which such debt facilities are secured or to which it relates (but not including any Existing Vessels), provided that after giving pro forma effect to such Financial Indebtedness the Issuer would be in compliance with all Financial Covenants;

(d)

incurred by a Group Company for the purpose of financing the acquisition of Vessels under construction or newly constructed Vessels or equipment, which financing is provided by any institutional lender, financial institution, government agency or instrumentality, shipyard or leasing company, or any refinancing thereof provided that there is no increase of principal amount in connection with such refinancing other than accrued and unpaid interest, costs and expenses incurred in connection therewith;

(e)

incurred by Troms Offshore Supply AS or any of its Subsidiaries up to a maximum amount of USD 50,000,000;

(f)

incurred under any Subordinated Loan, or guarantees constituting Permitted Financial Support;

(g)

incurred under any Intra-Group Debt;

(h)

incurred under any existing and future importation-, bid-, payment-, surety- (other than in respect of indebtedness for borrowed money) and performance bonds, newbuilding or other guarantees and letters of credit related to the operation or employment of the Vessels owned by a Group Company in the ordinary course of business;

(i)

incurred by the Issuer under any unsecured bonds, public offering or private placement of notes, bank credit facility (for term or revolving loans), letter of credit facility, bankers’ acceptance facility, commercial paper, or any other financing regardless of form, including any combination of any of the foregoing, provided by any institutional lender, financial institution, shipyard, vessel owner or leasing company provided that the Financial Indebtedness arising therefrom (i) does not exceed USD 250,000,000 in aggregate and (ii) matures after the Maturity Date;

(j)

arising under any derivative transaction or other hedging in the ordinary course of business of the Group and for non-speculative purposes;

(k)

incurred in respect of any liabilities for pensions, deferred employee compensation or tax, or in connection with the financing of insurance premiums, in each case incurred in the ordinary course of business;

(l)

arising as a result of a contemplated refinancing of the Bonds in full provided that (i) a call notice has been served on the Bonds (in full) and (ii) the proceeds of such debt issuance are held in escrow until full repayment of the Bonds;

(m)

incurred by a Group Company pursuant to sale and leaseback arrangements or financing from the U.S. Department of Agriculture, provided that the Financial Indebtedness arising therefrom does not exceed USD 75,000,000 in aggregate; and

(n)

not permitted by the preceding paragraphs and with an aggregate outstanding amount which does not exceed USD 10,000,000 (or its equivalent in other currencies) at the time of which such Financial Indebtedness is incurred.

The maximum amount of Financial Indebtedness that any Group Company may incur or maintain pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Financial Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

“Permitted Financial Support” means any Financial Support:

(a)

granted under the Finance Documents;

(b)

granted in respect of the Existing Secured Debt Facilities (including permitted refinancing thereof);

(c)

granted by a Group Company in respect of Financial Indebtedness incurred in accordance with paragraphs (c), (d) or (e) of the definition of “Permitted Financial Indebtedness”;

(d)

incurred under any Intra-Group Debt;

(e)

for the benefit of third parties in the ordinary course of trading or guarantees by the Issuer for liabilities of any Group Company which liabilities are not Financial Indebtedness;

(f)

granted by the Issuer in respect of any Financial Indebtedness incurred by a Subsidiary of the Issuer in accordance with paragraph (m) of the definition of “Permitted Financial Indebtedness”;

(g)

guarantees by the Issuer of customary indemnification and purchase price adjustment obligations owed by any Group Company under business acquisition arrangements;

(h)

granted in accordance with the requirements under any vessel management agreements; and

(i)

constituting loans up to USD 20,000,000 in aggregate outstanding at any time.

“Permitted Security” means any Security:

(a)

created under the Finance Documents;

(b)

granted in respect of the Existing Secured Debt Facilities (including permitted refinancing thereof);

(c)

granted by a Group Company in respect of Financial Indebtedness incurred in accordance with paragraphs (c), (d), (e) or (m) of the definition of “Permitted Financial Indebtedness”;

(d)

arising by operation of law or in the ordinary course of trading;

(e)

as cash or Cash Equivalents in respect of Financial Indebtedness incurred under paragraphs (h), (j) or (l) of the definition of “Permitted Financial Indebtedness”;

(f)

for taxes, assessments, government charges or claims not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if a reserve or other appropriate provisions, if any, as shall be required in conformity with the Accounting Standard, shall have been made therefor;

(g)

easements, rights-of-way, licenses, covenants, reservations, precautionary financing statement filings in connection with operating leases, restrictions and other similar charges or encumbrances not interfering in any material respect with the business of the Issuer or any other Group Company incurred in the ordinary course of business;

(h)

any netting or set-off arrangement arising in the ordinary course of banking arrangements (including, for the avoidance of doubt, consolidated cash management arrangements) for the purposes of netting debit and credit balances between Group Companies;

(i)

any rental deposits or other Security in respect of any lease agreement including in relation to real property entered into by a Group Company in the ordinary course of business and on normal commercial terms;

(j)

any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of business;

(k)

arising from a true sale of accounts and Security resulting from U.S. Uniform Commercial Code precautionary filings with respect to leases that are not Finance Lease Obligations;

(l)

Security over its Shares in any joint venture, partnership or similar venture (whether or not incorporated) to secure such indebtedness of that joint venture, partnership or similar venture in favour of a participant or participants therein (including any financier or supplier to that joint venture, partnership or similar venture); and

(m)

Security not otherwise permitted by the preceding paragraphs securing indebtedness the outstanding amount of which does not exceed USD 10,000,000 (on an aggregate level for the Group) at the time of which such Security is incurred.

“Put Option” has the meaning ascribed to such term in Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“Put Option Event” means if:

(a)

any person or group of persons acting in concert gains Decisive Influence over the Issuer; or

(b)

the ordinary Shares of the Issuer are delisted from the New York Stock Exchange without simultaneously being listed on another internationally recognised stock exchange.

“Put Option Repayment Date” means the settlement date for the Put Option pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“QIB” has the meaning ascribed to such term in paragraph (a) of Clause 11.2 (Restrictions).

“Quarter Date” means each 31 March, 30 June, 30 September and 31 December.

“Relevant Jurisdiction” means the country in which the Bonds are issued, being Norway.

“Relevant Period” means each period of four financial quarters ending on the preceding Quarter Date.

“Relevant Record Date” means the date on which a Bondholder’s ownership of Bonds shall be recorded in the CSD as follows:

(a)

in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; or

(b)

for the purpose of casting a vote with regard to Clause 15 (Bondholders’ Decisions), the date falling on the immediate preceding Business Day to the date of that Bondholders’ decision being made, or another date as accepted by the Bond Trustee.

“Repayment Date” means any Call Option Repayment Date, the Default Repayment Date, Equity Clawback Repayment Date, any Put Option Repayment Date, the Tax Event Repayment Date, the Mandatory Redemption Repayment Date or the Maturity Date.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Trading Act” means the Securities Trading Act of 2007 no.75 of the Relevant Jurisdiction.

“Security” means a mortgage, charge, deed of trust, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Shares” means shares or other equity or ownership interests of any kind (including warrants and equity options), however classified in the relevant jurisdiction.

“Solstad PSV Fleet” means the fleet of PSV vessels owned by the Solstad Offshore group and announced on 7 March 2023 to be acquired by the Group.

“Subordinated Loans” means any existing or future loan provided to the Issuer and provided such loans are fully subordinated to the Bonds, and provided that no cash interest payment or repayment of principal shall occur prior to the Maturity Date other than by way of a Permitted Distribution or by way of conversion to equity.

“Subsidiary” means a person over which another person has Decisive Influence.

“Summons” means the call for a Bondholders’ Meeting or a Written Resolution as the case may be.

“Tax Event Repayment Date” means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

“Total Assets” means the book value on a consolidated basis of all assets of the Group according to the Accounting Standard.

“Total Liabilities” means the aggregate amount of the consolidated total liabilities of the Group, calculated in accordance with the Accounting Standard.

“Vessels” means any offshore support vessels.

“Voting Bonds” means the Outstanding Bonds less the Issuer’s Bonds.

“Written Resolution” means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 15.5 (Written Resolutions).

1.2

Construction

In these Bond Terms, unless the context otherwise requires:

(a)

headings are for ease of reference only;

(b)

words denoting the singular number will include the plural and vice versa;

(c)

references to Clauses are references to the Clauses of these Bond Terms;

(d)

references to a time are references to Central European Time unless otherwise stated;

(e)

references to a provision of “law” is a reference to that provision as amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law;

(f)

references to a “regulation” includes any regulation, rule, official directive, request or guideline by any official body;

(g)

references to a “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality;

(h)

references to Bonds being “redeemed” means that such Bonds are cancelled and discharged in the CSD in a corresponding amount, and that any amounts so redeemed may not be subsequently re-issued under these Bond Terms;

(i)

references to Bonds being “purchased” or “repurchased” by the Issuer means that such Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer’s purchase of Bonds);

(j)

references to persons “acting in concert” shall be interpreted pursuant to the relevant provisions of the Securities Trading Act; and

(k)

an Event of Default is “continuing” if it has not been remedied or waived.

THE BONDS

2.1

Amount, denomination and ISIN of the Bonds

(a)

The Issuer has resolved to issue a series of Bonds in the amount of USD 250,000,000.

(b)

The Bonds are denominated in US Dollars (USD), being the legal currency of the United States of America.

(c)

The Initial Nominal Amount of each Bond is USD 100,000.

(d)

The Bonds will in the Compliance Period have ISIN NO0012952235. Upon expiry of the Compliance Period the Bonds will automatically be converted to a new ISIN, being ISIN NO0012952227, without any action necessary on the part of the Bondholders, and such new ISIN shall apply for the remaining term of the Bonds.

(e)

These Bond Terms apply with identical terms and conditions to (i) all Bonds issued under ISIN NO0012952235 and, upon conversion at the expiry of the Compliance Period, ISIN NO0012952227, and (ii) any Overdue Amounts issued under one or more separate ISIN in accordance with the regulations of the CSD from time to time.

(f)

Holders of Overdue Amounts related to interest claims will not have any other rights under these Bond Terms than their claim for payment of such interest claim which claim shall be subject to paragraph (b) of Clause 15.1 (Authority of the Bondholders’ Meeting).

2.2

Tenor of the Bonds

The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date.

2.3

Use of proceeds

The Net Proceeds shall be employed towards financing (or re-financing as the case may be) the acquisition of the Solstad PSV Fleet, and for general corporate purposes.

2.4

Status of the Bonds

The Bonds shall constitute senior and unsubordinated obligations of the Issuer. The Bonds will rank pari passu between themselves and at least pari passu with other creditors of the Issuer (save for such obligations which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

2.5

Transaction Security

The Bonds are unsecured.

THE BONDHOLDERS

3.1

Bond Terms binding on all Bondholders

(a)

By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party.

(b)

The Bond Trustee is always acting with binding effect on behalf of all the Bondholders.

3.2

Limitation of rights of action

(a)

No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures or take other legal action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including the right to exercise the Put Option.

(b)

Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request.

3.3

Bondholders’ rights

(a)

If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee.

(b)

A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 (Bondholders’ rights) and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary.

ADMISSION TO LISTING

The Issuer shall apply for listing of the Bonds on the Exchange within 6 months of the Issue Date and thereafter remain listed on an Exchange until the Bonds have been redeemed in full.

REGISTRATION OF THE BONDS

5.1

Registration in the CSD

The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD. The Bonds will be issued to and registered on Euroclear’s custody account with the CSD as nominee. The Bonds will be blocked for further trading in the CSD and will only be available for trading and settlement through Euroclear.

5.2

Obligation to ensure correct registration

The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation.

5.3

Country of issuance

The Bonds have not been issued under any other country’s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction.

CONDITIONS FOR DISBURSEMENT

6.1

Conditions precedent for disbursement to the Issuer

(a)

Payment of the Net Proceeds to the Issuer shall be conditional on the Bond Trustee having received in due time (as determined by the Bond Trustee) prior to the Issue Date each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i)

these Bond Terms duly executed by all parties hereto;

(ii)

copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents to which it is a party;

(iii)

a copy of a power of attorney (unless included in the corporate resolutions) from the Issuer to relevant individuals for their execution of the Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of the Issuer;

(iv)

copies of the Issuer’s organisational documents and of a good standing certificate in respect of the Issuer, evidencing that the Issuer is validly existing;

(v)

copies of the Issuer’s latest Financial Reports (if any);

(vi)

confirmation that the applicable prospectus requirements (ref. the EU prospectus regulation ((EU) 2017/1129)) concerning the issuance of the Bonds have been fulfilled;

(vii)

copies of any necessary governmental approval, consent or waiver (as the case may be) required at such time to issue the Bonds;

(viii)

confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for the Bonds);

(ix)

confirmation of acceptance from any process agent;

(x)

copies of any written documentation used in marketing the Bonds or made public by the Issuer or any Manager in connection with the issuance of the Bonds;

(xi)

the Bond Trustee Fee Agreement duly executed by the parties thereto; and

(xii)

legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of these Bond Terms and the Finance Documents).

(b)

The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.1 (Conditions precedent for disbursement to the Issuer), waive the requirements for documentation or decide that delivery of certain documents shall be made subject to an agreed closing procedure between the Bond Trustee and the Issuer.

6.2

Disbursement of the proceeds

Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond Trustee’s confirmation to the Paying Agent that the conditions in Clause 6.1 (Conditions precedent for disbursement to the Issuer) have been either satisfied in the Bond Trustee’s discretion or waived by the Bond Trustee pursuant to paragraph (b) of Clause 6.1 (Conditions precedent for disbursement to the Issuer).

REPRESENTATIONS AND WARRANTIES

The Issuer makes the representations and warranties set out in this Clause 7 (Representations and Warranties), in respect of itself and in respect of each Group Company to the Bond Trustee (on behalf of the Bondholders) at the following times and with reference to the facts and circumstances then existing:

(a)

on the date of these Bond Terms; and

(b)

on the Issue Date.

7.1

Status

It is a corporation, limited liability company or limited partnership, duly incorporated or formed and validly existing, registered and, where applicable, in good standing under the laws of its jurisdiction of incorporation or formation, and has the power to own its assets and carry on its business as it is being conducted.

7.2

Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents.

7.3

Valid, binding and enforceable obligations

These Bond Terms and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance laws, and equitable principles, affecting the enforcement of creditors' rights generally, and (save as provided for therein) no further registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against it.

7.4

Non-conflict with other obligations

The entry into and performance by it of these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with (i) any law or regulation or judicial or official order; (ii) its constitutional documents; or (iii) any agreement or instrument which is binding upon it or any of its assets.

7.5

No Event of Default

(a)

No Event of Default exists or is likely to result from the making of any disbursement of proceeds or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)

No other event or circumstance has occurred which constitutes (or with the expiry of any grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is likely to have a Material Adverse Effect.

7.6

Authorisations and consents

All authorisations, consents, approvals, resolutions, licences, exemptions, filings, notarisations or registrations required:

(a)

to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and

(b)

to carry on its business as presently conducted and as contemplated by these Bond Terms,

have been obtained or effected and are in full force and effect.

7.7

Litigation

No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

7.8

Financial Reports

Its most recent Financial Reports fairly presents in all material respects the financial condition of the Issuer and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with the Accounting Standard.

7.9

No Material Adverse Effect

Since the date of the most recent Financial Reports, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect.

7.10

No misleading information

Any factual information provided by it to the Bondholders or the Bond Trustee for the purposes of the issuance of the Bonds was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

7.11

No withholdings

The Issuer is not required to make any deduction or withholding from any payment which it may become obliged to make to the Bond Trustee or the Bondholders under these Bond Terms.

7.12

Pari passu ranking

Its payment obligations under these Bond Terms or any other Finance Document to which it is a party ranks as set out in Clause 2.4 (Status of the Bonds).

7.13

Security

No Security exists over any of the present assets of any Group Company in conflict with these Bond Terms.

PAYMENTS IN RESPECT OF THE BONDS

8.1

Covenant to pay

(a)

The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms.

(b)

All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD at the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD.

(c)

Payment constituting good discharge of the Issuer’s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question.

(d)

If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open, unless any provision to the contrary has been set out for such payment in the relevant Finance Document.

8.2

Default interest

(a)

Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus 3 percentage points per annum.

(b)

Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 (Default Interest) will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full.

(c)

Upon the occurrence of a Listing Failure Event and for as long as such Listing Failure Event is continuing, the interest on any principal amount outstanding under these Bonds Terms will accrue at the Interest Rate plus 1 percentage point per annum.

8.3

Partial Payments

(a)

If the Paying Agent or the Bond Trustee receives a Partial Payment, such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority:

(i)

firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee;

(ii)

secondly, towards accrued interest due but unpaid; and

(iii)

thirdly, towards any other outstanding amounts due but unpaid under the Finance Documents.

(b)

Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii) secondly, towards accrued interest due but unpaid, in the following situations;

(i)

if the Bond Trustee has served a Default Notice in accordance with Clause 14.2 (Acceleration of the Bonds); or

(ii)

if a resolution according to Clause 15 (Bondholders’ Decisions) has been made.

8.4

Taxation

(a)

The Issuer shall be responsible for withholding any withholding tax imposed by applicable law on any payments to be made by or on behalf of it in relation to the Finance Documents and shall remit such amounts to the applicable taking authority. Subject to paragraph (b) below, all such amounts shall be treated as having been paid to the applicable Bondholder.

(b)

If any tax (whether stated to be tax, assessment, governmental charge or otherwise) is withheld in respect of the Bonds by or on behalf of the Issuer, the Issuer shall:

(i)

subject to the exceptions and limitations set forth in paragraph (c) below, gross up the amount of the payment due from it (or on behalf of it) up to such amount which is necessary to ensure that the Bondholders or the Bond Trustee, as the case may be, receive a net amount which is (after making the required withholding) equal to the payment which would have been received by such person if no withholding had been required; and

(ii)

at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made.

(c)

Paragraph (b) shall not apply:

(i)

to any tax imposed by reason of the Bondholder (or the beneficial owner for whose benefit such Bondholder holds one or more Bonds), or a fiduciary, settlor, beneficiary, member or shareholder of the Bondholder if the relevant Bondholder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Bondholder, being considered as:

(A)

being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

(B)

having a current or former connection with the United States or any other jurisdiction imposing such tax (other than a connection arising solely as a result of the ownership of the Bonds, the receipt of any payment or the enforcement of any rights relating to the Bonds), including being or having been a citizen or resident of the United States or any other jurisdiction imposing such tax (or any political subdivision thereof) or being or having been present in the United States, or being organized under the laws of, or having its principal office or applicable lending office located in, the United States or any other jurisdiction imposing such tax (or any political subdivision thereof);

(C)

being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes, a corporation that has accumulated earnings to avoid U.S. federal income tax, or a foreign tax exempt organisation with respect to the United States;

(D)

being or having been a “10 per cent. shareholder” of the Issuer as defined in section 871(h)(3) or 881(c)(3) of the Code; or

(E)

being a bank (or treated as a bank for U.S. federal income tax purposes) purchasing the Bonds in the ordinary course of its lending business; or

(ii)

to any tax that is payable otherwise than by withholding by the Issuer from payments made by it, a Paying Agent or Euroclear to the Bondholders;

(iii)

to any tax or other withholding obligation imposed under Sections 1471 through 1474 of the Code (commonly referred to as FATCA) (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or

(iv)

to the extent any tax would not have been imposed but for the failure of the Bondholder or any other person:

(A)

to provide a properly completed and executed Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8IMY (and related documentation), as applicable, or any subsequent version thereof or successor thereto, in each case, together with any required attachments and certificates to establish an exemption pursuant to the portfolio interest exception from, or reduction under an applicable tax treaty of, U.S. federal withholding tax with respect to payments in connection with a Bond;

(B)

to provide a properly completed and executed Internal Revenue Service Form W-9 or Form W-8ECI; or

(C)

upon receiving a reasonable prior written notice, to otherwise comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Bondholder or beneficial owner of one or more Bonds, if compliance is required by any applicable law, regulation or tax treaty to which the United States is a party as a precondition to partial or complete exemption from such tax; or

(v)

payments to, or to a third party on behalf of, a Bondholder where no such withholding would have been required to be made if the Bonds, at the time of payment, had been credited to a securities deposit account with a bank, financial services institution, securities trading business or securities trading bank, in each case outside the United States; or

(vi)

payments to the extent such withholding or deduction is payable by or on behalf of a Bondholder who could lawfully mitigate (but has not so mitigated) such withholding by;

(A)

complying or procuring that any third party complies with any statutory requirements; or

(B)

by making or procuring that a third party makes a declaration of non-residence; or

(C)

other similar claim for exemption to any tax authority in the place where the payment is effected; or

(vii)

to any Bondholder that is not the sole beneficial owner of the Bonds, or a portion of the Bonds, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Bondholder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(viii)

where such withholding is imposed on a payment to or for an individual and is required to be made pursuant to Council Directive 2003/48/EC on the taxation of savings income or any other directive or law implementing or complying with, or introduced in order to conform to, such Directive, the ECOFIN Council meeting of 26-27 November 2000 or any other law implementing or complying with any arrangement entered into between the EU member states and certain third countries and territories in connection with such Directive (including, for the avoidance of doubt, any replacement directive or law); or

(ix)

to any combinations of paragraph (c) (i)-(viii).

(d)

Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees.

(e)

The Bond Trustee shall not have any responsibility with respect to obtaining information about the Bondholders or any other information relevant for the tax obligations referred to herein or with respect to any tax payable by any party pursuant to these Bond Terms.

8.5

Currency

(a)

All amounts payable under the Finance Documents shall be payable in the Bond Currency. If, however, the Bond Currency differs from the currency of the bank account connected to the Bondholder’s account in the CSD, any cash settlement may be exchanged and credited to this bank account.

(b)

Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder’s account in the CSD must be provided by the relevant Bondholder to the Paying Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder’s bank and the Paying Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay.

8.6

Set-off and counterclaims

The Issuer may not apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document.

INTEREST

9.1

Calculation of interest

(a)

Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period.

(b)

Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each (30/360-days basis), unless:

(i)

the last day in the relevant Interest Period is the 31^st calendar day but the first day of that Interest Period is a day other than the 30^th or the 31^stday of a month, in which case the month that includes that last day shall not be shortened to a 30–day month; or

(ii)

the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month.

9.2

Payment of interest

Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest Period and, with respect to accrued interest on the principal amount then due and payable, on each Repayment Date.

10.

REDEMPTION AND REPURCHASE OF BONDS

10.1

Redemption of Bonds

The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.

10.2

Voluntary early redemption - Call Option

(a)

The Issuer may redeem the Outstanding Bonds (in whole or in part) (the “Call Option”) on any Business Day from and including:

(i)

the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount;

(ii)

the First Call Date to, but not including, the Interest Payment Date in January 2026 at a price equal to 106.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount) (the “First Call Price”);

(iii)

the Interest Payment Date in January 2026 to, but not including, the Interest Payment Date in July 2026 at a price equal to 105.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount);

(iv)

the Interest Payment Date in July 2026 to, but not including, the Interest Payment Date in January 2027 at a price equal to 104.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount);

(v)

the Interest Payment Date in January 2027 to, but not including, the Interest Payment Date in July 2027 at a price equal to 103.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount);

(vi)

the Interest Payment Date in July 2027 to, but not including, the Interest Payment Date in January 2028 at a price equal to 102.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount); and

(vii)

the Interest Payment Date in January 2028 to, but not including, the Maturity Date at a price equal to 100.00 per cent. of the Nominal Amount for each redeemed Bond (plus accrued interest on the redeemed amount).

(b)

Any redemption of Bonds pursuant to paragraph (a) of this Clause 10.2 (Voluntary early redemption – Call Option) shall be determined based upon the redemption prices applicable on the Call Option Repayment Date.

(c)

The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at least 10 Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall calculate the Make Whole Amount and provide such calculation by written notice to the Bond Trustee as soon as possible and at the latest within 3 Business Days from the date of the notice.

(d)

Any notice in accordance with paragraph (c) above may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, in which case the exercise of the Call Option will be automatically cancelled unless such conditions precedent have been satisfied or waived at least 3 Business Days prior to such Call Option Repayment Date.

(e)

Any Call Option exercised in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

10.3

Mandatory repurchase due to a Put Option Event

(a)

Upon the occurrence of a Put Option Event, each Bondholder will have the right (the “Put Option”) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at a price equal to 101.00 per cent. of the Nominal Amount.

(b)

The Put Option must be exercised within 15 Business Days after the Issuer has given notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event). Once notified, the Bondholders’ right to exercise the Put Option is irrevocable.

(c)

Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the 5^th Business Day after the end of 15 Business Days exercise period referred to in paragraph (b) above. However, the settlement of the Put Option will be based on each Bondholders holding of Bonds at the Put Option Repayment Date.

(d)

If Bonds representing more than 90 per cent. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option Event), the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the price stated in paragraph (a) above by notifying the remaining Bondholders of its intention to do so no later than 10 Business Days after the Put Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.

10.4

Early redemption option due to a tax event

If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in applicable law implemented after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 40 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due.

10.5

Mandatory early redemption due to a Mandatory Redemption Event

Upon a Mandatory Redemption Event, the Issuer shall promptly, and in any event no later than on the date falling 2 Business Days after the Mandatory Redemption Event, redeem all of the Outstanding Bonds at a price equal to the Nominal Amount (plus accrued and unpaid interest).

10.6

Equity Clawback

(a)

The Issuer may, at any time from (but excluding) the Issue Date to (but excluding) the First Call Date, by written notice to the Bond Trustee no less than 10 Business Days and no more than 30 Business Days prior to the proposed Repayment Date use the net cash proceeds received by it from an equity offering to redeem up to 35 per cent. of the Outstanding Bond Amount at the First Call Price (the “Equity Clawback”). Any accrued and unpaid interest on the Bonds being redeemed shall be paid together with principal on the date of such early redemption, provided that such interest shall not be included in the calculation of the amount of Outstanding Bonds the Issuer is permitted to repay in accordance with this Clause 10.6 (Equity Clawback).

(b)

Any redemption notice given in respect of an Equity Clawback may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, in which case the exercise of the Equity Clawback will be automatically cancelled unless such conditions precedent have been satisfied or waived at least 3 Business Days prior to the proposed Equity Clawback Repayment Date.

(c)

Any redemption in accordance with this Clause 10.6 (Equity Clawback) will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

11.

PURCHASE AND TRANSFER OF BONDS

11.1

Group’s purchase of Bonds

The Issuer and the Group Companies may purchase and hold Bonds and such Bonds may be retained, or sold (but not discharged) in the Issuer’s sole discretion, including with respect to Bonds purchased pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event).

11.2

Restrictions

(a)

For 40 days from the Issue Date (the “Compliance Period”), the Bonds may only be reoffered, resold, pledged or otherwise transferred to (i) a non-U.S. person in an offshore transaction or (ii) a person whom the seller and/or any person acting on its behalf reasonably believes is a to be a “qualified institutional buyer” (“QIB”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)), in a transaction meeting the requirements of Rule 144A. Each person transferring Bonds during the Compliance Period is required to obtain a certificate from the transferee certifying as to such transferee’s status as a non-U.S. person or QIB, as the case may be.

(b)

After the expiration of the Compliance Period, Bondholders located in the United States will not be permitted to transfer the Bonds except (a) to the Issuer, (b) pursuant to an effective registration statement under the Securities Act, (c) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, in a transaction meeting the requirements of Rule 144A, (d) to a non-U.S. person in an offshore transaction satisfying the requirements of Rule 904 of Regulation S under the Securities Act, and (e) in accordance with Rule 144 under the Securities Act (if available) and (f) pursuant to any other available exemption from registration under the Securities Act.

(c)

Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible for ensuring compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense.

(d)

A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to these Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder.

11.3

Trading of the Bonds

(a)

The Bonds will be blocked for all trading in the CSD and all trading in the Bonds will be made through Euroclear and all buyers and sellers of Bonds must therefore have or open a securities account with Euroclear or have an agreement with an authorized nominee in Euroclear holding the Bonds on behalf of the subscriber or become a direct or sponsored member of Euroclear. No other International Central Securities Depository or other nominee can hold the Bonds in the CSD and may therefore not be a substitute to Euroclear.

(b)

The Bonds are intended to be treated as registered obligations issued through a dematerialized book entry system, and the right, title and interest of any Bondholder, assignee and participant and its successors and assigns in and to such obligations shall be transferable only through a book entry system operated by a foreign clearing organization for U.S. federal income tax purposes. This paragraph shall be construed so that the obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of U.S. Internal Revenue Code of 1986, as amended.

(c)

The Bonds shall only be offered to (i) non-“U.S. persons” in “offshore transactions” (each as defined in Rule 902 of Regulation S under the Securities Act), and (ii) to persons located in the United States, its territories and possessions that are reasonably believed to be QIBs in transactions meeting the requirements of an exemption from the registration requirements of the Securities Act. In addition to the application agreement that each investor will be required to execute, each U.S. investor that wishes to purchase Bonds will be required to execute and deliver to the Issuer a certification in a form to be provided by the Issuer stating, among other things, that the investor is a QIB or confirm that it is a QIB.

(d)

The Bonds may not be purchased by, or for the benefit of, persons resident in Canada.

12.

INFORMATION UNDERTAKINGS

12.1

Financial Reports

(a)

The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 4 months after the end of the financial year.

(b)

The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 2 months after the end of each quarter ending on 31 March, 30 June and 30 September.

12.2

Requirements as to Financial Reports

(a)

The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 12.1 (Financial Reports), a Compliance Certificate with a copy of the Financial Reports attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying that said Financial Reports fairly presents in all material respects the financial condition of the Issuer and its consolidated Subsidiaries as of the date of the relevant Financial Report and their results of operations for the period covered thereby, in accordance with the Accounting Standard, and setting out (in reasonable detail) computations evidencing compliance with Clause 13.14 (Financial covenants) as at such date.

(b)

The Issuer shall procure that the Financial Reports delivered pursuant to Clause 12.1 (Financial Reports) are in all material respects prepared using the Accounting Standard consistently applied.

12.3

Put Option Event

The Issuer shall promptly inform the Bond Trustee in writing after becoming aware that a Put Option Event has occurred.

12.4

Listing Failure Event

The Issuer shall promptly inform the Bond Trustee in writing if a Listing Failure Event has occurred. However, no Event of Default shall occur if the Issuer fails (i) to list the Bonds in accordance with Clause 4 (Admission to Listing) or (ii) to inform of such Listing Failure Event, and such failure shall result in the accrual of default interest in accordance with paragraph (c) of Clause 8.2 (Default interest) for as long as such Listing Failure Event is continuing.

12.5

Information: Miscellaneous

The Issuer shall:

(a)

promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it;

(b)

at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best of its knowledge, having made due and appropriate enquiries);

(c)

send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share capital or equity;

(d)

if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange;

(e)

if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating of the Bonds, and any changes to such rating;

(f)

inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and

(g)

within a reasonable time, provide such information about the Issuer’s and the Group’s business, assets and financial condition as the Bond Trustee may reasonably request.

13.

GENERAL AND FINANCIAL UNDERTAKINGS

The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13 (General and Financial Undertakings).

13.1

Authorisations

The Issuer shall, and shall ensure that each Group Company will, in all respects obtain, maintain and comply with the terms of any authorisation, approval, license and consent required for the conduct of its business as carried out from time to time, except where the failure to so obtain, maintain and comply would not have a Material Adverse Effect.

13.2

Compliance with laws

The Issuer shall ensure that each Group Company will, comply with all laws and regulations to which it may be subject from time to time except where the failure to so comply would not have a Material Adverse Effect.

13.3

Continuation of business

The Issuer shall procure that no material change is made to the general nature of the Group’s business from that carried on by the Group at the Issue Date, other than businesses reasonably related thereto (including, for the avoidance of doubt, related to the generation of energy offshore) or similar, complementary thereto, or which constitute a reasonable extension thereof.

13.4

Corporate status

The Issuer shall not change its type of organisation or jurisdiction of incorporation.

13.5

Anti-corruption and sanctions

(a)

The Issuer shall ensure that each Group Company will:

(i)

ensure that no proceeds from the issuance of the Bonds are used directly or indirectly for any purpose which would breach any applicable acts, regulations or laws on bribery, corruption or similar; and

(ii)

conduct its businesses and maintain policies and procedures in compliance with applicable anti-corruption laws.

(b)

The Issuer shall adopt and maintain policies intended to ensure that no Group Company will engage in any conduct prohibited by any applicable sanctions.

13.6

Mergers and de-mergers

(a)

The Issuer shall not, and shall procure that no other Group Company will, carry out:

(i)

any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer or any other Group Company with any other person other than a Group Company; or

(ii)

any demerger or other corporate reorganisation having the same or equivalent effect as a demerger involving the Issuer or any Group Company;

in each case if such merger, demerger, combination or reorganisation would have a Material Adverse Effect.

13.7

Financial Indebtedness

The Issuer shall not, and shall ensure that no other Group Company will, incur, create, maintain or permit to subsist any additional Financial Indebtedness other than any Permitted Financial Indebtedness.

13.8

Negative pledge

The Issuer shall not, and shall ensure that no other Group Company shall, create or permit to subsist any Security over any of its assets or enter into arrangements having a similar effect other than Permitted Security.

13.9

Financial Support restrictions

The Issuer shall not, and shall ensure that no other Group Company shall, grant any Financial Support to or for the benefit of any person, other than Permitted Financial Support.

13.10

Distributions

The Issuer shall not and shall ensure that no other Group Company shall, make any Distributions other than a Permitted Distribution.

13.11

Disposals

The Issuer shall not, and shall procure that no Group Company will, sell, transfer or otherwise dispose of all or substantially all of the Group’s assets (including shares or other securities in any person) or operations (taken as a whole), if such disposal would have a Material Adverse Effect.

13.12

Arm’s length transactions

The Issuer shall ensure that no Group Company shall, engage, directly or indirectly, in any transaction with any party, except (a) with respect to transactions (i) between Group Companies constituting wholly owned Subsidiaries of the Issuer (without regard to directors qualifying shares), or (ii) between the Issuer and any Group Companies constituting wholly owned Subsidiaries of the Issuer (without regard to directors qualifying shares), or (b) on an arm’s length basis (or better from the perspective of a Group Company).

13.13

Insurances

The Issuer shall procure that each Group Company shall maintain customary insurance or captive arrangements with respect to its vessels and other assets, equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice for shipping companies with financially sound and reputable insurance companies, funds or underwriters.

13.14

Financial Covenants

(a)

The Issuer shall on a consolidated basis comply with the following Financial Covenants during the term of the Bonds:

(i)

maintain minimum Free Liquidity of not less than the higher of (A) USD 20,000,000 and (B) an amount equal to 10 per cent. of Net Interest Bearing Debt; and

(ii)

an Equity Ratio of not less than 30 per cent.

(b)

The Issuer undertakes to comply with the requirement for Free Liquidity at all times and the requirement for Equity Ratio on each Quarter Date.

(c)

If the Issuer fails (or would otherwise fail) to comply with any Financial Covenant as at any Quarter Date (or on any date, in the case of the required Free Liquidity), and the Issuer receives cash proceeds in the form of new equity or a Subordinated Loan (the “Cure Amount”) within 20 Business Days of the date on which the relevant Financial Report is due in accordance with Clause 12.1 (Financial Reports), then such Financial Covenant shall be recalculated after giving effect to the following pro forma adjustments:

(i)

the Free Liquidity shall be increased by an amount equal to the Cure Amount; and

(ii)

each of Equity and Total Assets shall be increased by an amount equal to the Cure Amount,

and if, after giving effect to the foregoing recalculations, the Issuer is in compliance with the requirements of all Financial Covenants, the Issuer shall be deemed to have satisfied the requirements of such Financial Covenants for such Quarter Date as though there had been no failure to comply with such requirement, and the applicable breach or default of such Financial Covenants which had occurred shall be deemed to have been prevented or cured.

(d)

The Issuer shall be limited to a maximum of 3 financial covenant cures of actual failures to satisfy the Financial Covenants during the term of the Bonds, and only 2 consecutive financial covenant cures are permitted.

13.15

Incurrence Test

(a)

The Incurrence Test is met if, with respect to the making of any Distribution:

(A)

the Free Liquidity of the Group is minimum USD 75,000,000; and

(B)

the Net Leverage Ratio of the Group is less than 3.00 to 1.00,

and in each case no Event of Default is continuing or would result from the making of that Distribution.

(b)

The requirements forming part of any Incurrence Test shall be:

(i)

calculated at a testing date determined by the Issuer falling no earlier than the most recent Quarter Date prior to the event in respect of which the Incurrence Test shall be made;

(ii)

unless otherwise set out below:

(A)

tested with reference to the relevant Financial Report(s) and any Compliance Certificate(s) relating thereto; and

(B)

calculated in accordance with the Accounting Standard, accounting practices and financial reference periods consistent with those applied in its previous Financial Reports published (or delivered) pursuant to the terms hereof.

(c)

For the purpose of calculating the requirements forming part of any Incurrence Test, EBITDA shall be calculated on a four quarter rolling basis by reference to the amount of EBITDA derived from the relevant Financial Report(s) for the relevant four quarter period (and in any Compliance Certificate(s) relating thereto), but adjusted so that any asset, company, business or undertaking acquired or disposed of by the Group during such period, or after the end of that period but on or before the relevant testing date, shall be included or excluded (as applicable) pro forma for the entire period.

14.

EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS

14.1

Events of Default

Each of the events or circumstances set out in this Clause 14.1 shall constitute an Event of Default:

(a)

Non-payment

The Issuer fails to pay any amount payable by it under the Finance Documents when such amount is due for payment, unless:

(i)

its failure to pay is caused by administrative or technical error in payment systems or the CSD and payment is made within 5 Business Days following the original due date; or

(ii)

in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely that such payment will be made in full within 5 Business Days following the original due date.

(b)

Breach of other obligations

The Issuer does not comply with any provision of the Finance Documents other than set out under paragraph (a) (Non-payment) above, unless such failure is capable of being remedied and is remedied within 20 Business Days after the earlier of the Issuer’s actual knowledge thereof, or notice thereof is given to the Issuer by the Bond Trustee.

(c)

Misrepresentation

Any representation, warranty or statement (including statements in Compliance Certificates) made by the Issuer under or in connection with any Finance Documents is or proves to have been incorrect, inaccurate or misleading in any material respect as of the date when made.

(d)

Cross acceleration

If for any Group Company:

(i)

any Financial Indebtedness is not paid when due nor within any applicable grace period; or

(ii)

any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described),

provided however that the aggregate amount of such Financial Indebtedness falling within paragraphs (i) or (ii) above exceeds a total of USD 20,000,000 (or the equivalent thereof in any other currency).

(e)

Insolvency and insolvency proceedings

Any Group Company:

(i)

is Insolvent and the aggregate amount of liabilities affected by such insolvency exceeds a total of USD 20,000,000 (or the equivalent thereof in any other currency); or

(ii)

is object of any corporate action or any legal proceedings is taken in relation to:

(A)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than a solvent liquidation or reorganisation, and the aggregate amount of liabilities affected thereby exceeds a total of USD 20,000,000 (or the equivalent thereof in any other currency); or

(B)

a composition, compromise, assignment or arrangement with any creditor which may materially impair the Issuer’s ability to perform its payment obligations under these Bond Terms; or

(C)

the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets, and the aggregate value of the assets affected thereby exceeds a total of USD 20,000,000 (or the equivalent thereof in any other currency); or

(D)

enforcement of any Security over any of its or their assets having an aggregate value exceeding a total of USD 20,000,000 (or the equivalent thereof in any other currency); or

(E)

for paragraphs (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company,

however, this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement.

(f)

Creditor’s process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Group Company having an aggregate value exceeding a total of USD 20,000,000 (or the equivalent thereof in any other currency) and is not discharged within 20 Business Days.

(g)

Unlawfulness

It is or becomes unlawful for the Issuer to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair:

(i)

the ability of the Issuer to perform its obligations under these Bond Terms; or

(ii)

the ability of the Bond Trustee to exercise any material right or power vested to it under the Finance Documents.

14.2

Acceleration of the Bonds

If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the Bondholders pursuant to Clause 14.3 (Bondholders’ instructions) below, by serving a Default Notice to the Issuer:

(a)

declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(b)

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents.

14.3

Bondholders’ instructions

The Bond Trustee shall serve a Default Notice pursuant to Clause 14.2 (Acceleration of the Bonds) if:

(a)

the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders’ Meeting has not made a resolution to the contrary; or

(b)

the Bondholders’ Meeting, by a simple majority decision, has approved the declaration of an Event of Default.

14.4

Calculation of claim

The claim derived from the Outstanding Bonds due for payment as a result of the serving of a Default Notice will be calculated at the call prices set out in Clause 10.2 (Voluntary early redemption – Call Option), as applicable at the following dates (and regardless of the Default Repayment Date):

(a)

for any Event of Default arising out of a breach of Clause 14.1 (Events of Default) paragraph (a) (Non-payment), the claim will be calculated at the call price applicable at the date when such Event of Default occurred; and

(b)

for any other Event of Default, the claim will be calculated at the call price applicable at the date when the Default Notice was served by the Bond Trustee.

However, if the situations described in paragraph (a) or (b) above takes place prior to the First Call Date, the calculation shall be based on the call price applicable on the First Call Date.

15.

BONDHOLDERS’ DECISIONS

15.1

Authority of the Bondholders’ Meeting

(a)

A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes.

(b)

The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment shall be reduced unless there is a pro rata reduction of the principal that has not fallen due, but may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal.

(c)

The Bondholders’ Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders.

(d)

Subject to the power of the Bond Trustee to take certain action as set out in Clause 16.1 (Power to represent the Bondholders), if a resolution by, or an approval of, the Bondholders is required, such resolution may be passed at a Bondholders’ Meeting. Resolutions passed at any Bondholders’ Meeting will be binding upon all Bondholders.

(e)

At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting for a quorum to be present.

(f)

Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders’ Meeting, unless otherwise set out in paragraph (g) below.

(g)

Save for any amendments or waivers which can be made without resolution pursuant to paragraph (a), section (i) and (ii) of Clause 17.1 (Procedure for amendments and waivers), a majority of at least 2/3 of the Voting Bonds represented at the Bondholders’ Meeting is required for approval of any waiver or amendment of these Bond Terms.

15.2

Procedure for arranging a Bondholders’ Meeting

(a)

A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in writing of:

(i)

the Issuer;

(ii)

Bondholders representing at least 1/10 of the Voting Bonds;

(iii)

the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or

(iv)

the Bond Trustee.

The request shall clearly state the matters to be discussed and resolved.

(b)

If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days after having received a valid request for calling a Bondholders’ Meeting pursuant to paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself.

(c)

Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform).

(d)

Any Summons for a Bondholders’ Meeting must clearly state the agenda for the Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders’ Meeting in the Summons. If the Summons contains proposed amendments to these Bond Terms, a description of the proposed amendments must be set out in the Summons.

(e)

Items which have not been included in the Summons may not be put to a vote at the Bondholders’ Meeting.

(f)

By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring or dispose of Bonds during the period from the date of the Summons until the date of the Bondholders’ Meeting, unless the acquisition of Bonds is made by the Issuer pursuant to Clause 10 (Redemption and Repurchase of Bonds).

(g)

A Bondholders’ Meeting may be held on premises selected by the Bond Trustee, or if paragraph (b) above applies, by the person convening the Bondholders’ Meeting (however to be held in the capital of the Relevant Jurisdiction). The Bondholders’ Meeting will be opened and, unless otherwise decided by the Bondholders’ Meeting, chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders’ Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders’ Meeting (the Bond Trustee or such other representative, the “Chairperson”).

(h)

Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a Bondholder, shall have the right to attend the Bondholders’ Meeting (each a “Representative”). The Chairperson may grant access to the meeting to other persons not being Representatives, unless the Bondholders’ Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt with regard to whether a person is a Representative or entitled to vote, the Chairperson will decide who may attend the Bondholders’ Meeting and exercise voting rights.

(i)

Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer’s Bonds (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting.

(j)

Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairperson. The minutes must state the number of Voting Bonds represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes shall be signed by the Chairperson and at least one other person. The minutes will be deposited with the Bond Trustee who shall make available a copy to the Bondholders and the Issuer upon request.

(k)

The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are published on the website of the Bond Trustee (or other relevant electronically platform or press release).

(l)

The Issuer shall bear the costs and expenses incurred in connection with convening a Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting, including any reasonable costs and fees incurred by the Bond Trustee.

15.3

Voting rules

(a)

Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 3.3 (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted evidence of ownership of Voting Bonds.

(b)

Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds.

(c)

For the purposes of this Clause 15 (Bondholders’ decisions), a Bondholder that has a Bond registered in the name of a nominee will, in accordance with Clause 3.3 (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee. No vote may be cast by any nominee if the Bondholder has presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by the nominee for the same Bonds.

(d)

Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.

15.4

Repeated Bondholders’ Meeting

(a)

Even if the necessary quorum set out in paragraph (e) of Clause 15.1 (Authority of the Bondholders’ Meeting) is not achieved, the Bondholders’ Meeting shall be held and voting completed for the purpose of recording the voting results in the minutes of the Bondholders’ Meeting. The Bond Trustee or the person who convened the initial Bondholders’ Meeting may, within 10 Business Days of that Bondholders’ Meeting, convene a repeated meeting with the same agenda as the first meeting.

(b)

The provisions and procedures regarding Bondholders’ Meetings as set out in Clause 15.1 (Authority of the Bondholders’ Meeting), Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and Clause 15.3 (Voting rules) shall apply mutatis mutandis to a repeated Bondholders’ Meeting, with the exception that the quorum requirements set out in paragraph (e) of Clause 15.1 (Authority of the Bondholders’ Meeting) shall not apply to a repeated Bondholders’ Meeting. A Summons for a repeated Bondholders’ Meeting shall also contain the voting results obtained in the initial Bondholders’ Meeting.

(c)

A repeated Bondholders’ Meeting may only be convened once for each original Bondholders’ Meeting. A repeated Bondholders’ Meeting may be convened pursuant to the procedures of a Written Resolution in accordance with Clause 15.5 (Written Resolutions), even if the initial meeting was held pursuant to the procedures of a Bondholders’ Meeting in accordance with Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and vice versa.

15.5

Written Resolutions

(a)

Subject to these Bond Terms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 15.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly.

(b)

The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.

(c)

The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.

(d)

The provisions set out in Clause 15.1 (Authority of the Bondholders’ Meeting), 15.2 (Procedure for arranging a Bondholders’ Meeting), Clause 15.3 (Voting rules) and Clause 15.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:

(i)

the provisions set out in paragraphs (g), (h) and (i) of Clause 15.2 (Procedure for arranging Bondholders Meetings); or

(ii)

provisions which are otherwise in conflict with the requirements of this Clause 15.5 (Written Resolution),

shall not apply to a Written Resolution.

(e)

The Summons for a Written Resolution shall include:

(i)

instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and

(ii)

the time limit within which the Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority (the “Voting Period”), which shall be at least 10 Business Days but not more than 15 Business Days from the date of the Summons.

(f)

Only Bondholders of Voting Bonds registered with the CSD on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights), will be counted in the Written Resolution.

(g)

A Written Resolution is passed when the requisite majority set out in paragraph (e) or paragraph (f) of Clause 15.1 (Authority of Bondholders’ Meeting) has been obtained, based on a quorum of the total number of Voting Bonds, even if the Voting Period has not yet expired. A Written Resolution will also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period.

(h)

The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being obtained.

(i)

If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the close of business on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (e) to (g) of Clause 15.1 (Authority of Bondholders’ Meeting).

16.

THE BOND TRUSTEE

16.1

Power to represent the Bondholders

(a)

The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others.

(b)

The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the Finance Documents.

16.2

The duties and authority of the Bond Trustee

(a)

The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders.

(b)

The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the Finance Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms.

(c)

The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction.

(d)

The Bond Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents.

(e)

The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on separated accounts.

(f)

The Bond Trustee shall facilitate that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other Finance Document, or any applicable law.

(g)

Notwithstanding any other provision of the Finance Documents to the contrary, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation.

(h)

If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in:

(i)

complying with instructions of the Bondholders; or

(ii)

taking any action at its own initiative,

will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 16.4 (Expenses, liability and indemnity), the Bond Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require.

(i)

The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its obligations under the Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Bond Trustee under the Finance Documents.

(j)

The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal value in order to facilitate partial redemptions, write-downs or restructurings of the Bonds or in other situations where such split is deemed necessary.

16.3

Equality and conflicts of interest

(a)

The Bond Trustee shall not make decisions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents.

(b)

The Bond Trustee may act as agent, trustee, representative and/or security agent for several bond issues relating to the Issuer notwithstanding potential conflicts of interest. The Bond Trustee is entitled to delegate its duties to other professional parties.

16.4

Expenses, liability and indemnity

(a)

The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms.

(b)

The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss.

(c)

Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person.

(d)

The Bond Trustee shall not be considered to have acted negligently in:

(i)

acting in accordance with advice from or opinions of reputable external experts; or

(ii)

taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is in the interests of the Bondholders.

(e)

The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents.

(f)

The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. The Bond Trustee’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement.

(g)

The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents.

(h)

Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to the Issuer or any Group Company, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds.

(i)

As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 14.3 (Bondholders’ instructions) or Clause 15.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

16.5

Replacement of the Bond Trustee

(a)

The Bond Trustee may be replaced by a majority of 2/3 of Voting Bonds in accordance with the procedures set out in Clause 15 (Bondholders’ Decisions), and the Bondholders may resolve to replace the Bond Trustee without the Issuer’s approval.

(b)

The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in which case a successor Bond Trustee shall be elected pursuant to this Clause 16.5 (Replacement of the Bond Trustee), initiated by the retiring Bond Trustee.

(c)

If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned and a successor Bond Trustee shall be appointed in accordance with this Clause 16.5 (Replacement of the Bond Trustee). The Issuer may appoint a temporary Bond Trustee until a new Bond Trustee is elected in accordance with paragraph (a) above.

(d)

The change of Bond Trustee shall only take effect upon execution of all necessary actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring Bond Trustee shall be discharged from any further obligation in respect of the Finance Documents from the change takes effect, but shall remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any unpaid fees or expenses under the Finance Documents before the change has taken place.

(e)

Upon change of Bond Trustee, the Issuer shall co-operate in all reasonable manners without delay to replace the retiring Bond Trustee with the successor Bond Trustee and release the retiring Bond Trustee from any future obligations under the Finance Documents and any other documents.

17.

AMENDMENTS AND WAIVERS

17.1

Procedure for amendments and waivers

(a)

The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that:

(i)

such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes;

(ii)

such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority; or

(iii)

such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 15 (Bondholders’ Decisions).

17.2

Authority with respect to documentation

If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required.

17.3

Notification of amendments or waivers

(a)

The Bond Trustee shall as soon as possible notify the Bondholders of any amendments or waivers made in accordance with this Clause 17 (Amendments and waivers), setting out the date from which the amendment or waiver will be effective, unless such notice according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure that any amendment to these Bond Terms is duly registered with the CSD.

(b)

Prior to agreeing to an amendment or granting a waiver in accordance with paragraph (a)(i) of Clause 17.1 (Procedure for amendments and waivers), the Bond Trustee may inform the Bondholders of such waiver or amendment at a relevant information platform.

18.

MISCELLANEOUS

18.1

Limitation of claims

All claims under the Finance Documents for payment, including interest and principal, will be subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction.

18.2

Access to information

(a)

These Bond Terms will be made available to the public and copies may be obtained from the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to distribute any other information to the Bondholders or any other person, and the Bondholders have no right to obtain information from the Bond Trustee, other than as explicitly stated in these Bond Terms or pursuant to statutory provisions of law.

(b)

In order to carry out its functions and obligations under these Bond Terms, the Bond Trustee will have access to the relevant information regarding ownership of the Bonds, as recorded and regulated with the CSD.

(c)

The information referred to in paragraph (b) above may only be used for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disclose such information to any Bondholder or third party unless necessary for such purposes.

18.3

Notices, contact information

(a)

Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such notice or communication will be deemed to be given or made via the CSD, when sent from the CSD.

(b)

The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange (if the Bonds are listed).

(c)

Notwithstanding paragraph (a) above and provided that such written notification does not require the Bondholders to take any action under the Finance Documents, the Issuer’s written notifications to the Bondholders may be published by the Bond Trustee on a relevant information platform only.

(d)

Unless otherwise specifically provided, all notices or other communications under or in connection with these Bond Terms between the Bond Trustee and the Issuer will be given or made in writing, by letter or e-mail. Any such notice or communication will be deemed to be given or made as follows:

(i)

if by letter, when delivered at the address of the relevant party;

(ii)

if by e-mail, when received; and

(iii)

if by publication on a relevant information platform, when published.

(e)

The Issuer and the Bond Trustee shall each ensure that the other party is kept informed of changes in postal address, e-mail address, telephone numbers and contact persons.

(f)

When determining deadlines set out in these Bond Terms, the following will apply (unless otherwise stated):

(i)

if the deadline is set out in days, the first day of the relevant period will not be included and the last day of the relevant period will be included;

(ii)

if the deadline is set out in weeks, months or years, the deadline will end on the day in the last week or the last month which, according to its name or number, corresponds to the first day the deadline is in force. If such day is not a part of an actual month, the deadline will be the last day of such month; and

(iii)

if a deadline ends on a day which is not a Business Day, the deadline is postponed to the next Business Day.

18.4

Defeasance

(a)

Subject to paragraph (b) below and provided that:

(i)

an amount sufficient for the payment of principal and interest on the Outstanding Bonds to the relevant Repayment Date (including, to the extent applicable, any premium payable upon exercise of a Call Option), and always subject to paragraph (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the Bond Trustee (the “Defeasance Account”);

(ii)

the Defeasance Account is irrevocably pledged and blocked in favour of the Bond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”); and

(iii)

the Bond Trustee has received such legal opinions and statements reasonably required by it, including (but not necessarily limited to) with respect to the validity and enforceability of the Defeasance Pledge,

then;

(A)

the Issuer will be relieved from its obligations under paragraph (a) of Clause 12.2 (Requirements as to Financial Reports), Clause 12.3 (Put Option Event), Clause 12.5 (Information: Miscellaneous) and Clause 13 (General and Financial Undertakings).

(b)

The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are repaid and discharged in full.

(c)

The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to be deposited to the Defeasance Account in its discretion, applying such buffer amount as it deems necessary.

A defeasance established according to this Clause 18.4 (Defeasance) may not be reversed.

19.

GOVERNING LAW AND JURISDICTION

19.1

Governing law

These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its conflict of law provisions.

19.2

Main jurisdiction

The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court.

19.3

Alternative jurisdiction

This Clause 19 (Governing law and jurisdiction) is for the exclusive benefit of the Bond Trustee and the Bondholders and the Bond Trustee have the right:

(a)

to commence proceedings against the Issuer or any of its assets in any court in any jurisdiction; and

(b)

to commence such proceedings, including enforcement proceedings, in any competent jurisdiction concurrently.

19.4

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, the Issuer:

(i)

irrevocably appoints Tidewater Rederi AS (registration number 979 212 658) as its agent for service of process in relation to any proceedings in connection with these Bond Terms; and

(ii)

agrees that failure by an agent for service of process to notify the Issuer of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Issuer must immediately (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Bond Trustee. Failing this, the Bond Trustee may appoint another agent for this purpose.

-----000-----

These Bond Terms have been executed in two originals, of which the Issuer and the Bond Trustee shall retain one each.

SIGNATURES:

The Issuer:		As Bond Trustee:
Tidewater Inc.		Nordic Trustee AS
/s/ Quintin Keen		/s/ Lars Erik Laerum
By: Quintin Kneen		By: Lars Erik Laerum
Position: President & Chief Executive Officer		Position: Authorised Signatory

ATTACHMENT 1
COMPLIANCE CERTIFICATE

[date]

Tidewater Inc. 10.375% bonds 2023/2028 ISIN NO0012952227

We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond Trustee on behalf of the Bondholders and the undersigned as Issuer. Pursuant to Clause 12.2 of the Bond Terms, a Compliance Certificate shall be issued in connection with each delivery of Financial Reports to the Bond Trustee.

This letter constitutes the Compliance Certificate for the period [●].

Capitalised terms used herein will have the same meaning as in the Bond Terms.

With reference to Clause 12.2 (Requirements as to Financial Reports), we hereby certify that the Financial Report delivered under cover of this Compliance Certificate fairly presents in all material respects the financial condition of the Issuer and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with the Accounting Standard. Copies of our latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed.

[The Financial Covenants set out in Clause 13.14 (Financial Covenants) are satisfied, please see the calculations and figures in respect of the ratios attached hereto.]

[The Incurrence Test set out in Clause 13.15 (Incurrence Test) is satisfied, please see the calculations and figures in respect of the ratios attached hereto.]

We confirm that, to the best of our knowledge, [no Event of Default has occurred or is continuing as of the date hereof] / [no Event of Default is continuing or would result from the event for which the Incurrence Test is applied].

Yours faithfully,

Tidewater Inc.

Name of authorised person

Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation]

Exhibit 10.1

Execution Version

CREDIT AGREEMENT

PROVIDING FOR A SENIOR SECURED TERM LOAN OF

US$325,000,000

TDW INTERNATIONAL VESSELS (UNRESTRICTED), LLC,

as Borrower,

TIDEWATER INC.,

as Parent Guarantor,

THE BANKS AND FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO,

as Lenders,

DNB BANK ASA, NEW YORK BRANCH,
as Facility Agent, Security Trustee and ECA Coordinator,

and

DNB MARKETS, INC.,

as Bookrunner and Mandated Lead Arranger

as of June 30, 2023

Table of Contents

Page

1.	DEFINITIONS		1
	1.1	Specific Definitions	1
	1.2	Computation of Time Periods; Other Definitional Provisions	41
	1.3	Accounting Terms	41
	1.4	Certain Matters Regarding Materiality	42
	1.5	Forms of Documents	42
	1.6	Rates	42
2.	REPRESENTATIONS AND WARRANTIES		42
	2.1	Representations and Warranties	42
3.	THE LOAN		47
	3.1	Purpose	47
	3.2	Making of the Loan	48
	3.3	Drawdown Notice	48
	3.4	Effect of Drawdown Notice	48
	3.5	Funding by Lenders	48
	3.6	Notes	48
	3.7	Presumption by the Facility Agent	48
4.	CONDITIONS		49
	4.1	Conditions Precedent to the Obligations of the Lenders under this Agreement	49
	4.2	Further Conditions Precedent	52
	4.3	Breakfunding Costs	52
	4.4	Satisfaction after Drawdown	52
	4.5	Conditions Subsequent	52
5.	REPAYMENT AND PREPAYMENT		53
	5.1	Repayment	53
	5.2	Voluntary Prepayment	55
	5.3	Borrower’s Obligations Absolute	55
	5.4	Mandatory Prepayment	55
	5.5	Interest and Costs with Prepayments/Application of Prepayments	56
6.	INTEREST AND RATE		56
	6.1	Applicable Rate	56
	6.2	Default Rate	56
	6.3	Interest Payments	56
	6.4	Benchmark Replacement Setting	57

7.	PAYMENTS		58
	7.1	Place of Payments, No Set Off	58
	7.2	Tax Credits	60
	7.3	Computations; Banking Day	60
	7.4	Defaulting Lenders	61
8.	EVENTS OF DEFAULT		62
	8.1	Events of Default	62
	8.2	Application of Moneys	64
9.	COVENANTS		65
	9.1	Affirmative Covenants	65
	9.2	Negative Covenants	71
	9.3	Financial Covenants and Equity Cure	73
	9.4	Vessel Maintenance Test	73
10.	ASSIGNMENT		74
11.	ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.		74
	11.1	Illegality	74
	11.2	Increased Costs	75
	11.3	Market disruption	76
	11.4	Notification of market disruption	76
	11.5	Alternative rate of interest during market disruption	76
	11.6	Lender's Certificate Conclusive	76
	11.7	Compensation for Losses	76
	11.8	[Reserved]	76
12.	CURRENCY INDEMNITY		76
	12.1	Currency Conversion	76
	12.2	Change in Exchange Rate	77
	12.3	Additional Debt Due	77
	12.4	Rate of Exchange	77
13.	FEES AND EXPENSES		77
	13.1	Fees	77
	13.2	Expenses	77
14.	THE FACILITY AGENT AND SECURITY TRUSTEE		77
	14.1	Appointment of Facility Agent	77
	14.2	Appointment of Security Trustee	78

	14.3	Distribution of Payments	78
	14.4	Holder of Interest in Note	78
	14.5	No Duty to Examine, Etc.	78
	14.6	Facility Agent and Security Trustee as Lender or Hedging Bank	78
	14.7	Acts of the Facility Agent and Security Trustee	78
	14.8	Certain Amendments	80
	14.9	Assumption re Event of Default	80
	14.10	Limitations of Liability	80
	14.11	Indemnification of the Facility Agent and Security Trustee	81
	14.12	Consultation with Counsel	81
	14.13	Resignation	81
	14.14	Representations of Lenders	81
	14.15	Notification of Event of Default	81
	14.16	No Other Duties	81
	14.17	Erroneous Payments	82
15.	APPLICABLE LAW, JURISDICTION AND WAIVER		83
	15.1	Applicable Law	83
	15.2	Jurisdiction	83
	15.3	WAIVER OF JURY TRIAL	83
16.	NOTICES AND DEMANDS		84
17.	MISCELLANEOUS		84
	17.1	Time of Essence	84
	17.2	Unenforceable, etc., Provisions–Effect	84
	17.3	References	84
	17.4	Further Assurances	85
	17.5	Prior Agreements, Merger	85
	17.6	Entire Agreement; Amendments	85
	17.7	Facility Agent to Maintain Register	85
	17.8	Assumption re Event of Default	85
	17.9	Indemnification	86
	17.10	USA Patriot Act Notice; OFAC and Bank Secrecy Act	86
	17.11	Headings	86
	17.12	WAIVER OF IMMUNITY	87
	17.13	Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	87
	17.14	Publication	87
	17.15	Confidentiality	87
	17.16	Specified Transactions	88

iii

18.	GUARANTY AND INDEMNITY		89
	18.1	Guarantee and Indemnity	89
	18.2	Continuing Guarantee	89
	18.3	Reinstatement	89
	18.4	Waiver of Defenses	90
	18.5	Other Waivers	90
	18.6	Acknowledgment of Benefits	91
	18.7	Immediate Recourse	91
	18.8	Appropriations	91
	18.9	Deferral of Guarantors’ Rights	91
	18.10	Additional Security	92
	18.11	Independent Obligations	92
	18.12	Limitation of Liability	92

EXHIBITS

A-1	Form of Note (Tranche A)
A-2	Form of Note (Tranche B)
B	Form of Compliance Certificate
C	Form of Drawdown Notice
D	Form of Norwegian Mortgage
E	Form of Earnings Assignment
F	[Reserved]
G	Form of Insurances Assignment
H	Form of Credit Support Share Charge
I	Form of Guarantor Share Pledge
J	Form of Borrower Share Pledge
K	Form of Assignment and Assumption Agreement

SCHEDULES

1	Lenders and Commitments
2	Security Vessel Owner and Credit Support Vessel Owner
3	Security Vessels and Credit Support Vessels
9.1(p)	Required Insurances
17.16	Specified Transactions

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is made as of the 30^thday of June, 2023, by and among (1) TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company (the “Borrower”), (2) Tidewater Inc., a corporation incorporated and existing under the laws of the State of Delaware, as parent guarantor (the “Parent Guarantor”), (3) the banks and financial institutions listed on Schedule 1, as lenders (the “Original Lenders” and together with any bank or financial institution which becomes a Lender pursuant to Section 10 hereof, the “Lenders”), and (4) DNB Bank ASA, New York Branch (“DNB”), as facility agent for the Lenders (in such capacity, the “Facility Agent”) and as security trustee for the Secured Creditors (in such capacity, the “Security Trustee”).

WITNESSETH THAT:

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders have agreed to make available to the Borrower a senior secured term loan in the aggregate principal amount of Three Hundred Twenty-Five Million Dollars (US$325,000,000.00) to, among other things, partially finance the purchase price of the Security Vessels.

NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the parties hereto agree as follows:

1.             DEFINITIONS.

1.1           Specific Definitions. In this Agreement the words and expressions specified below shall, except where the context otherwise requires, have the meanings attributed to them below:

“ABR”

means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Rate in effect on such day plus 0.50%, and (c) 1.00%.  Any change in the ABR due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively;

“Acceptable Replacement Manager”

means any Person that satisfies the following conditions:

(a) is a professional manager that manages or operates a fleet of at least ten (10) Vessels;

(b) has a management team and workforce that, in either case, is experienced in the business of operating vessels of a similar type to the applicable Vessel, in a comparable jurisdiction to the applicable Vessel and has been employed in the same or substantially the same industry as the applicable Vessel; and

(c) is capable of performing the daily operations related to the applicable Vessel as performed by the existing Approved Manager for such Vessel;

	provided that any Acceptable Replacement Manager must also (i) satisfy any applicable and necessary “know your customer” requirements of the Creditors that have been reasonably requested and (ii) provide an Approved Manager’s Undertaking or Insurance Subordination Undertaking, to the extent applicable;

“Acquired Debt”	means with respect to any specified Person, (a) Financial Indebtedness of any other Person existing at the time it is merged with or into or became a Subsidiary of such specified Person; or (b) Financial Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that, in each case, such Financial Indebtedness was not incurred in connection with, or in contemplation of, such Person merging with or into or becoming a Subsidiary of such Person, or such encumbered asset being acquired by such Person;

“Acquisition Agreement”	means that certain Agreement for the Sale and Purchase of Vessels, Charter Parties and other Assets dated March 7, 2023, and made by and among the Borrower, the Parent Guarantor, and the sellers party thereto, as amended, modified or supplemented from time to time (including by that certain Side Letter dated June 20, 2023);

“Affected Financial Institution”	means (a) any EEA Financial Institution or (b) any other financial institution;
“Affiliate(s)”	means, with respect to a specified Person, another Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any Person means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of that Person whether through ownership of voting securities or by contract or otherwise;

“Aggregate Security Vessel Value”	means, at any time of determination, the sum (without duplication) of (a) the aggregate of the Fair Market Values of the Security Vessels, and (b) all cash collateral pledged pursuant to Section 9.4;

“Aggregate Vessel Value”	means, at any time of determination, the sum (without duplication) of (a) the aggregate of the Fair Market Values of the Security Vessels and the Credit Support Vessels at such time, and (b) all cash collateral pledged pursuant to Section 9.4;

“Agreement”	means this Credit Agreement, as modified, supplemented, amended or restated from time to time;

“Annex VI”	means Annex VI to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997) entitled Regulations for the Prevention of Air Pollution from Ships;

“Applicable Rate”	means any rate of interest applicable to the Loan from time to time pursuant to Section 6.1;

“Approved Broker”	means Pareto, Clarksons, Fearnleys, Dufour, Laskay & Strouse, Inc. – DLS Marine Survey and Appraisal, VesselsValue and any other broker reasonably approved by the Facility Agent;

“Approved Flag Jurisdiction”	means Norway (either registry), Cyprus, Vanuatu, Mexico, Indonesia, Singapore, Isle of Man, Argentina, Brazil, the United Kingdom or any other jurisdiction reasonably acceptable to the Facility Agent (with the consent of the Majority Lenders);

“Approved Lender List”	means that certain approved lender list agreed to by the Borrower and the Lenders prior to the date hereof, a copy of which is retained by the Facility Agent;

“Approved Management Agreement”	means, in respect of a Security Vessel, a ship management agreement and/or crewman agreement entered into with an Approved Manager regarding the management of that Security Vessel;

“Approved Manager”	means, in respect of a Security Vessel, (a) the Parent Guarantor, (b) an Affiliate of the Parent Guarantor, (c) the manager set forth on Schedule 3 with respect to such Security Vessel or (d) any Acceptable Replacement Manager, in each case in its capacity as the manager of such Security Vessel;

“Approved Manager’s Undertaking”	means an undertaking from each Approved Manager that is a member of the Group, subordinating its claims to the Secured Obligations, in form and substance reasonably satisfactory to the Facility Agent;

“Assignment and Assumption Agreement”	means any Assignment and Assumption Agreement executed pursuant to Section 10 substantially in the form set out in Exhibit K;

“Availability Period”	means the period commencing on the Effective Date and ending five (5) Banking Days thereafter;

“Available Tenor”	means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 6.4(d);

“Bail-In Action”	means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution;

“Bail-In Legislation”	means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings);

“Banking Day(s)”	means day(s) on which banks are open for the transaction of business in Oslo, Norway, Houston, Texas and New York, New York;

“Benchmark”	means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 6.4(a);

“Benchmark Replacement”	means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Facility Agent for the applicable Benchmark Replacement Date: (a)     Daily Simple SOFR; or (b)     the sum of: (i) the alternate benchmark rate that has been selected by the Facility Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

	If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents;

“Benchmark Replacement Adjustment”	means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Facility Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities;

“Benchmark Replacement Date”	means a date and time determined by the Facility Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark: (c)       in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (d)       in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof);

“Benchmark Transition Event”

means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)       a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)       a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)       a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

	For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof);

“Benchmark Unavailability Period”	means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 6.4 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 6.4;

“Benefit Plan”	means any “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, which is or within the past six years was sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower or any of its Subsidiaries or, in the case of any such plan subject to ERISA, any ERISA Affiliate, or in respect of which the Borrower or any of its Subsidiaries or, in the case of any such plan subject to ERISA, any ERISA Affiliate could have any liability;

“Bonds”	means the bonds issued and outstanding pursuant to the Bond Terms and any other secured or unsecured bonds issued and outstanding (a) that do not have a stated maturity date prior to the date that is one (1) month after the Final Payment Date), and (b) whose terms do not otherwise violate any provision of this Agreement;

“Bond Terms”	means the bond terms dated November 16, 2021 for 8.5% senior secured USD 200,000,000 bonds with maturity date of November 15, 2026 by, among others, the Parent Guarantor, as issuer, and Nordic Trustee AS, as bond trustee, as the same may be amended, restated, refinanced, supplemented or otherwise modified from time to time;

“Bookrunner”	means DNB Markets, Inc., in its capacity as bookrunner;

“Borrower”	shall have the meaning ascribed thereto in the preamble;

“Borrower Share Pledge”	means a pledge of all of the Equity Interests of the Borrower by the relevant Pledgor in favor of the Security Trustee, in substantially the form of Exhibit J, or any other form approved by the Facility Agent;

“Cash Equivalents”	means, as of any date of determination, with respect to the Parent Guarantor and its Subsidiaries taken together, all "cash equivalents" as defined under GAAP;

“Change of Control”	means the occurrence of any act, event or circumstances which results in: (a)       any Person or group of Persons acting in concert gains Decisive Influence over the Parent Guarantor; (b)       the Borrower ceasing to be 100% owned and controlled (as such term is defined in the definition of Affiliate) by the Parent Guarantor; (c)       the ordinary shares of the Parent Guarantor are delisted from the New York Stock Exchange (or any successor of the New York Stock Exchange) without simultaneously being listed on another internationally recognized stock exchange;

“Change in Law”	means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued;

“Classification Society”	means, with respect to any Vessel, a member of the International Association of Classification Societies with whom such Security Vessel is entered and who conducts periodic physical surveys and/or inspections of such Security Vessel;

“Code”	means the Internal Revenue Code of 1986, as amended;

“Collateral”	means all property or other assets, real or personal, tangible or intangible, whether now owned or hereafter acquired in which the Secured Creditors have been or were intended to have been granted a security interest pursuant to a Security Document;

“Commitment”	means in relation to a Lender, the portion of each Tranche set out opposite its name in Schedule 1 or, as the case may be, in any relevant Assignment and Assumption Agreement;

“Commodity Exchange Act”	means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute;

“Compliance Certificate”	means a certificate certifying the compliance with the Financial Covenants contained herein and showing the calculations thereof in reasonable detail, delivered by the Parent Guarantor to the Facility Agent from time to time pursuant to Section 9.1(a) in the form set out in Exhibit B or in such other form as the Facility Agent (with the consent of the Majority Lenders, which consent shall not be unreasonably withheld, conditioned or delayed) may agree;

“Conforming Changes”	means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Banking Day,” the definition of “U.S. Government Securities Banking Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 6.4 and other technical, administrative or operational matters) that the Facility Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Facility Agent in a manner substantially consistent with market practice (or, if the Facility Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Facility Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Facility Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents);

“Connection Income Taxes”	means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes;

“Consolidated Cash”	means, for any date, the sum of all cash on hand and Cash Equivalents of the Group at the close of business on such date;

“Consolidated Interest Expense”	shall mean, for any Relevant Period, on a consolidated basis, the aggregate interest expense, as determined in accordance with GAAP, of the Parent Guarantor and its Subsidiaries during the Relevant Period, less interest income received by the Parent Guarantor during the Relevant Period; provided that Consolidated Interest Expense does not include (x) up-front or financing fees (including any amortization thereof), transaction costs, commissions, expenses, premiums or charges or (y) costs associated with obtaining, or breakage costs in respect of, Hedging Agreements;

“Consolidated Net Income”	means, for any period, for the Group on a consolidated basis, net income (excluding extraordinary items), all as determined in accordance with GAAP, provided that: (i)      net income shall be calculated without giving effect to the cumulative effect of a change in accounting principle; (ii)     net income of any Person that is accounted for by the equity method of accounting will be included, but only to the extent of the amount of Distributions paid in cash during the calculation period to the Borrower or any Subsidiary thereof; and (iii)    net losses of any Person that is accounted for by the equity method of accounting will be included, but only to the extent of the value of any contributions to capital (in cash or in the form of other assets) made to such Person by the Borrower or a Subsidiary thereof;

“Credit Support Parent”	means TDW International Unrestricted, Inc., a Cayman Islands exempted company incorporated with limited liability;

“Credit Support Parties”	means the Credit Support Parent, the Credit Support Vessel Owner and any other Subsidiary of the Credit Support Parent that directly or indirectly holds the Equity Interests of the Credit Support Vessel Owner, in each case as listed on Schedule 2 as of the date hereof;

“Credit Support Pledgor”	means Tidewater Venture, Inc., a corporation incorporated and existing under the laws of the State of Delaware;

“Credit Support Share Charge”	a charge over 66% of the Equity Interests in the Credit Support Parent by the Credit Support Pledgor, in substantially the form of Exhibit H, or any other form reasonably approved by the Facility Agent;

“Credit Support Vessel Owner”	means Tidewater Offshore Operations (Pte) Ltd., a Singapore limited company;

“Credit Support Vessels”	means (a) on the Effective Date, those certain Vessels listed on Schedule 3 under the heading “Credit Support Vessels”, and (b) from and after the Effective Date, those Vessels from time to time owned by the Credit Support Vessel Owner that the Borrower, in its sole discretion, designates as a Credit Support Vessel by written notice to the Facility Agent;

“Creditors”	means the Bookrunner, the Mandated Lead Arranger, the ECA Coordinator, the Facility Agent, the Security Trustee and the Lenders;

“Daily Simple SOFR”	means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Facility Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Facility Agent decides that any such convention is not administratively feasible for the Facility Agent, then the Facility Agent may establish another convention in its reasonable discretion; provided that if Daily Simple SOFR as so determined shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor;

“Debtor Relief Laws”	means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect;

“Decisive Influence”	means a Person having, as a result of an agreement or through the ownership of shares or interests in another Person (directly or indirectly): (a)   a majority of the voting rights in that other Person; or (b)   a right to elect or remove a majority or more of the members of the board of directors of that other Person;

“Default”	means any event that would, with the giving of notice or passage of time, or both, constitute an Event of Default;

“Default Rate”	shall have the meaning ascribed thereto in Section 6.2;

“Defaulting Lender”	means any Lender that (a) has failed to (i) fund all or part of its portion of the Loan within two (2) Banking Days of the date the Loan was required to be funded hereunder unless such Lender notifies the Facility Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Facility Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Banking Days of the date when due, (b) has notified the Borrower or the Facility Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its portion of the Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Banking Days after written request by the Facility Agent or the Borrower to confirm in writing to the Facility Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Facility Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation, or any other state or federal regulatory authority acting in such a capacity. Notwithstanding anything herein to the contrary, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Facility Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender;

“Disposal”	means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;

“Distribution”	means, in respect of the relevant entity (a) any declaration, making or payment of any dividend or other distribution on or in respect of any of its Equity Interests, (b) any redemption, repurchase, defeasance, retirement or repayment of its share capital and (c) any prepayment or repayment of any Subordinated Parent Loan or Subordinated Liabilities or any payment of any interest, fee, charge or premium accrued in respect thereof (other than through adding such amounts to the principal amount);

“DNB”	shall have the meaning ascribed thereto in the preamble;

“DOC”	means a document of compliance issued to an Approved Manager in accordance with rule 13 of the ISM Code;

“Dollars” and the sign “$”	means the legal currency, at any relevant time hereunder, of the United States of America and, in relation to all payments hereunder, in same day funds settled through the New York Clearing House Interbank Payments System (or such other Dollar funds as may be determined by the Facility Agent to be customary for the settlement in New York City of banking transactions of the type herein involved);

“Drawdown Date”	means the date during the Availability Period on which the Loan is made available to the Borrower pursuant to Section 3.2;

“Drawdown Notice”	shall have the meaning ascribed thereto in Section 3.3;

“Earnings”	means, in relation to a Security Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Security Vessel Owner or the Security Trustee and which arise out of the use or operation of that Security Vessel, including (but not limited to): (i) all moneys and claims for moneys due and to become due thereto, whether as charter hire, freights, passage moneys, proceeds of off-hire and loss of hire insurances, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any bareboat, time or voyage charter, contract of affreightment or other contract for the use or employment of that Security Vessel (including, without limitation, the Internal Bareboat Charter Arrangements), (ii) all remuneration for salvage and towage services, demurrage and detention moneys and any other moneys whatsoever due or to become due to the Security Vessel Owner arising from the use or employment of that Security Vessel, (iii) all moneys and claims for moneys due and to become due to the Security Vessel Owner, and all claims for damages and any other compensation payable, in respect of the actual or constructive total loss of or the requisition for title or for hire or other compulsory acquisition of that Security Vessel; but, notwithstanding the foregoing, “Earnings” shall not include without duplication, (i) any proceeds of Permitted Indebtedness received by any Vessel Owner and (ii) equity contributions made to such Security Vessel Owner;

“Earnings Assignment”

means, with respect to a Security Vessel, the assignments (or fleet assignment, as applicable) by each Security Vessel Owner of the Earnings in respect of a Security Vessel in favor of the Security Trustee, substantially in the form set out in Exhibit E, or any other form reasonably approved by the Facility Agent;

“EBITDA”

means, for any Relevant Period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income:

(i)      plus, without duplication the following to the extent deducted in calculating such Consolidated Net Income:

(a)     any interest expense as determined in accordance with GAAP;

(b)     any non-cash charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Financial Indebtedness prior to its stated maturity;

(c)     the provision for direct and indirect Federal, state, local and foreign income tax expense of the Parent Guarantor or any Subsidiary thereof (including, for the avoidance of doubt, withholding tax expense on any bareboat charter), net of any Federal, state, local and foreign income tax credits;

(d)     depreciation and amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and non-cash equity based compensation expense (or any revaluation of compensation paid in equity), including expensing of stock options and other equity compensation grants;

(e)     net non-cash losses realized on the disposition of property of any Group Company;

(f)      unrealized losses resulting from mark to market accounting for hedging activities and related derivatives (if any), including, without limitation those resulting from the application of FASB ASC 815;

(g)     unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP;

(h)     impairment and other non-cash items other than write downs of current assets of the Borrower or any Group Company for such period;

(i)      other extraordinary, unusual or non-recurring expenses of the Parent Guarantor or any Subsidiary thereof reducing such Consolidated Net Income, but limited to 10% of EBITDA in such Relevant Period;

(j)      any fees, costs and expenses incurred in connection with the negotiation and execution and/or modification or refinancing of Financial Indebtedness;

(k)     fees, expenses, or restructuring charges (including, without limitation, professional fees, severance costs, retention bonuses and management and operational transition fees and expenses), related to a (i) reduction in force or (ii) business acquisition or a business disposition, whether effected by merger, consolidation, asset sale, share acquisition or otherwise (including, for the avoidance of doubt, any disposition, or acquisition from a Person that is not a manufacturer thereof, of one or more Vessels in a single transaction or series of related transactions);

(ii)     minus, without duplication the following to the extent included in calculating such Consolidated Net Income:

(a)       any interest income as determined in accordance with GAAP;

(b)       any reversal of any depreciation and amortization expense (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and any appreciation of any asset;

(d)       net non-cash gains realized on the disposition of property of any Group Company;

(e)       unrealized non-cash gains resulting from foreign currency balance sheet adjustments required by GAAP;

(f)       unrealized gains resulting from mark to market accounting for hedging activities, including, without limitation, those resulting from the application of FASB ASC 815;

	(g)       reversal of any impairment for such period; and (h)       other extraordinary, unusual or non-recurring income of the Parent Guarantor or any Subsidiary thereof increasing such Consolidated Net Income, but limited to 10% of EBITDA in such Relevant Period;

“ECA Coordinator”	means DNB, in its capacity as ECA Coordinator;

“EEA Financial Institution”	means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.;

“EEA Member Country”	means any of the member states of the European Union, Iceland, Liechtenstein, and Norway;

“EEA Resolution Authority”	means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution;

“Effective Date”	means the day and year first written above;

“Eksfin”	means Eksportfinansiering Norge;

“Enforcement Event”	means (a) the enforcement, including the sale, of any Collateral pursuant to the terms of the Loan Documents by the Creditors or (b) any proceedings under any Debtor Relief Laws in respect of the Security Parties, in each case after an Event of Default has occurred and is continuing;

“Environmental Affiliate(s)”	means any Person, the liability of which for Environmental Claims any of the Loan Parties or a Subsidiary of any of the Loan Parties may have assumed by contract or operation of law;

“Environmental Approval(s)”	shall have the meaning ascribed thereto in Section 2.1(p);

“Environmental Claim(s)”	shall have the meaning ascribed thereto in Section 2.1(p);

“Environmental Law(s)”	shall have the meaning ascribed thereto in Section 2.1(p);

“Equity”	means Total Assets less Total Liabilities;

“Equity Interest”	means shares of capital stock (including, without limitation, shares in a Cayman Islands exempted company), partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest; provided, however, that, for the avoidance of doubt, any Financial Indebtedness of the Parent Guarantor which by its terms may be converted into Equity Interests of the Parent Guarantor shall not constitute an “Equity Interest” prior to the consummation of such conversion;

“Equity Ratio”	means Equity over Total Assets;

“ERISA”	means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute and any regulation promulgated thereunder;

“ERISA Affiliate”	means a trade or business (whether or not incorporated) that, together with any Loan Party or any of their Subsidiaries, would be deemed a single employer under Section 414 of the Code or a member of a “controlled group” under Section 4001 of ERISA;

“ERISA Funding Event”	means (i) any failure by any Plan to satisfy the minimum funding standards (for purposes of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (ii) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iii) the failure by the Borrower or any of its Subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (iv) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i) of the Code); (v) the incurrence by the Borrower or any of its Subsidiaries or any ERISA Affiliate of, or the receipt by the Borrower or any of its Subsidiaries or any ERISA Affiliate of any notice, or the receipt by any Plan or Multiemployer Plan from the Borrower or any of its Subsidiaries or any ERISA Affiliate of any notice, concerning the imposition of, any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (vi) a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Section 4245 of ERISA, or in endangered status within the meaning of Section 432 of the Code or Section 305 of ERISA;

“ERISA Termination Event”	means (i) a “reportable event”, as such term is defined in Section 4043 of ERISA (other than a “reportable event” for which the 30-day notice requirement to the PBGC has been waived) with respect to any Plan or Multiemployer Plan, (ii) the imposition of any lien under Section 430(k) of the Code or any other lien in favor of the PBGC or any Plan or Multiemployer Plan on any asset of the Borrower or any of its Subsidiaries or any ERISA Affiliate; (iii) the receipt by the Borrower or any of its Subsidiaries or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan under Section 4042 of ERISA; (iv) the receipt by the Borrower or any of its Subsidiaries or any ERISA Affiliate of any notice that a Multiemployer Plan is in critical status within the meaning of Section 432 of the Code or Section 305 of ERISA; (v) the filing of a notice of intent to terminate a Plan under Section 4041 of ERISA or the termination or the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA; (vi) the incurrence by the Borrower or any of its Subsidiaries or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; or (vii) the occurrence of any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan;

“EU Bail-In Legislation Schedule”	means the document described as such and published by the Loan Market Association (or any successor Person) from time to time;

“Event(s) of Default”	means any of the events set out in Section 8.1;

“Excluded Hedging Obligations”	shall mean, with respect to any Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedging Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of (a) such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder or (b) in the case of a Hedging Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), in each case at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Hedging Obligation, unless otherwise agreed between the Facility Agent and the Borrower.  If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal;

“Excluded Taxes”	means any of the following Taxes imposed on or with respect to a Creditor or required to be withheld or deducted from a payment to a Creditor, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes in each case, (i) imposed as a result of such Creditor being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment or (ii) such Lender changes its lending office, (c) Taxes attributable to such Creditor’s failure to comply with Section 7.1(c) and (d) any withholding Taxes imposed under FATCA;

“Facility Agent”	shall have the meaning ascribed thereto in the preamble;

“Fair Market Value”	means, with respect to a Vessel, the fair market value of the such Vessel determined as follows: (a)   the valuation of such Vessel obtained from an Approved Broker selected by the Borrower, made on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing seller and willing buyer, on an “as is where is” basis, free of any existing charters or other contracts for employment. For the avoidance of doubt, such valuation may be a “desk appraisal”; (b)   at the expense of the Borrower except as otherwise set forth in Section 9.1(e); and (c)   as at a date not more than thirty (30) days prior to the as-of date of such appraisal required to be delivered pursuant to Section 9.1(e);

“FASB ASC 815”	means Financial Accounting Standards Board Accounting Standards Codification Topic 815, Derivatives and Hedging;

“FASB ASC 842”	means Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases;

“FATCA”	means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the Code and (c) any applicable treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an applicable intergovernmental agreement between the U.S. and any other jurisdiction which (in either case) facilitates the implementation of the preceding clauses (a) and (b);

“FCPA”	means the Foreign Corrupt Practices Act of 1977, as amended;

“Federal Funds Rate”	means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Banking Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) the Floor;

“Fee Letter”	means any letter or letters between any of the Secured Creditors (or any of its Affiliates) and any Loan Party setting out any of the fees payable by such Loan Party in connection with the Loan contemplated by this Agreement;

“Finance Lease Obligations”	means, at the time any determination thereof is to be made, the amount of the liability in respect of a finance lease that would at such time be required to be recorded on the balance sheet as a liability in accordance with GAAP, provided that amounts required to be recorded as liabilities, with respect to operating leases on the balance sheet in accordance with FASB ASC 842 shall not constitute “Finance Lease Obligations”;

“Financial Covenants”	mean the financial covenants set forth in Section 9.3(a);

“Financial Indebtedness”	means any indebtedness in respect of: (a)     moneys borrowed and debit balances at banks or other financial institutions; (b)     any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; (c)     any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d)     the amount of any liability in respect of any Finance Lease Obligations; (e)     receivables sold or discounted (other than any receivables to the extent they are disposed of in a true sale provided that the requirements for true sale treatment under GAAP are met);

	(f)      any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account); (g)     any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a Person which is not a Group Company which liability would fall within one of the other paragraphs of this definition; (h)     any amount raised by the issue of redeemable Equity Interests which are redeemable (other than at the option of the Borrower) before the Maturity Date or are otherwise classified as borrowings under GAAP; (i)      any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance and such agreement does not pertain to ordinary course of business trade payables due within less than 180 days after the date of supply, or (b) the agreement is in respect of the supply of assets or services and payment is due more than 180 calendar days after the date of supply; (j)      any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of indebtedness for borrowed money (but excluding (for the avoidance of doubt) any accruals with respect to operating leases to the extent required to be recorded as liabilities in accordance with ASC 842) or otherwise being classified as a indebtedness for borrowed money under GAAP; and (k)     without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j);

“Financial Support”	means any loans of money, guarantees, Liens securing obligations of another Person or other financial assistance (whether actual or contingent);

“Final Payment Date”	means the date which is three (3) years after the Drawdown Date (provided that if such date is not a Banking Day, the Final Payment Date shall be the Banking Day immediately preceding such date);

“Floor”	means a rate of interest equal to 0% per annum;

“Foreign Plan”	means an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is excluded from coverage under ERISA by Section 4(b)(4) thereof and is maintained or contributed to by the Borrower, each Guarantor or any of their Subsidiaries or for which the Borrower, each Guarantor or any of their Subsidiaries has any liability;

“Foreign Termination Event”	means the occurrence of an event with respect to the funding or maintenance of a Foreign Plan, that could reasonably be expected to result in an impairment of the Collateral;

“Foreign Underfunding”	means the excess, if any, of the accrued benefit obligations of a Foreign Plan (based on those assumptions used to fund that Foreign Plan or, if that Foreign Plan is unfunded, based on those assumptions used for financial accounting statement purposes or, if accrued benefit obligations are not calculated for financial accounting purposes, based on such reasonable assumptions as may be approved by the Borrower’s independent auditors for these purposes) over the assets of such Foreign Plan;

“Free Liquidity”	means the balance of the freely available and unrestricted Consolidated Cash of the relevant Group Companies as defined in accordance with GAAP including undrawn and available amounts under the Revolving Facility, in each case for as long as there is no Lien over that Consolidated Cash except for any Liens constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements;

“GAAP”	shall have the meaning ascribed thereto in Section 1.3;

“Governmental Authority”	means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank);

“Group” or “Group Company(ies)”	means the Parent Guarantor and its Subsidiaries from time to time;

“Guarantor Liability Cap”	shall have the meaning ascribed thereto in Section 18.1;

“Guarantor Share Pledge”	means a pledge of all of the Equity Interests of each Guarantor (other than the Parent Guarantor) in favor of the Security Trustee, in substantially the form of Exhibit I, or any other form reasonably approved by the Facility Agent;

“Guarantors”	means the Parent Guarantor and any Security Vessel Owner (excluding the Borrower);

“Hedging Agreement(s)”	means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, or other similar agreement or arrangement entered into between the Borrower with a Hedging Bank, which is designed to protect the Borrower against fluctuations in interest rates applicable under this Agreement, including but not limited to, an ISDA Master Agreement together with the Schedule thereto to be made between a Security Party and a Hedging Bank, as counterparties;

“Hedging Bank”	means any Lender or any of their respective Affiliates (or any person who at the time the respective Hedging Agreement was entered into by such person was a Lender or an Affiliate thereof);

“Hedging Obligation”	shall mean the obligations of the relevant Security Parties under or with respect to Hedging Agreements;

“IAPPC”	means a valid international air pollution prevention certificate for a Vessel issued under Annex VI;

“Indemnified Taxes”	means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement, the Notes and the Security Documents and (b) to the extent not otherwise described in (a), Other Taxes;

“Indemnitee”	shall have the meaning ascribed thereto in Section 17.9;

“Information”	means all information received from the Loan Parties relating to any of them or any of their and their Affiliates’ respective businesses that was not otherwise available to the Facility Agent or any Lender on a non-confidential basis prior to such disclosure by the Loan Parties; provided, that, in the case of information received from the Loan Parties after the Effective Date, such information is clearly identified at the time of delivery as confidential;

“Initial Tranche B Repayment Schedule”	shall have the meaning ascribed thereto in Section 5.1;

“Initial Tranche B Repayment Schedule Conditions”	shall have the meaning ascribed thereto in Section 5.1;

“Insurances”	means, with respect to a Security Vessel, all policies and contracts of insurance, including under all entries in any Protection and Indemnity Association or Club, which are from time to time taken out in respect of the Security Vessel, the Security Vessel’s hull and machinery, and all the benefits thereof including, without limitation, all claims of whatsoever nature, as well as return premiums;

“Insurances Assignment”	means, with respect to a Security Vessel, the assignments (or fleet assignment, as applicable) by each Security Vessel Owner of the Insurances in respect of a Security Vessel in favor of the Security Trustee, substantially in the form set out in Exhibit G, or any other form approved by the Facility Agent (with the consent of the Majority Lenders, such consent not to be unreasonably withheld, conditioned or delayed);

“Insurance Subordination Undertaking”	a subordination undertaking from each Approved Manager subordinating its interest in each Security Vessel’s Insurances, in form and substance reasonably satisfactory to the Facility Agent (acting with the consent of the Majority Lenders, such consent not to be unreasonably withheld, conditioned or delayed);

“Interest Coverage Ratio”	means the ratio of (a) EBITDA to (b) Consolidated Interest Expense;

“Interest Period”	means each one (1), three (3) or six (6) month period commencing on the Drawdown Date or the last day of the preceding Interest Period, as applicable; provided, however, in each case, that each such Interest Period (if such Interest Period is a whole number of months) which commences on the last Banking Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate subsequent calendar month;

“Internal Bareboat Charter Arrangements”	means (a) the bareboat charter arrangements relating to Security Vessels between the Security Vessel Owners and Tidewater Marine UK Ltd., (b) the bareboat charter arrangements relating to Security Vessels between the Security Vessel Owners and Tidewater Rederi AS and (c) any other bareboat charter arrangement entered into from time to time between a Security Vessel Owner and a Subsidiary of the Parent Guarantor;

“Inventory of Hazardous Materials”	shall have the meaning ascribed thereto in Resolution MEPC.269(68) of the International Maritime Organization;

“IRS”	means the United States Internal Revenue Service;

“ISM Code”	means the International Safety Management Code for the Safe Operating of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISPS Code”	means the International Ship and Port Facility Code adopted by the International Maritime Organization at a conference in December 2002, and amending the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC”	means the International Ship Security Certificate issued pursuant to the ISPS Code“

“Laws”	means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law;

“Lenders”	shall have the meaning ascribed thereto in the preamble;

“Lien”	means any mortgage, charge, deed of trust, pledge, lien, security assignment or other security interest securing any obligation of any Person or any other agreement or arrangement having a similar effect;

“Loan”	means the senior secured term loan in an aggregate amount of Three Hundred Twenty-Five Million Dollars ($325,000,000), or if less, the principal amount outstanding from time to time, made or to be made available by the Lenders to the Borrower pursuant to Section 3 hereof;

“Loan Document(s)”	means this Agreement, the Notes, the Security Documents, any Subordination Agreement, each Insurance Subordination Undertaking, any Fee Letter and any other document designated as such by the Facility Agent and the Borrower;

“Loan Party”	means each of the Borrower and the Guarantors;
“Majority Lenders”	means the Lenders, at the time of determination, holding an aggregate of more than 66 2/3% of the Commitments (which shall include no fewer than two Lenders unless there is only one Lender), or after the Drawdown Date, the Loan then outstanding; provided that, if any Lender (or Affiliate of a Lender) is a Defaulting Lender, its Commitments shall not be included in the calculation of “Majority Lenders”;

“Majority Tranche A Lenders”	means the Lenders, at the time of determination, holding an aggregate of more than 66 2/3% of the Commitments in respect of Tranche A, or after the Drawdown Date, Tranche A then outstanding; provided that, if any Lender (or Affiliate of a Lender) is a Defaulting Lender, its Commitments shall not be included in the calculation of “Majority Tranche A Lenders”;

“Majority Tranche B Lenders”	means the Lenders, at the time of determination, holding an aggregate of more than 66 2/3% of the Commitments in respect of Tranche B, or after the Drawdown Date, Tranche B then outstanding; provided that, if any Lender (or Affiliate of a Lender) is a Defaulting Lender, its Commitments shall not be included in the calculation of “Majority Tranche B Lenders”;

“Mandated Lead Arranger”	means DNB Markets, Inc., in its capacity as mandated lead arranger;

“Mandatory Costs”	means in relation to the Loan or an unpaid sum, the rate per annum notified by any Lender to the Facility Agent to be the cost to that Lender of compliance with (a) in the case of a Lender lending from through its office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank or any other authority or agency which replaces all or any of its functions) in respect of loans made from that office; and (b) in the case of a Lender lending through its office in the United Kingdom, the requirements of the Financial Conduct Authority (UK) and/or the Prudential Regulation Authority (UK) or, in any case, any similar institution which replaces all or any of their functions whose requirements such Lender’s office complies with;

“Margin”

means, for any day,

(a) with respect to Tranche A, initially, a rate per annum equal to 5.00%, which shall increase on the dates indicated below as follows:

Number of calendar quarters following Drawdown Date	Margin per annum (Tranche A)
Four (One-year anniversary of Drawdown Date)		5.25	%
Five		5.50	%
Six		5.75	%
Seven		6.00	%
Eight (Two-year anniversary of Drawdown Date)		6.50	%
Nine		7.00	%
Ten		7.50	%
Eleven		8.00	%

	(b) with respect to Tranche B, a rate per annum equal to 3.75%;

“Margin Stock”	means “margin stock” or “margin securities” as defined in Regulation T, Regulation U and Regulation X;

“Material Adverse Effect”	means a material adverse effect on (a) the ability of the Borrower to repay the Loan, or any part thereof, (b) the Loan Parties’ ability (taken as a whole) to perform and comply with their obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents;

“Materials of Environmental Concern”	shall have the meaning ascribed thereto in Section 2.1(p);

“Moody’s”	means Moody’s Investors Service, Inc. and any successor thereto;

“Mortgage”	means the first preferred or first priority ship mortgage (including a deed of covenants collateral thereto, if applicable) on a Security Vessel, executed by the applicable Security Vessel Owner in favor of the Security Trustee, substantially in the form set out in Exhibit D in respect of any Security Vessel flagged in Norway, or such other first preferred or first priority ship mortgage (including a deed of covenants collateral thereto, if applicable) given in compliance with any other Approved Flag Jurisdiction;

“MTSA”	means the Maritime & Transportation Security Act, 2002, as amended, inter alia, by Public Law 107-295;

“Multiemployer Plan”	means, at any time, a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has any liability or obligation to contribute or has within any of the six preceding plan years had any liability or obligation to contribute;

“Net Cash Proceeds”	means, with respect to any sale or Total Loss of a Security Vessel or a Credit Support Vessel, the aggregate amount of cash or the Fair Market Value of any non-cash consideration received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of the relevant Vessel Owner, in connection therewith after deducting therefrom only (a) reasonable fees and expenses related thereto incurred by such Vessel Owner in connection therewith, (b) transfer taxes paid to any taxing authorities by such Vessel Owner or such Subsidiary in connection therewith, and (c) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), in each case, to the extent, but only to the extent, that the amounts so deducted are (i) actually paid to a Person that is not an Affiliate of such Person or any of its Subsidiaries and (ii) properly attributable to such transaction or to the asset that is the subject thereof;

“Net Interest Bearing Debt”	means at the relevant time, the aggregate amount of all obligations of the Group Companies, determined on a consolidated basis, for or in respect of interest bearing Financial Indebtedness but: (i)     excluding any such obligations to any other Group Company; (ii)    excluding any such obligations in respect of any Subordinated Parent Loan; (iii)   excluding any Bonds held by the Parent Guarantor; (iv)   excluding any indebtedness in respect of any derivative transaction; (v)    excluding any redeemable Equity Interests which fall due (other than at the option of the Parent Guarantor) after the maturity date of the Bonds; (vi)   including, in the case of any Finance Lease Obligations, their capitalized value; and (vii)  deducting the aggregate amount of Consolidated Cash (except that which is subject to any Permitted Liens under the Revolving Facility or constituted by a netting or set-off arrangement entered into by a Group Company in the ordinary course of its banking arrangements, is unencumbered and freely and immediately available to be converted to such cash and applied in redemption or repayment of Financial Indebtedness), and so that no amount shall be included or excluded more than once;

“Note”	means any promissory note evidencing the Borrower’s obligation to repay each Tranche, substantially in the applicable forms attached as Exhibits A-1 and A-2;

“OFAC”	shall have the meaning ascribed thereto in Section 17.10;

“Original Lenders”	shall have the meaning ascribed thereto in the preamble;

“Other Connection Taxes”	means with respect to any Creditor, Taxes imposed as a result of a present or former connection between such Creditor and the jurisdiction imposing such Tax (other than connections arising from such Creditor having executed, delivered, become a party to, performed its obligations under received payments under received or perfected a security interest under engaged in any other transaction pursuant to or enforced this Agreement and the other Loan Documents, or sold or assigned an interest in the Loan or this Agreement and the other Loan Documents);

“Other Taxes”	means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to this Agreement and the other Loan Documents except any such Taxes that are Other Connection Taxes;

“Parent Guarantor”	shall have the meaning ascribed thereto in the preamble;

“PBGC”	means the Pension Benefit Guaranty Corporation or any successor entity thereto;

“Periodic Term SOFR Determination Day”	has the meaning specified in the definition of “Term SOFR”;

“Permitted Disposal”	means any Disposal that is: (a)   with respect to the Parent Guarantor and Credit Support Pledgor, a disposal of any assets, property or revenues which do not constitute Collateral; (b)   (i) among one or more Loan Parties (other than the Parent Guarantor), (ii) among one or more Credit Support Parties, or (iii) from a Credit Support Party to a Loan Party (other than the Parent Guarantor); (c)   a Disposal by a Vessel Owner in the ordinary course of business of obsolete or worn-out property (excluding any Vessels); (d)   the Internal Bareboat Charter Arrangements or any other chartering arrangement in respect of a Security Vessel or a Credit Support Vessel which is not otherwise prohibited by this Agreement or another Loan Document; (e)   a Disposal of a Security Vessel, a Credit Support Vessel, in each case in compliance with Section 5.4(b), and any such Vessel’s Related Assets; (f)    a Permitted Lien;

(g)   a Disposal of the PACIFIC RAIDER, IMO No. 9246425 by the Credit Support Vessel Owner;

(h)   permitted pursuant to Section 17.16 of this Agreement; or

(i)    to the extent constituting a Disposal, transactions required to comply with local content and/or cabotage rules, regulations or laws in any jurisdiction in which a Credit Support Vessel is flagged or operates;

“Permitted Distribution”

means:

(a)   any Distribution which satisfies the following criteria: (i) no Default or Event of Default has occurred and is continuing or would occur immediately as a result of such Distribution, and (ii) immediately after giving effect to such Distribution, the Parent Guarantor is in pro-forma compliance with the Financial Covenants

(b)   with respect to the Parent Guarantor:

(i)     repurchases or redemptions of Equity Interests or warrants (x) upon the cashless exercise of stock options settled through the issuance of new Equity Interests, (y) in satisfaction of customary indemnification and purchase price adjustment obligations owed by the relevant Pledgor or any Subsidiary thereof under business acquisition arrangements in which Equity Interests of relevant Pledgor were issued as consideration for such acquisition, or (z) out of the net cash proceeds received by the Group from a substantially concurrent (but prior) sale of Equity Interests in the relevant Pledgor made (in whole or in part) for such purpose; or

(ii)   any Distribution (x) in respect of any management equity plan, stock option plan or any other management or employee benefit plan, agreement, or trust, or (y) for any other purpose (whether or not related to any of the foregoing), provided that the aggregate amount for Distributions pursuant to this clause (ii) shall not exceed $5,000,000 per financial year;

(c)   any Distribution by a Security Party (other than the Borrower and the Credit Support Parent) to the holders of its Equity Interests on a pro rata basis;

(d)   any Permitted Tax Distribution;

	(e)   a one-time Distribution of up to $5,000,000 from the Credit Support Vessel Owner to the Borrower for application to Australian tax liabilities and (ii) a one-time Distribution by the Borrower of a refund of such Australian tax liabilities received by the Borrower so long as such Distribution is contributed by the Parent Guarantor to the Credit Support Vessel Owner; or (f)     permitted pursuant to Section 17.16 of this Agreement;

“Permitted Financial Support”	means any Financial Support: (a)   granted under the Loan Documents; (b)   granted in accordance with the requirements under Approved Management Agreements; (c)   in respect of any Subordinated Liabilities and any Subordinated Parent Loan; (d)   granted in respect of Permitted Indebtedness; (e)   for the benefit of third parties in the ordinary course of trading or guarantees for liabilities of any Security Party which liabilities are not Financial Indebtedness; or (f)    in respect of customary indemnification and purchase price adjustment obligations owed by any Security Party under business acquisition arrangements;

“Permitted Indebtedness”	means any Financial Indebtedness: (a)    incurred under the Loan Documents; (b)   incurred pursuant to daylight overdraft and similar facilities the balance of which is extinguished within two (2) Banking Days following the incurrence of Financial Indebtedness thereunder; (c)   which constitute Subordinated Liabilities or a Subordinated Parent Loan; (d)   incurred under any Hedging Agreement; (e)   incurred under any existing and future importation-, bid-, payment-, surety- (other than in respect of indebtedness for borrowed money) and performance bonds, newbuilding or other guarantees and letters of credit related to the operation or employment of the Vessels owned by a Security Party in the ordinary course of business;

(f)    in respect of any Financial Indebtedness constituting Permitted Financial Support (other than pursuant to paragraph (d) of the definition thereof);

(g)   incurred in respect of any liabilities for pensions, deferred employee compensation or Tax, or in connection with the financing of insurance premiums, in each case incurred in the ordinary course of business;

(h)   not permitted by the preceding paragraphs and incurred by a Credit Support Party with an aggregate outstanding amount which does not exceed $10,000,000 (or its equivalent in other currencies) at the time of which such Financial Indebtedness is incurred; or

(i)    ordinary course intercompany balances owing among the Group, but excluding Financial Indebtedness for borrowed money with an aggregate principal amount of $10,000,000 at any time outstanding;

(j)    required to comply with local content and/or cabotage rules, regulations or laws in any jurisdiction where a Credit Support Vessel is flagged or operates, but excluding Financial Indebtedness for borrowed money;

The maximum amount of Financial Indebtedness that any Security Party may incur or maintain pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Financial Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

“Permitted Liens”

means any Lien:

(a)   granted under the Loan Documents;

(b)   for any netting or set-off arrangement arising in the ordinary course of banking arrangements (including, for the avoidance of doubt, consolidated cash management arrangements) for the purposes of netting debit and credit balances

(c)   with respect to the Parent Guarantor and the Credit Support Pledgor, over any assets, property or revenues which do not constitute Collateral;

(d)   for Taxes, assessments, government charges or claims not yet delinquent or which are being contested in good faith by appropriate proceedings and if a reserve or other appropriate provisions, if any, as shall be required in conformity with GAAP, shall have been made therefor;

(e)   which constitutes a Permitted Maritime Lien;

(f)    arising by operation of law or in the ordinary course of trading;

(g)   as cash or Cash Equivalents in respect of Financial Indebtedness incurred under paragraph (d) or (e) of the definition of "Permitted Indebtedness";

(h)   easements, rights-of-way, licenses, covenants, reservations, precautionary financing statement filings in connection with operating leases, restrictions and other similar charges or encumbrances not interfering in any material respect with the business of any Security Party, incurred in the ordinary course of business;

(i)    any rental deposits or other Liens in respect of any lease agreement including in relation to real property entered into by a Security Party in the ordinary course of business and on normal commercial terms;

(j)    any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Security Party in the ordinary course of business;

(k)   Liens not otherwise permitted by the preceding paragraphs and which are attached to assets, property or revenues (other than Vessels) of the Credit Support Parties, securing obligations the aggregate amount of which does not exceed $10,000,000 at the time at which such Lien is created; or

(l)    Liens required to comply with local content and/or cabotage rules, regulations or laws in any jurisdiction where a Credit Support Vessel is flagged or operates;

“Permitted Maritime Liens”

means, with respect to any Security Vessel or Credit Support Vessel:

(a)   Liens for unpaid master’s, officer’s and crew’s wages in accordance with usual maritime practice;

(b)   Liens for salvage (including contract salvage), collision or general average, and Liens for wages of stevedores;

	(c)   Liens for master’s disbursements incurred in the ordinary course of trading; (d)   Liens arising by operation of law for not more than two (2) months’ prepaid hire under any charter or other contract of employment in relation to a Vessel not otherwise prohibited by this Agreement; or (e)   Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Security Vessel Owner or Credit Support Vessel Owner with the appropriate court or other tribunal to prevent the arrest or secure the release of such Vessel from arrest; (f)    Liens that, as indicated by written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); (g)   Liens arising in the ordinary course of business from chartering, drydocking, maintenance, repair, refurbishment or the furnishing of supplies or bunkers to Vessels; or (h)   any other maritime Liens arising by operation of law in the ordinary course of the operation, repair or maintenance of any Vessel;

“Permitted Tax Distribution”	means, with respect to a Person, Distributions made by such Person (or by such Person’s direct or indirect owners) to enable the direct and indirect owners of such Person to meet their respective tax liabilities in connection with the direct or indirect ownership of such Person;

“Person”	means any individual, sole proprietorship, corporation, company (including, without limitation, an exempted company) partnership (general or limited), limited liability company, business trust, bank, trust company, joint venture, association, joint stock company, trust or other unincorporated organization, whether or not a legal entity, or any government or agency or political subdivision thereof;

“Plan”	means any employee benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect to which the Borrower or any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA;

“Pledgors”	means (a) the Parent Guarantor and (b) the Credit Support Pledgor;

“Prime Rate”	means the greater of: (a) rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Facility Agent) or any similar release by the Federal Reserve Board (as determined by the Facility Agent) and (b) the Floor.  Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective;

“Quarter Date”	means each March 31, June 30, September 30 and December 31 and any calendar year;

“Quarterly Installment Date”	means (a) initially, the three (3) month anniversary of the Drawdown Date and (b) thereafter, each three (3) month anniversary of the previous Quarterly Installment Date;

“Register”	shall have the meaning ascribed thereto in Section 17.7;

“Regulation T”	means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time;

“Regulation U”	means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time;

“Regulation X”	means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time;

“Reinvestment Period”	means, with respect to any applicable Credit Support Vessel, the period of one hundred eighty (180) days after the Total Loss Date or sale of such Credit Support Vessel, as applicable;

“Related Assets”	means, with respect to any Vessel, all charters, management agreements, operating agreements, equipment and other assets of any type which are required for, or incidental to, the ownership and operation of such Vessel;

“Related Party”	means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates;

“Relevant Governmental Body”	means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Period”	means each period of four financial quarters ending on the preceding Quarter Date;

“Relevant Person”	means the (a) the Loan Parties and each of their Subsidiaries, and (b) each of their directors, officers and employees;

“Required Amount”	means (a) in the case of a sale of a Security Vessel or a Credit Support Vessel, the total Net Cash Proceeds received by the applicable Security Party in respect of such Security Vessel or Credit Support Vessel, as applicable, (b) in the case of a Total Loss where insurance proceeds are received prior to the relevant prepayment date, the total net insurance proceeds received by the applicable Security Party, and (c) in the case of a Total Loss where insurance proceeds are not received prior to the relevant prepayment date under Section 5.4(b), the most recent Fair Market Value available for such Security Vessel, divided by the total Fair Market Value of all Security Vessels, multiplied by the outstanding Loan;

“Resolution Authority”	means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority;

“Restricted Party”	means a Person that is: (a)       listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of Person); or (b)       located in or incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions; or (c)       directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a Person referred to in (a) and/or (to the extent relevant under Sanctions) (b) above;

“Revolving Facility”	means that certain credit facility agreement providing for a super senior secured revolving credit facility dated November 16, 2021 by, among other, the Parent Guarantor as borrower, and DNB as facility agent, as may be amended, restated, refinanced (provided such refinancing thereof does not otherwise violate any provision of this Agreement), supplemented or otherwise modified from time to time;

“Sanctions”	means any applicable (to any Relevant Person and/or Secured Creditor as the context provides) laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes;

“Sanctions Authority”	means the Norwegian State, the United Nations, the European Union, the Member States of the European Union, the United Kingdom, United States of America, and any of their respective legislative, executive, enforcement and/or regulatory authorities or bodies acting in connection with Sanctions;

“Sanctions List”	means (a) the lists of Sanctions designations and/or targets maintained by any Sanctions Authority and/or (b) any other Sanctions designation or target listed and/or adopted by a Sanctions Authority, in all cases, as amended, supplemented or replaced from time to time;

“Secured Creditors”	means the Bookrunner, the Mandated Lead Arranger, the ECA Coordinator, the Facility Agent, the Security Trustee, the Hedging Banks and the Lenders;

“Secured Obligations”	means (a) all present and future liabilities and obligations, both actual and contingent, at any time due, owing or incurred by any Loan Party to any of the Secured Creditors under the Loan Documents and (b) the Hedging Obligations;

“Security Document(s)”	means the Mortgages, the Earnings Assignment, the Insurances Assignment, the Borrower Share Pledge, any Guarantor Share Pledge, the Credit Support Share Charge, any Subordinated Debt Assignment and any other documents that may be executed as security for the Loan and the Borrower’s obligations in connection therewith;

“Security Parties”	means the Loan Parties, the Credit Support Parties and the Credit Support Pledgor;

“Security Trustee”	shall have the meaning ascribed thereto in the preamble;

“Security Vessel Owner(s)”	means (a) on the Effective Date, the entities identified as such on Schedule 2 under the heading “Security Vessel Owners” and (b) from and after the Effective Date, each Subsidiary of the Borrower that then owns a Security Vessel;

“Security Vessels”	means (a) on the Effective Date, those certain Vessels listed on Schedule 3 listed under the heading “Security Vessels”, and (b) from and after the Effective Date, those Vessels subject to, or required to be subject to, a Mortgage;

“Similar Law”	means any law, regulation, rule, policy or order substantially similar to ERISA and/or Section 4975 of the Code;

“SMC”	means the safety management certificate issued in respect of the Security Vessels in accordance with rule 13 of the ISM code;

“SOFR”	means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator;

“SOFR Administrator”	means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);

“Statement of Compliance”	means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI;

“Subordinated Creditor”	means any member of the Group and any Loan Party;

“Subordinated Debt Assignment”	means an assignment over Subordinated Liabilities made by a Subordinated Creditor that is a Loan Party in favor of the Security Trustee in a form reasonably acceptable to the Facility Agent and the Majority Lenders;

“Subordinated Finance Document”	means any document relating to or evidencing Subordinated Liabilities;

“Subordinated Liabilities”	means all indebtedness owed or expressed to be owed by a Security Party to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise;

“Subordinated Parent Loan”	means any existing or future loan provided by a Security Party to the Parent Guarantor and provided such loans are fully subordinated to the Secured Obligations, and provided that no cash interest payment or repayment of principal shall occur prior to the maturity date of the Bonds other than by way of a Permitted Distribution or conversion to equity;

“Subordination Agreement”	means a subordination agreement made by each Subordinated Creditor and the Security Trustee in a form reasonably acceptable to the Facility Agent;

“Subsidiary(ies)”	means an entity over which another entity has Decisive Influence;

“Taxes”	means any present or future income or other taxes, levies, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing authority whatsoever;

“Term SOFR”	means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Banking Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Banking Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Banking Day is not more than three (3) U.S. Government Securities Banking Days prior to such Periodic Term SOFR Determination Day; provided that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor;

“Term SOFR Administrator”	means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Facility Agent in its reasonable discretion);

“Term SOFR Reference Rate”	means the forward-looking term rate based on SOFR;

“Total Assets”	means the book value on a consolidated basis of all assets of the Group according to GAAP;

“Total Liabilities”	means the aggregate amount of the consolidated total liabilities of the Group, calculated in accordance with GAAP;

“Total Loss”	means, with respect to a Vessel: (a)       actual, constructive or compromised or arranged total loss of the Vessel; (b)       requisition for title or other compulsory acquisition of the Vessel (otherwise than by requisition for hire) unless the Vessel is redelivered to the full control of the relevant Vessel Owner within one hundred eighty (180) days; or (c)       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 be released and restored to the relevant Vessel Owner from such capture, seizure, arrest, detention or confiscation within one hundred eighty (180) days after the occurrence thereof.

“Total Loss Date”	shall mean, in relation to the Total Loss of a Vessel: (a)       in the case of an actual loss of that Vessel, the date on which it occurred or, if that is unknown, the date when that Vessel was last heard of; (b)       in the case of a constructive or compromised total loss of that Vessel, the earlier of: (i)       the date on which a notice of abandonment is given to the insurers; and (ii)       the date of any written compromise, arrangement or agreement made by or on behalf of the relevant Vessel Owner with that Vessel’s insurers in which the insurers agree to treat that Vessel as a total loss; (c)       in the case of requisition for title or other compulsory acquisition of the Vessel the date on which such requisition for title or other compulsory acquisition occurred; (d)       in the case of capture, seizure, arrest, detention or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any government, the date on which such capture, seizure, arrest, detention or confiscation occurred; and (e)       in the case of any other type of total loss, the date (or the most likely date) on which the insurers declare that the event constituting the total loss occurred.

“Tranche”	means either Tranche A or Tranche B;

“Tranche A”	means, with respect to the Loan, the principal amount of $100,000,000 made available by the Lenders, as set forth on Part A of Schedule 1;

“Tranche B”	means, with respect to the Loan, the principal amount of $225,000,000 made available by the Lenders, as set forth on Part B of Schedule 1;

“Unadjusted Benchmark Replacement”	means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment;

“United States” and “U.S.”	means the United States of America;

“U.S. Government Securities Banking Day”	means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities;

“US Person”	means any Person that is a “United States person” as defined in Code Section 7701(a)(30);

“U.S. Tax Compliance Certificate”	shall have the meaning ascribed thereto in Section 7.1(c);

“Vessel”	means any offshore support vessel;

“Vessel Owner”	means a Security Vessel Owner or a Credit Support Vessel Owner;

“Write-down and Conversion Powers”	means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a Person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a Person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

1.2            Computation of Time Periods; Other Definitional Provisions. In this Agreement and the other Loan Documents, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; words importing either gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement, the Notes or such Security Document, as applicable; references to agreements and other contractual instruments (including this Agreement and the other Loan Documents) shall be deemed to include all subsequent amendments, amendments and restatements, supplements, extensions, replacements and other modifications to such instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Agreement, the Notes or any Security Document); references to any matter that is “approved” or requires “approval” of a party shall mean approval given in the sole and absolute discretion of such party unless otherwise specified.

1.3            Accounting Terms. Unless otherwise specified herein, all accounting terms used in this Agreement, the Notes and in the Security Documents shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Facility Agent under this Agreement shall be prepared, in accordance with generally accepted accounting principles, practices and standards for the United States of America (“GAAP”) as from time to time in effect; provided, however, that if the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in accounting principles or change as a result of the adoption or modification of accounting policies (including, but not limited to, the impact of Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.4            Certain Matters Regarding Materiality. To the extent that any representation, warranty, covenant or other undertaking of any of the Loan Parties in this Agreement is qualified by reference to those which are not reasonably expected to result in a “Material Adverse Effect” or language of similar import, no inference shall be drawn therefrom that the Creditors have knowledge or approve of any noncompliance by the Loan Parties with any governmental rule.

1.5            Forms of Documents. Except as otherwise expressly provided in this Agreement, references to documents or certificates “substantially in the form” of Exhibits to another document shall mean that such documents or certificates are duly completed in the form of the related Exhibits with substantive changes subject to the provisions of Section 17.6 of this Agreement, as the case may be, or the correlative provisions of the Security Documents.

1.6            Rates. The Facility Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Facility Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Facility Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

2.              REPRESENTATIONS AND WARRANTIES.

2.1            Representations and Warranties. In order to induce the Creditors to enter into this Agreement and to induce the Lenders to make the Loan available to the Borrower, each of the Loan Parties represents and warrants, as to itself and each other Security Party, to the Creditors on the Drawdown Date and on the first day of each Interest Period (which representations and warranties shall survive the execution and delivery of this Agreement and the Notes and the drawdown of the Loan hereunder until the repayment in full of the Secured Obligations (other than Hedging Obligations)) that:

(a)            Due Organization and Power. each Security Party is duly established or formed and is validly existing in good standing under the laws of its jurisdiction of formation to the extent such concept is recognized under the laws of its jurisdiction of formation, has full power to carry on its business as now being conducted and to enter into and perform its obligations under this Agreement and the other Loan Documents;

(b)            Authorization and Consents. all necessary corporate, limited liability company or similar action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its respective obligations under this Agreement and the other Loan Documents and to borrow, service and repay the Loan and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Loan or any part thereof;

(c)            Binding Obligations. this Agreement, the Notes and the other Loan Documents constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of each of the Security Parties and are enforceable thereagainst in accordance with their respective terms, except to the extent that such enforcement may be limited by equitable principles, principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors' rights;

(d)            No Violation. the execution and delivery of, and the performance of the provisions of, this Agreement and the other Loan Documents by each of the Loan Parties do not violate any applicable law or regulation existing at the Effective Date material to the conduct of the Loan Parties’ business or any material contractual restriction binding on the Loan Parties or the certificate of formation or limited liability company operating agreement (or equivalent instruments) thereof, and that the proceeds of the Loan shall be used by the Borrower exclusively for its own account;

(e)            Filings; Stamp Taxes. other than the recording of the Mortgages with the relevant body of each Security Vessel’s Approved Flag Jurisdiction, and the filing of the Uniform Commercial Code financing statements, and the payment of filing or recording fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or the other Loan Documents that any of them or any document relating thereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any Other Taxes be paid on or in relation to this Agreement or any of the other Loan Documents;

(f)            Approvals; Consents. all consents, licenses, approvals and authorizations required, whether by statute or otherwise, in connection with the entry into and performance by each of the Loan Parties, and the validity and enforceability against each of the Loan Parties, of this Agreement and the other Loan Documents have been obtained and are in full force and effect;

(g)            Litigation. no action, suit or proceeding is pending or threatened against any Loan Party or any Subsidiary thereof before any court, board of arbitration or administrative agency which is reasonably likely to result in a Material Adverse Effect;

(h)            No Subordination. there is no agreement, indenture, contract or instrument to which any Loan Party is a party, or by which Loan Party may be bound, that requires the subordination in right of payment of any Loan Party’s obligations under this Agreement to any other obligation thereof;

(i)            No Default. No Loan Party nor any Subsidiary thereof is in default under any material agreement by which it is bound, or is in default in respect of any financial commitments or obligations which in the aggregate exceed $1,000,000;

(j)            The Security Vessels.

(i)

each Security Vessel and Credit Support Vessel is (or will be upon the making of the Loan on the Drawdown Date) in the sole and absolute ownership of the relevant Vessel Owner set out opposite its name on Schedule 3 and duly registered in its name under the laws of the jurisdiction set out opposite its name on Schedule 3 (except as otherwise noted in Schedule 3), unencumbered, save and except for the Mortgage recorded against such Security Vessel and Permitted Liens;

(ii)

each Security Vessel is (or will be upon the making of the Loan on the Drawdown Date) classed at minimum at the same standard of classification as is applicable for Vessels of the same age and type with its Classification Society without any material overdue recommendations affecting the classification of such Vessel except as disclosed in the Acquisition Agreement;

(iii)

each Security Vessel and Credit Support Vessel is operationally seaworthy and in every way fit for its intended service;

(iv)

each Security Vessel and each Credit Support Vessel is (or will be upon the making of the Loan on the Drawdown Date) insured in accordance with the provisions of this Agreement and the other Loan Documents and the requirements thereof in respect of such Insurances shall have been complied with;

(v)

each Security Vessel and each Credit Support Vessel is in compliance with all relevant laws, regulations and requirements (including Environmental Laws, regulations, and requirements), statutory or otherwise, as are applicable to (A) Vessels documented under the laws of the relevant Approved Flag Jurisdiction and (B) Vessels engaged in a trade similar to that performed by such Security Vessel, except where the failure to so comply would not have a Material Adverse Effect; and

(vi)

no Security Vessel is employed in territorial waters of any country in which there is a reasonable degree of likelihood her safety would be imperiled by exposure to piracy, terrorism, arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(k)            Financial Information. on or prior to the Effective Date, all financial statements, information and other data furnished by the Parent Guarantor to the Facility Agent in connection with the Loan are complete and correct in all material respects, such financial statements have been prepared in accordance with GAAP and accurately and fairly present the financial condition of the parties covered thereby in all material respects, all of the foregoing as of the respective dates thereof and the results of the operations thereof for the period or respective periods covered by such financial statements, and, since the date of the Parent Guarantor’s financial statements most recently delivered to the Facility Agent, there has been no Material Adverse Effect and no Loan Party has material contingent obligations, material liabilities for Taxes or other outstanding material financial obligations, except as disclosed in such statements, information and data;

(l)            Tax Returns. each Loan Party and each Subsidiary thereof have filed all material tax returns required to be filed by them and have paid all material Taxes payable by them which have become due, other than those not yet delinquent and except for those Taxes being contested in good faith and by appropriate proceedings or other acts and for which reserves shall have been set aside on its books;

(m)            ERISA. (i) assuming no portion of the Loan will be funded with “plan assets,” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law), the execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any non-exempt “prohibited transaction” for purposes of ERISA, Section 4975 of the Code or any Similar Law or otherwise violate ERISA or any Similar Law, (ii) none of the Loan Parties or any of their Subsidiaries is a “benefit plan investor” (as defined in Section 3(42) of ERISA) or is otherwise using “plan assets” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law), (iii) no ERISA Termination Event or Foreign Termination Event has occurred and (iv) no (A) ERISA Funding Event or (B) Foreign Underfunding exists or has occurred, except to the extent that any such event(s) or underfunding(s) referenced under subsections (iii) and (iv) above, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

(n)            Chief Executive Offices. each Loan Party’s chief executive office and chief place of business and the office in which the records relating to the earnings and other receivables of the Borrower are kept is located at 842 West Sam Houston Pkwy North, Suite 400 Houston, Texas 77024;

(o)            Sanctions. No Relevant Person is:

(i)

a Restricted Party;

(ii)

in breach of Sanctions; or

(iii)

to its knowledge subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action asserted or threatened in writing by any regulatory or enforcement authority or third party concerning any Sanctions.

(p)            Environmental Matters and Claims. (a) except as heretofore disclosed in writing to the Creditors (i) each of the Loan Parties and each of their Environmental Affiliates will, when required under applicable law to operate their business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health, to the extent related to exposure to Materials of Environmental Concern, or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements to which any is a party relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“Materials of Environmental Concern”), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“Environmental Laws”) in each case as to all of the foregoing such that there will not be a Material Adverse Effect; (ii) each of the Loan Parties and each of their Environmental Affiliates will, when required under applicable law, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws (“Environmental Approvals”) and will, when required under applicable law, be in compliance with all Environmental Approvals required to operate their business as then being conducted, in each case as to all of the foregoing such that there will not be a Material Adverse Effect; (iii) no Loan Party nor any Environmental Affiliate thereof has received any written notice of any claim, action, cause of action, investigation or demand by any Person, entity, enterprise or Governmental Authority, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys’ fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such Person, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval (“Environmental Claim”) (other than, as to each of the immediately preceding clauses (1) and (2), Environmental Claims that could not reasonably be expected to result in a Material Adverse Effect or that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by the Borrower or any Environmental Affiliate in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)); and (iv) there are no circumstances that may prevent or interfere with such full compliance in the future; and (b) except as heretofore disclosed in writing to the Creditors there is no Environmental Claim pending or threatened against any Loan Party or any Environmental Affiliate thereof and there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that could form the basis of any Environmental Claim against such Persons the adverse disposition of which would reasonably result in a Material Adverse Effect;

(q)            Compliance with ISM Code, ISPS Code, MTSA and Annex VI. at all times, the Security Vessels will comply and the Approved Managers will comply with the requirements of the ISM Code, the ISPS Code, the MTSA (if applicable) and Annex VI including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto, such that there will not be a material impact to the Security Vessels’ continued operation;

(r)             No Threatened Withdrawal of DOC, ISSC, SMC or IAPPC. at all times, there shall be no actual or, to the best of the Borrower’s knowledge, threatened withdrawal of each Approved Manager’s DOC (if applicable) or each Security Vessel’s ISSC, SMC or IAPPC or other certification or documentation related to the ISM Code, the ISPS Code, the MTSA (if applicable) and Annex VI or otherwise required for the operation of each Security Vessel;

(s)            Liens. other than Permitted Liens, there are no Liens of any kind on any property owned by the Security Parties;

(t)             Financial Indebtedness. other than Permitted Indebtedness, the Security Parties (other than the Pledgors) do not have any Financial Indebtedness;

(u)            Use of Proceeds. the Borrower requires the Loan for use in connection with its lawful organizational purpose and for no other purposes and the Borrower’s use of the Loan does not violate, any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering”, including without limitation (i) any program, legislation, measures, resolutions or Directives issued by the United Nations or the European Union, including without limitation, the Global Programme against Money-Laundering, Proceeds of Crime and the Financing of Terrorism, Council Directive 2005/60/EC, and Directive 91/308/EEC; or (ii) United States Federal and state laws, statutes, regulations, or orders, including but not limited to the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act, the Bank Secrecy Act and the USA PATRIOT Act; and the operations of the Borrower are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements thereunder. The Borrower will promptly inform the Lenders (by written notice to the Facility Agent) if the Borrower is not or ceases to be the beneficiary and will provide in writing the name and address of the beneficiary;

(v)            Foreign Corrupt Practices Act. The Security Parties have not taken any action directly or, to the knowledge of any Loan Party, indirectly, that would result in a violation of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any non-U.S. political party or official thereof or any candidate for non-U.S. political office, in violation of the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(w)           No Proceedings to Dissolve. there are no proceedings or actions pending or contemplated by any of the Security Parties, or contemplated by any third party, to dissolve or terminate any of the Security Parties;

(x)            Solvency. with respect to each of the Security Parties (a) the sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, (b) the present fair market salable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing debts, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, as they mature, (c) it does not and will not have unreasonably small working capital with which to continue its business and (d) it has not incurred, does not intend to incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature;

(y)            Compliance with Laws. each of the Security Parties is in compliance with all applicable laws, including without limitation, all Sanctions, except where the failure to comply would not alone or in the aggregate result in a Material Adverse Effect;

(z)            Margin Stock. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock and no proceeds of the Loan will be used to buy or carry any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock.

(aa)          Survival. all representations, covenants and warranties made herein and in any certificate or other document delivered pursuant hereto or in connection herewith shall survive the making of the Loan and the issuance of the Note.

3.             THE LOAN.

3.1           Purpose. The Lenders shall make the Loan available to the Borrower for the purpose of partially financing the purchase price of the Security Vessels.

3.2           Making of the Loan. Each of the Lenders, relying upon each of the representations and warranties set out in Section 2, hereby severally and not jointly agrees with the Borrower that, subject to and upon the terms of this Agreement, it will on the Drawdown Date make its portion of the relevant Tranche available through the Facility Agent to the Borrower on the Drawdown Date in an amount not to exceed its Commitment in respect of a Tranche ratably with the other Lenders according to their respective Commitments for such Tranche. The Loan will be made available in a single advance on the Drawdown Date, and any amount of the Loan that is not drawn by the Drawdown Date shall be terminated.

3.3           Drawdown Notice. The Borrower shall deliver notice (a “Drawdown Notice”), substantially in the form of Exhibit C, on the Facility Agent by 2:00 p.m. (New York City time) at least two (2) Banking Days prior to the making of the Loan. The Drawdown Notice shall (a) be in writing addressed to the Facility Agent, (b) be effective on receipt by the Facility Agent, (c) specify the Banking Day on which the Loan is to be drawn, (d) specify the Interest Period requested by the Borrower, (e) specify the disbursement instructions, and (f) be irrevocable.

3.4           Effect of Drawdown Notice. The Drawdown Notice shall be deemed to constitute a warranty by the Borrower (a) that the representations and warranties stated in Section 2 (updated mutatis mutandis) are true and correct on and as of the date of the Drawdown Notice and will be true and correct on and as of the Drawdown Date as if made on such date, and (b) that no Default or Event of Default has occurred and is continuing.

3.5           Funding by Lenders. Each Lender shall make the amount of the Loan to made by it hereunder available to the Facility Agent in immediately available funds not later than 11:00 a.m. (New York City time) on the proposed Drawdown Date. The Facility Agent will make all such funds so received available to the Borrower in like funds, by wire transfer of such funds in accordance with the instructions provided in the Drawdown Notice.

3.6           Notes. The Borrower shall execute and deliver to the Facility Agent on behalf of the Lenders, the relevant Notes payable to the Lenders (or, if requested by such Lender, to such Lender and its registered assigns). Each Note that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [NAME/TITLE] AT [ADDRESS OR PHONE NUMBER]), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE.

3.7           Presumption by the Facility Agent. Unless the Facility Agent shall have received notice from a Lender, prior to the proposed Drawdown Date that such Lender will not make available to the Facility Agent such Lender’s share of the Loan, the Facility Agent may, but is not required to, assume that such Lender has made such share available on such date in accordance with Section 3.5 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount as directed in the Drawdown Notice. In such event, if a Lender has not in fact made its share of the Loan available to the Facility Agent, then the applicable Lender and the Borrower severally agree to pay to the Facility Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Facility Agent, at in the case of a payment to be made by such Lender, the Federal Funds Rate. If the Borrower and such Lender shall pay such interest to the Facility Agent for the same or an overlapping period, the Facility Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the Loan to the Facility Agent, then the amount so paid shall constitute such Lender’s portion included in the Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Facility Agent.

4.             CONDITIONS.

4.1           Conditions Precedent to the Obligations of the Lenders under this Agreement. The obligations of each Lender under this Agreement to make the Loan available on the Drawdown Date are expressly subject to the satisfaction of the following conditions precedent:

(a)            Corporate Authority. the Facility Agent shall have received the following documents in form and substance reasonably satisfactory to the Facility Agent:

(i)

copies, certified as true and complete by a director, manager or officer (or equivalent) of each of the Security Parties, of the resolutions of the board of directors thereof (or equivalent governing body), evidencing approval of this Agreement and the other Loan Documents to which it is a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations;

(ii)

copies, certified as true and complete by a director, manager or officer (or equivalent) of each of the Security Parties, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Security Parties as may be required by the Facility Agent), approvals or consents with respect to this Agreement and the other Loan Documents;

(iii)

copies, certified as true and complete by a director, manager or officer (or equivalent) of each of the Security Parties, of the certificate of incorporation and bylaws, or equivalent instruments thereof;

(iv)

the names, titles and signatures of each of the directors, officers and managers (or equivalent) of each of the Security Parties;

(v)

certificate of an authorized director, manager or officer (or equivalent) of each of the Security Parties certifying as to the record ownership of all of its Equity Interests;

(vi)

a current good standing certificate of each Security Party; and

(vii)

a copy of the up-to-date organizational structure of the Security Parties, certified as true and complete by an officer of the Parent Guarantor;

(b)            This Agreement. Each of the Security Parties shall have duly executed and delivered to the Facility Agent this Agreement;

(d)            Other Loan Documents. the applicable Security Parties shall have duly executed and delivered to the Security Trustee each of the other Loan Documents, together with all notices, acknowledgments, and other ancillary documents required to be delivered thereunder:

(i)

the Borrower Share Pledge;

(ii)

any Guarantor Share Pledges;

(iii)

the Credit Support Share Charge;

(iv)

the Earnings Assignments;

(v)

the Insurances Assignments;

(vi)

the Subordinated Debt Assignments;

(vii)

any Subordination Agreement; and

(viii)

any Approved Manager’s Undertakings;

(e)            Searches; Perfection Filings

(i)

The Facility Agent shall have received copies, dated as of a recent date, of tax, lien, judgment, intellectual property, bankruptcy and pending suit searches, in all jurisdictions as the Facility Agent shall reasonably request relating to the Security Parties, in each case accompanied by evidence (including any UCC termination statements) that the Liens indicated in any such search results constitute Permitted Liens; and

(ii)

The Facility Agent shall have received evidence that Uniform Commercial Code financing statements and all other filings necessary to establish, protect and perfect the Liens in the Collateral granted on the Drawdown Date, have been filed, or will be filed upon the making of the Loan, in such jurisdictions as the Facility Agent may reasonably require;

(f)             Environmental Claims. the Facility Agent shall be satisfied that none of the Loan Parties nor any of their Environmental Affiliates is subject to any Environmental Claim which would have a Material Adverse Effect on the business, assets or results of operations of any thereof;

(g)            Fees. the Facility Agent shall have received payment in full of all fees and expenses due under Section 13 (which, for the avoidance of doubt, shall include the payment of all fees and expenses of Lenders’ legal counsel) and any and all other fees agreed to under any Fee Letter;

(h)            Know Your Customer Requirements. the Facility Agent shall have received, with respect to each of the Loan Parties and each equity holder thereof, documentation, and other evidence as is reasonably requested by the Facility Agent in order for each of the Creditors to carry out and be satisfied with the results of all necessary “know your client” or other checks which is required to carry out in relation to the transactions contemplated by this Agreement and the other Loan Documents;

(i)             Vessel Documentation. The Security Trustee shall have received (in form and substance reasonably acceptable to the Security Trustee):

(i)

Evidence of Ownership, Classification and Mortgages. documentary evidence that:

(A)

each Security Vessel and each Credit Support Vessel is (or will be upon on the making of the Loan on the Drawdown Date) definitively registered in the name of the relevant Vessel Owner under an Approved Flag Jurisdiction, unencumbered save by Permitted Liens;

(B)

subject to Section 4.5, each Mortgage has been (or will be upon on the making of the Loan on the Drawdown Date) duly recorded against the relevant Security Vessel as a valid first preferred or priority ship mortgage in accordance with the laws of the Approved Flag Jurisdiction in which such Security Vessel is registered; and

(C)

(ii)

Management Agreements. a copy of each Approved Management Agreement for each Security Vessel, in each case duly certified by an authorized officer of the Borrower or applicable Security Vessel Owner;

(j)            Legal Opinions. the Facility Agent shall have received legal opinions addressed to it from (x) Vinson & Elkins L.L.P., New York counsel to the Borrower, and (y) such other legal opinions addressed to the Facility Agent or the Security Trustee, as applicable, as the Facility Agent shall have required as to all or any matters under the laws of the State of New York and any other jurisdiction in which a Security Party is organized or a Security Vessel is flagged, or which serves as the governing law of a Security Document, in each case in such form as the Facility Agent may require;

(k)            Joint Venture Agreements, Etc. The Facility Agent shall have received copies of any material silent partnership, joint venture or shareholders agreements to which any Security Party (other than the Parent Guarantor) is party to, or confirmation that there are none;

(l)            No Material Adverse Effect. In the reasonable opinion of the Lenders and the Facility Agent, there having been no material adverse change in (i) the business, operations, property, condition (financial or otherwise) of the Loan Parties or (ii) the facts, circumstances or conditions utilized by or deemed material to the Facility Agent, or upon which the Lenders relied, in making the decision to make the Loan available to the Borrower.

4.2           Further Conditions Precedent. The obligation of the Lenders to make the Loan available to or for the account of the Borrower under this Agreement shall be expressly and separately subject to the following further conditions precedent on the Drawdown Date:

(a)            Drawdown Notice. the Facility Agent having received a Drawdown Notice in accordance with the terms of Section 3.3;

(b)            Representations and Warranties. the representations stated in Section 2 (updated mutatis mutandis to such date) being true and correct as if made on and as of that date;

(d)            No Change in Laws. the Facility Agent being satisfied that no change in any applicable laws, regulations, rules or in the interpretation thereof shall have occurred which make it unlawful for the Borrower to make any payment as required under the terms of this Agreement, the Note, the Security Documents or any of them; and

(e)            No Material Adverse Effect. there having been no Material Adverse Effect since the later of (i) the date hereof and (ii) the date of delivery of the most recent financial statements delivered pursuant to Section 9.1(a)(i).

4.3            Breakfunding Costs. In the event that, on the date specified for the making of the Loan in the Drawdown Notice, the Lenders shall not be obliged under this Agreement to make the Loan or any portion thereof available, the Borrower shall indemnify and hold the Lenders fully harmless against any losses which the Lenders may sustain as a result of borrowing or agreeing to borrow funds to meet the drawdown requirement of the Drawdown Notice and the certificate of the Lenders shall, absent manifest error, be conclusive and binding on the Borrower as to the extent of any such losses.

4.4            Satisfaction after Drawdown. Without prejudice to any of the other terms and conditions of this Agreement, in the event the Lenders, in their sole discretion, make the Loan available prior to the satisfaction of all or any of the conditions referred to in Sections 4.1 or 4.2, the Borrower hereby covenants and undertakes to satisfy or procure the satisfaction of such condition or conditions within fourteen (14) days after the relevant Drawdown Date (or such longer period as the Lenders, in their sole discretion, may agree).

4.5            Conditions Subsequent. No later than the relevant date indicated below (or such later date reasonably agreed by the Facility Agent), the Facility Agent shall have received:

(a)            no later than July 30, 2023, evidence that a Mortgage over the NORMAND SWAN, IMO 9656682 has been duly recorded as a valid first preferred or priority ship mortgage in accordance with the laws of the Approved Flag Jurisdiction in which such Security Vessel is registered), together with legal opinions addressed to the Facility Agent on matters of the laws of such Vessel’s Approved Flag Jurisdiction and the State of Delaware in such form as the Facility Agent may require;

(b)            no later than thirty (30) days after the Drawdown Date, a copy of:

(i)

the Inventory of Hazardous Materials, if applicable, for each Security Vessel (or certification that no such list exists);

(ii)

each Approved Manager’s current and valid DOC; and

(iii)

the current and valid SMC, ISSC and IAPPC, for each of the Security Vessels;

(i)

evidence that each of the Security Vessels is (or will be upon on the making of the Loan on the Drawdown Date) insured in accordance with this Agreement and the Mortgage thereon, including copies of each of the insurance policies for the Security Vessels, and that all requirements in respect of such Insurances have been complied with. If requested by the Facility Agent, the Facility Agent shall have also received (x) a detailed report from a firm of independent marine insurance consultants appointed by the Facility Agent or the Security Trustee in respect of the Insurances on each Security Vessel, in form and substance satisfactory to the Facility Agent, with the cost of such report to be reimbursed by the Borrower, and (y) Insurance Subordination Undertakings; and

(ii)

evidence that each Mortgage over a Security Vessel that is flagged in the Isle of Man on the Effective Date has been duly recorded against the relevant Security Vessel as a valid first preferred or priority ship mortgage in accordance with the laws of the Approved Flag Jurisdiction in which such Security Vessel is registered), together with legal opinions on matters of the laws of such Vessels’ Approved Flag Jurisdiction and the State of Delaware, addressed to the Facility Agent in such form as the Facility Agent may require.

5.             REPAYMENT AND PREPAYMENT.

5.1           Repayment. The Borrower shall repay the Loan as follows:

(a)            the principal amount of Tranche A in an amount equal to $50,000,000, together with accrued but unpaid interest thereon, no later than the one (1) year anniversary of the Drawdown Date;

(b)            the principal amount of Tranche B in accordance with the Initial Tranche B Repayment Schedule until and including the first anniversary of the Drawdown Date, (ii) $12,500,000 on each Quarterly Installment Date thereafter prior to the two (2) year anniversary of the Drawdown Date, and (iii) $25,000,000 on each Quarterly Installment Date after the two (2) year anniversary of the Drawdown Date, in each case together with accrued and unpaid interest thereon; and

(c)            the remaining outstanding principal amount of each Tranche, together with accrued but unpaid interest thereon and any fees and other amounts owing to any Creditor under the Loan Documents on the Final Payment Date.

For purposes of this Agreement:

“Initial Tranche B Repayment Schedule” shall mean the payment of quarterly installments equal to $0 on the first Quarterly Installment Date, $12,500,000 on the second Quarterly Installment Date, and $18,750,000 on each of the third and fourth Quarterly Installment Dates; provided that:

(a)            if the Borrower makes voluntary or mandatory prepayments of principal under Tranche B in an aggregate amount equal to $12,500,000 prior to the second Quarterly Installment Date, Tranche B shall thereafter be repaid in accordance with the Alternate Tranche B Repayment Schedule, commencing on the second Quarterly Installment Date (and the Initial Tranche B Repayment Schedule shall cease to be in effect);

(b)            if the Borrower makes voluntary or mandatory prepayments of principal under Tranche B in an aggregate amount of $25,000,000 prior to the third Quarterly Installment Date, Tranche B shall thereafter be repaid in accordance with the Alternate Tranche B Repayment Schedule, commencing on the third Quarterly Installment Date (and the Initial Tranche B Repayment Schedule will cease to be in effect);

(c)            if the Borrower makes voluntary or mandatory prepayments of principal under Tranche B in an aggregate amount of $37,500,000 prior to the fourth Quarterly Installment Date, Tranche B shall thereafter be repaid in accordance with the Alternate Tranche B Repayment Schedule, commencing on the fourth Quarterly Installment Date (and the Initial Tranche B Repayment Schedule will cease to be in effect);

(d)            while the Initial Tranche B Repayment Schedule is in effect, all voluntary and mandatory prepayments (other than prepayments due pursuant Section 9.4) shall be applied first towards repayment of Tranche B, until prepayments under paragraph (a), (b) or (c) have been made;

(e)            while the Initial Tranche B Repayment Schedule is in effect, no Loan Party shall be permitted to make any Distribution other than pursuant to paragraphs (c) through (e) of the definition of “Permitted Distribution”;

(f)             while the Initial Tranche B Repayment Schedule is in effect, if on any Quarterly Repayment Date the Parent Guarantor has Free Liquidity in excess of $10,000,000 greater than the minimum amount required under Section 9.3(a)(i) (“Excess Free Liquidity”), the Borrower shall make a mandatory prepayment under Tranche B on such Quarterly Repayment Date in a principal amount up to the lesser of (x) such Excess Free Liquidity and (y) an amount that would result in Tranche B being prepaid in a principal amount equal to $12,500,000 prior to the second Quarterly Installment Date, $25,000,000 prior to the third Quarterly Installment Date or $37,500,000 prior to the fourth Quarterly Installment Date;

(g)            at all times while the Initial Tranche B Repayment Schedule is in effect, the Parent Guarantor shall maintain at least $12,500,000 in time deposits with the Facility Agent or any Affiliate thereof; and

(h)            while the Initial Tranche B Repayment Schedule is in effect, any breach of the foregoing clauses (e) through (g) shall result in the Initial Tranche B Repayment Schedule being replaced with the Alternate Tranche B Repayment Schedule on the date of such breach, and any amounts which were required to be paid under the Alternate Tranche B Repayment Schedule prior to such date which have not been paid through such date shall be immediately due and payable.

“Alternate Tranche B Repayment Schedule” shall mean the payment of quarterly installments equal to $12,500,000 on the each Quarterly Installment Date until and including the first anniversary of the Drawdown Date.

5.2            Voluntary Prepayment. Subject to delivery of the notices required by this Section 5.2 and the application of prepayments described in Section 5.5, the Borrower may, at its option, on any Banking Day, prepay all or any portion of the Loan or a Tranche. The Borrower shall compensate the Lenders for any loss, cost or expense incurred by them as a result of a prepayment made on any day other than the last day of the applicable Interest Period in accordance with the provisions of Sections 5.5 or 11.5, as the case may be. Prepayments made on the last day of the applicable Interest Period shall be without penalty or premium. Any prepayment (other than a prepayment in full) shall be in an integral multiple of One Million Dollars ($1,000,000) with a minimum amount of One Million Dollars ($1,000,000), or the full amount of the Loan or Tranche then outstanding or such other amount as the Lenders, in their sole discretion, may agree. In addition, on the date of any prepayment hereunder, all accrued interest to the date of such prepayment must be paid in full with respect to the Loan or relevant Tranche or portion thereof being prepaid. The Borrower shall deliver to the Facility Agent notice of such prepayment not less than three (3) Banking Days prior to the date on which the Borrower intends to make such prepayment, and such notice shall specify the date and amount of such prepayment and must be received by the Facility Agent by 11:00 a.m. (New York time).

5.3            Borrower’s Obligations Absolute. The Borrower’s obligations to pay the Lenders hereunder and under the Notes shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof and thereof, under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Lenders.

5.4            Mandatory Prepayment.

(a)            Change of Control. If a Change of Control, occurs, the Borrower shall immediately repay in full the outstanding principal amount of the Loan, together with accrued but unpaid interest thereon and any fees or other amounts owing to any Creditor (and if such Change of Control occurs prior to the Drawdown Date, the Commitments shall be terminated).

(b)            Sale or Total Loss of a Security or Credit Support Vessel. In the event of a sale (other than a Permitted Disposal of the type described in clauses (a) through (c) or (e) of the definition thereof) or a Total Loss of a Security Vessel or Credit Support Vessel, (A) no later than three (3) Banking Days following any such sale, and (B) upon the earlier of (x) one hundred eighty (180) days after the relevant Total Loss Date or (y) three (3) Banking Days following the date on which the insurance proceeds in respect of such Total Loss are received by the relevant Security Vessel Owner or Credit Support Vessel Owner or the Security Trustee as assignee thereof, the outstanding principal amount of the Loan shall be prepaid in a total amount equal to the Required Amount; provided however that with respect to a Credit Support Vessel (i) no such prepayment shall be due in connection with the sale until the Net Cash Proceeds received from sales of Credit Support Vessels has exceeded $80,000,000, and (ii) thereafter, provided no Event of Default has occurred and is continuing and the Borrower provides written notice to the Facility Agent no later than three (3) Banking Days following such sale or Total Loss Date, the Credit Support Vessel Owner may elect to apply such proceeds in an amount equal to the Required Amount towards the purchase, repair or restoration of a Security Vessel or Credit Support Vessel (each, a “Reinvestment”). Notwithstanding the foregoing, in the event of a sale of a Security Vessel or Credit Support Vessel to an Affiliate of the Parent Guarantor (other than the Borrower or a Security Vessel Owner), the sale price shall be an amount not less than the Fair Market Value of such Security Vessel or Credit Support Vessel.

(c)            Incurrence of Additional Parent Indebtedness. The Parent Guarantor shall, promptly after receipt thereof, advance the excess of (i) the cash proceeds of unsecured Financial Indebtedness for borrowed money (excluding the Revolving Facility and any other working capital or revolving credit facilities and finance or capital leases) incurred by the Parent Guarantor after the Drawdown Date minus (ii) the sum of the amount of such cash proceeds that the Parent Guarantor intends to apply to (A) refinance existing Financial Indebtedness, (B) capital expenditures, the repair, improvement or replacement of assets, or the acquisition of Equity Interests or other investments, and (C) pay fees and expenses in connection with the foregoing.

(d)            Minimum Guarantor Liability Cap. If any post-closing adjustments to the Purchase Price (as defined in the Acquisition Agreement) made pursuant to the Acquisition Agreement result in the Guarantor Liability Cap ceasing to be greater than or equal to 87.5% of the principal amount of the Loan then-outstanding, the Borrower shall make a prepayment of the Loan within one (1) Banking Day of the Parent Guarantor becoming notified of such adjustment in an amount sufficient to cause the Guarantor Liability Cap to be equal to 87.5% of the principal amount of the Loan outstanding.

5.5            Interest and Costs with Prepayments/Application of Prepayments. Any prepayment of the Loan or a Tranche (including, without limitation, those made pursuant to this Section 5) shall be subject to the condition that on the date of prepayment all accrued interest to the date of such prepayment shall be paid in full with respect to the Loan or the portion thereof being prepaid, together with any and all costs or expenses incurred by the applicable Lenders in connection with any breaking of funding for prepayments other than on the last day of the applicable Interest Period (as certified by the Facility Agent, which certification shall, absent any manifest error, be conclusive and binding on the Borrower). Subject to the terms of Section 5.1 while the Initial Tranche B Repayment Schedule is in effect, all voluntary or mandatory prepayments of the Loan shall be (a) (i) first applied towards Tranche A (other than prepayments due pursuant to Section 9.4) until the earlier of (x) the payment due under Section 5.1(a) is made and (y) the one (1) year anniversary of the Drawdown Date, and (ii) thereafter applied towards Tranche A and Tranche B on a pro rata basis (based on the total remaining amount thereof) and (b) other than in the case of Tranche A (which shall be applied first to the installment due under Section 5.1(a)), applied towards principal installments in the inverse order of maturity (including any amounts due on the Final Payment Date).

6.             INTEREST AND RATE.

6.1           Applicable Rate. Each Tranche shall bear interest at the rate per annum (the “Applicable Rate”) which is equal to the aggregate of (a) the Benchmark for the relevant Interest Period, plus (b) the Margin. The Applicable Rate shall be determined by the Facility Agent prior to the first (1^st) day of each Interest Period, and the Facility Agent shall promptly notify the Borrower in writing of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrower.

6.2           Default Rate. Any amounts due under this Agreement, not paid when due, whether by acceleration or otherwise, shall bear interest thereafter from the due date thereof until the date of payment at a rate per annum equal to the Applicable Rate plus two percent (2%) (the “Default Rate”).

6.3           Interest Payments. Accrued interest on each Tranche shall be payable in arrears on the last day of the Interest Period, except that if the Borrower shall select an Interest Period in excess of three (3) months, accrued interest on each Tranche shall be payable during such Interest Period on each three (3) month anniversary of the commencement of such Interest Period and upon the end of such Interest Period.

6.4           Benchmark Replacement Setting.

(a)            Benchmark Replacement.

(i)            Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(ii)            No Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 6.4.

(b)            Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Facility Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)            Notices; Standards for Decisions and Determinations. The Facility Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Facility Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 6.4(d). Any determination, decision or election that may be made by the Facility Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 6.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 6.4.

(d)            Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Facility Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Facility Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Facility Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)            Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Benchmark during such period shall be the ABR.

7.             PAYMENTS.

7.1           Place of Payments, No Set Off.

(a)            All payments to be made hereunder by the Borrower shall be made to the Facility Agent, not later than 11:00 a.m. New York time (any payment received after 11:00 a.m. New York time shall be deemed to have been paid on the next Banking Day) on the due date of such payment, at its office located at 30 Hudson Yards, 81^st Floor, New York, New York 10001, USA or to such other office of the Facility Agent as the Facility Agent may direct, without set-off or counterclaim and free from, clear of, and without deduction or withholding for, any Taxes except as required by applicable law. If the Borrower or the Facility Agent shall at any time (as determined in the good faith discretion of the Borrower or the Facility Agent) be compelled by law to withhold or deduct any Taxes from any amounts payable hereunder, then (i) if the withholding or deduction is attributable to an Indemnified Tax, the sum payable by the Borrower hereunder shall include such additional amount as is necessary so that after making all required deductions (including deductions attributable to Indemnified Taxes applicable to the additional amount payable under this Section 7.1(a)) such Person receives an amount equal to the sum it would have received had no such deduction been made, (ii) the Borrower or the Facility Agent shall make such deductions, (iii) the Borrower or the Facility Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iv) in the event any withholding or deduction is made by the Borrower, whether for Taxes or otherwise, the Borrower shall promptly send to the Facility Agent such documentary evidence with respect to such withholding or deduction required by law.

(b)            The Borrower (subject to each Creditor satisfying its certification obligations set forth in Section 7.1(c) below) shall pay, and shall indemnify each Creditor for and hold each of them harmless from and against, within fifteen (15) days after written demand therefor, any and all Indemnified Taxes paid or incurred by, or asserted against, such Creditor whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such Indemnified Taxes or liabilities delivered to the Borrower by a Creditor (on its own behalf or on behalf of another Creditor) shall be conclusive absent manifest error. For purposes of clarification no such payment shall be required with respect to any Tax that is not an Indemnified Tax or to the extent the applicable payment was increased to take into account a Tax deduction or withholding as set forth in Section 7.1(a) above.

(c)            Any Creditor that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Facility Agent and the Borrower, on or before the date on which such Creditor becomes a Creditor hereunder, makes its portion of the Loan (or, in the case of a Lender that acquires its interest in the Loan by assignment from another Lender, on or before the effective date of such assignment), or otherwise becomes a party to any Loan Document, and thereafter upon the request of the Borrower or the Facility Agent, such properly completed and executed documentation as will permit such payments to be made without any Tax withholding or deduction (or at a reduced rate of withholding or deduction). In addition, any Creditor, if reasonably requested by the Borrower or the Facility Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Facility Agent as will enable the Borrower or the Facility Agent to determine whether or not such Creditor is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing: (A) any Creditor that is a US Person shall deliver to the Borrower and the Facility Agent on or prior to the date on which such Creditor becomes a party to any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Creditor is exempt from U.S. federal backup withholding Tax, (B) any Creditor that is not a US Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Facility Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Person becomes a Creditor under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), whichever of the following is applicable: (1) IRS Forms W-8BEN or W-8BEN-E (which, if the Lender claims exemption under Section 881(c) of the Code or applicable successor provision, shall be accompanied by a declaration that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10-percent shareholder” of the Borrower or the Parent Guarantor within the meaning of Section 871(h)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” related to the Borrower or the Parent Guarantor as described in Section 881(c)(3)(C) of the Code (such declaration, a “U.S. Tax Compliance Certificate”), (2) IRS Form W-8ECI, or (3) IRS Form W-8IMY, (accompanied by IRS Forms W-9, W-8ECI, W-8BEN or W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate, and/or other certification documents requested by the Borrower from the beneficial owners of the debt) as applicable (or applicable successor form), and (C) any Creditor that is not a US Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Facility Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Creditor becomes a Creditor under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Facility Agent to determine the withholding or deduction required to be made. The Facility Agent shall deliver to the Borrower, on or prior to the execution date of this Agreement (and such other times as reasonably requested by the Borrower), a properly completed and executed (i) IRS Form W-9 or (ii) IRS Form W-8ECI (with respect to any amounts payable to the Facility Agent for its own account) and IRS Form W-8IMY evidencing its agreement with the Borrower to be treated as a US Person as described in United States Treasury Regulation Section 1.1441-1(b)(2)(iv) (with respect to amounts received on account of any Lender). Each Creditor and the Facility Agent agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification and deliver it to the Borrower (and, if a Lender, also to the Facility Agent).

(d)            If any Person determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 7.1 (including by the payment of additional amounts pursuant to this Section 7.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 7.1 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

7.2           Tax Credits. If the Lenders obtain the benefit of a credit against the liability thereof for Taxes imposed by any taxing authority for all or part of the Indemnified Taxes as to which the Borrower has paid additional amounts as aforesaid, then the Lenders shall pay an amount to the Borrower which the Lenders determine will leave it (after such payment) in the same position as it would have been had the Indemnified Tax payment not been made by the Borrower. Each of the Lenders agree that in the event that Indemnified Taxes are imposed on account of the situs of its loans hereunder, each of the Lenders, upon acquiring knowledge of such event, shall, if commercially reasonable and if, in the opinion of the Lenders, it is not prejudicial to it, shift such loans on its books to another office so as to avoid the imposition of such Indemnified Taxes. Nothing contained in this clause shall in any way prejudice the right of the Lenders to arrange its tax affairs in such a way as they, in their sole discretion, deem appropriate. In particular, the Lenders shall not be required to obtain such tax credit, if this interferes with the way the Lenders normally deal with their tax affairs.

7.3           Computations; Banking Day.

(a)            All computations of interest and fees shall be made by the Lenders on the basis of a 360-day year (or in the case of interest computed by reference to the ABR at time when the ABR is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which interest or fees are payable. All interest hereunder on either Tranche shall be computed on a daily basis based upon the outstanding principal amount of such Tranche as of the applicable date of determination. Each determination by the Lenders of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error;

(b)            Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Banking Day, such payment shall be due and payable on the next succeeding Banking Day unless the next succeeding Banking Day falls in the following calendar month, in which case it shall be payable on the immediately preceding Banking Day.

7.4           Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a)            Such Defaulting Lender (i) shall not have any right to approve or disapprove any amendment, waiver or consent under the Loan Documents and (ii) any Commitments held by such Person for purposes hereof shall be automatically deemed to be voted pro rata according to the Commitments of all other Lenders in the aggregate (other than such Defaulting Lender).

(b)            The Facility Agent shall not be obligated to transfer to such Defaulting Lender any payments made by the Borrower to the Facility Agent for such Defaulting Lender's benefit, and, in the absence of such transfer to such Defaulting Lender, the Facility Agent shall transfer any such payments to each other non-Defaulting Lender ratably in accordance with their respective Commitments (without giving effect to the Commitments of such Defaulting Lender) (but only to the extent that the portion of the Loan to be funded by such Defaulting Lender was funded by the other Lenders) or, if so directed by the Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent the portion of the Loan to be funded by such Defaulting Lender were not funded by the other Lenders), retain the same to be re-advanced to the Borrower as if such Defaulting Lender had made such Loan to the Borrower. Subject to the foregoing, the Facility Agent may hold and, in its discretion, re-lend to the Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by the Facility Agent for the account of such Defaulting Lender.

(c)            Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrower to replace the Defaulting Lender with one or more substitute Lenders or prepay such Defaulting Lender (without any premium), and the Defaulting Lender shall have no right to refuse to be replaced hereunder or apply such prepayment. Such notice to replace the Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignment and Assumption Agreement, subject only to the Defaulting Lender being repaid its share of the outstanding Loan without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Assumption Agreement prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption Agreement. The replacement of any Defaulting Lender shall be made in accordance with the terms of Section 10.

(d)            The operation of this Section shall not be construed to increase or otherwise affect the Commitments of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder to the Facility Agent or to the Lenders other than such Defaulting Lender.

(e)            This Section shall remain effective with respect to such Lender until either (i) the obligations under this Agreement shall have been declared or shall have become immediately due and payable or (ii) the non-Defaulting Lenders, the Facility Agent, and the Borrower shall have waived such Defaulting Lender's default in writing, and the Defaulting Lender makes its respective Commitment of the applicable Loan and pays to the Facility Agent all amounts owing by such Defaulting Lender in respect thereof; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender, and no replacement of a Defaulting Lender pursuant to clause (c) above, will constitute a waiver or release of any claim of any party hereunder arising from such Lender's having been a Defaulting Lender.

8.             EVENTS OF DEFAULT.

8.1           Events of Default. The occurrence of any of the following events shall be an Event of Default:

(a)            Non-payment. any Loan Party fails to pay any amount payable by it under the Loan Documents when such amount is due for payment, unless (i) its failure to pay is caused by administrative or technical error in payment systems and payment is made within five (5) Banking Days following the original due date or (ii) in the discretion of the Facility Agent, the Borrower has substantiated that it is likely that such payment will be made in full within five (5) Banking Days following the original due date;

(b)            Representations. any representation, warranty or statement (including statements in Compliance Certificates) made by any Loan Party under or in connection with any Loan Document is or proves to have been incorrect, inaccurate or misleading in any material respect when made; or

(c)            Unlawfulness. it is or becomes unlawful for any Loan Party to perform or comply with any of its obligations under the Loan Documents to the extent this may materially impair:

(i)

the ability of such Loan Party to perform its obligations under any Loan Document; or

(ii)

the ability of the Facility Agent or the Security Trustee to exercise any material right or power vested to it under the Loan Documents; or

(d)            Certain Covenants. Any Security Party defaults in the performance or observance of any covenant applicable to it contained in Sections 4.5 (Conditions Subsequent), 9.1 (Financial Information), 9.1(p) (Insurance), 9.1(l) (Compliance with Statutes, Agreements, etc.), 9.1(m) (Environmental Matters), 9.2 (Negative Covenants), 9.3 (Financial Covenants) or 9.4 (Vessel Maintenance Test) of this Agreement; or

(e)            Breach of Other Obligations. any Security Party does not comply with any provision of the Loan Documents applicable to it other than set out under paragraphs (a) (Non-payment) and (d) (Certain Covenants) above, unless such failure is capable of being remedied and is remedied within twenty (20) Banking Days after the earlier of the Borrower's actual knowledge thereof, or written notice thereof is given to the Borrower by the Facility Agent; or

(f)             Cross Default. (i) There is Financial Indebtedness of a Security Party, and any default occurs resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of such Financial Indebtedness; (ii) if Financial Indebtedness of any Security Party is not paid when due nor within any applicable grace period; or (iii) any Financial Indebtedness of any Security Party is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); provided however that the foregoing clauses (i) through (iii) above shall only apply to Financial Indebtedness (x) under the Revolving Facility or (y) with an outstanding principal amount exceeding $20,000,000;

(g)            Bankruptcy.

(i)

any Security Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, administration or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, moratorium or other relief with respect to it or its debts, or (B) seeking appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, receiver manager, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Loan Party shall make a general assignment for the benefit of its creditors; or

(ii)

there shall be commenced against any Security Party any case, proceeding or other action of a nature referred to in clause (i) above, which is not in the opinion of the Majority Lenders frivolous or vexatious, and which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of twenty five (25) Banking Days and the relevant Loan Party does not take the appropriate means to dismiss, discharge, or bond such action within fifteen (15) Banking Days; or

(iii)

there shall be commenced against any Security Party thereof any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which is not in the opinion of the Majority Lenders frivolous or vexatious, and which action the relevant Security Party shall not have taken the appropriate means to discharge, stay or dismiss within fifteen (15) Banking Days from entry thereof, and which further has not been vacated, discharged, or stayed or bonded pending appeal within twenty five (25) Banking Days from the entry thereof; or

(iv)

any Security Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or

(v)

any Security Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due, or a moratorium shall be declared in respect of any material indebtedness of such Loan Party; or

(vi)

any Security Party shall make a general assignment for the benefit of creditors; or

(h)            Certain ERISA Transactions. (i) an ERISA Termination Event, Foreign Termination Event, ERISA Funding Event or Foreign Underfunding has occurred or exists that, in the reasonable option of the Majority Lenders, when taken together with all other ERISA Termination Events, Foreign Termination Events, ERISA Funding Events and Foreign Underfunding that have occurred or exist, could reasonably be expected to result in a Material Adverse Effect; (iii) any instances of non-compliance with ERISA, the Code or any other applicable requirement of law shall have occurred with respect to any Benefit Plan, Foreign Plan, Multiemployer Plan or Plan that, in the reasonable opinion of the Majority Lenders, when taken together with all other such instances of non-compliance with ERISA, the Code or any other applicable requirement of law that shall have occurred with respect to any Benefit Plan, Foreign Plan, Multiemployer Plan or Plan, could reasonably be expected to result in a Material Adverse Effect; (iv) the execution and/or delivery of this Agreement and/or the consummation of the transactions hereunder involves a non-exempt prohibited transaction for purposes of ERISA, Section 4075 of the Code or any Similar Law, unless such result is a result of the Lender’s funding the Loan with “plan assets” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law); or (v) any of the Loan Parties or any of their Subsidiaries becomes a “benefit plan investor” (as defined in Section 3(42) of ERISA) or is otherwise using “plan assets” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law).

Upon and during the continuance of any Event of Default, the Lenders’ obligation to make the Loan available shall cease and the Facility Agent may, by notice to the Borrower, declare the entire unpaid balance of the then outstanding amount of the Loan, accrued interest and any other sums payable by the Borrower hereunder or under the Notes due and payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subsection (g) of this Section 8.1 with respect to any Loan Party, the Loan and the Notes shall be immediately due and payable without declaration or other notice to any Loan Party. In such event, the Facility Agent (for itself and the other Creditors other than the Hedging Banks), the Security Trustee (for itself and the other Creditors) and the Hedging Banks (as to the Hedging Agreements) may proceed to protect and enforce their respective rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, in the Notes or in any Security Document, or in aid of the exercise of any power granted herein or therein, or the Facility Agent may proceed to enforce the payment of the Notes or to enforce any other legal or equitable right of any of the Creditors, or proceed to take any action authorized or permitted under the terms of any Security Document or by applicable law for the collection of all sums due, or so declared due, on the Note. Without limiting the foregoing, the Borrower agrees that during the continuance of any Event of Default any of the Creditors shall have the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower to such Creditor hereunder and/or under the Notes (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of such Creditor, the balance of any deposit account (demand or time, mature or unmatured) of the Borrower then or thereafter with such Creditor and every other claim of the Borrower then or thereafter against such Creditor.

8.2            Application of Moneys. All moneys received by any Creditor from Collateral under any of the Loan Documents pursuant to an Enforcement Event shall be applied by the Facility Agent in the following manner:

(a)             first, in or towards the payment or reimbursement of any expenses or liabilities incurred by the Facility Agent, Security Trustee, the Hedging Banks or the Lenders in connection with the ascertainment, protection or enforcement of their respective rights and remedies hereunder, under the Notes and under any of the Security Documents,

(b)            second, in or towards payment of any interest owing in respect of Tranche A,

(d)            fourth, in or towards payment of any interest owing in respect of Tranche B,

(e)            fifth, in or towards repayment of principal of Tranche B,

(f)             sixth, in or towards payment of all other sums which may be owing to the Facility Agent, the Security Trustee or the Lenders under this Agreement, under the Notes or under any of the other Loan Documents (excluding any Hedging Agreements),

(g)            seventh, in or towards repayment of all sums owing to the Hedging Banks under any Hedging Agreement entered into between the Borrower and the Hedging Banks, and

(h)            eighth, the surplus (if any) shall be paid to the Borrower or to whosoever else may be entitled thereto.

9.             COVENANTS.

9.1           Affirmative Covenants. Each of the Loan Parties hereby covenants and undertakes, as to itself, with the Lenders that, from the Effective Date and so long as any principal, interest or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, as follows:

(a)            Financial Information. The Borrower shall deliver to the Facility Agent:

(i)

as soon as available but not later than one hundred and fifty (150) days after the end of each fiscal year of the Parent Guarantor, complete copies of the consolidated financial reports of the Parent Guarantor (together with a Compliance Certificate signed by the Chief Financial Officer of the Borrower), all in reasonable detail, which shall include at least the consolidated balance sheet of the Parent Guarantor as of the end of such year and the related consolidated income statement and statement of cash flows for such year, which shall be audited reports;

(ii)

as soon as available but not later than sixty (60) days after the end of each of the first three Quarter Dates of each fiscal year of the Parent Guarantor, a quarterly interim consolidated balance sheet of the Parent Guarantor and the related consolidated income statement and statement of cash flows (together with a Compliance Certificate signed by the Chief Financial Officer of the Parent Guarantor), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Parent Guarantor;

(iii)

as soon as available but not later than thirty (30) days after the beginning of each fiscal year of the Parent Guarantor, the consolidated budget and cash flow projections for such fiscal year of the Parent Guarantor;

(iv)

within ten (10) days of the Parent Guarantor’s receipt thereof, copies of all audit letters or other correspondence from any external auditors including material financial information in respect of each Loan Party;

(v)

promptly upon any such dispatch, copies of all documents dispatched by a Loan Party to its creditors generally; and

(vi)

such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Creditors may from time to time request, certified (other than with regards to forecasts and projections) to be true and correct copies thereof by the chief financial officer (or other equivalent Person) of the Borrower;

(b)            Performance of Agreements. each Loan Party shall duly perform and observe, the terms of this Agreement and the other Loan Documents to the extent it is a party thereto and bound thereunder;

(c)            Notice of Default, etc. the Borrower shall, promptly upon, and in any event no later than five (5) Banking Days after obtaining knowledge thereof, inform the Facility Agent of the occurrence of (a) any Event of Default or of any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) any litigation or governmental proceeding pending or threatened in writing against any Loan Party or against any of their respective Subsidiaries, including but not limited to, in respect of any Environmental Claim, which could reasonably be expected to have a Material Adverse Effect, (c) the withdrawal of a Security Vessel’s rating by its Classification Society or the issuance by the Classification Society of any material recommendation or notation affecting class except as disclosed in the Acquisition Agreement and (d) any other event or condition which is reasonably likely to have a Material Adverse Effect;

(d)            Obtain Consents. without prejudice to Section 2.1 and this Section 9.1, each Loan Party shall, and shall cause each other Security Party to, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its obligations under this Agreement, under the Notes and under the Security Documents;

(e)            Vessel Valuations. the Borrower shall obtain (at its cost) and deliver to the Facility Agent on June 30 and December 31 of each year, a written appraisal in respect of each Security Vessel, indicating the Fair Market Value of such Vessel; provided however that if the Aggregate Security Vessel Value is less than 250% of the principal amount of the Loan then outstanding, the Borrower shall obtain (at its cost) and deliver to the Facility Agent additional written appraisals in respect of a sufficient number of Credit Support Vessels to demonstrate an Aggregate Vessel Value equal to or exceeding 250% of the principal amount of the Loan then outstanding. Any additional appraisals requested by the Facility Agent shall be obtained at the Lenders’ ratable expense, provided, that following and during the continuance of any Event of Default, all such additional appraisals are to be at the Borrower's expense;

(f)             Corporate Existence. ensure that (i) each Security Party continues to exist as a limited liability company, corporation, limited partnership, or other entity (as applicable), except to the extent otherwise permitted hereunder, and (ii) no Security Party shall change its jurisdiction of incorporation or formation without (A) fifteen (15) days prior written notice to the Facility Agent and (B) taking all actions necessary to ensure the Security Trustee’s Lien in the Collateral remains in place after such change in jurisdiction;

(g)            Vessel Covenants. Each Loan Party shall and shall cause each other Security Party to, upon the making of the Loan on the Drawdown Date:

(i)

Registration and Name. keep the Security Vessel or Credit Support Vessel owned by it registered in its name under the law of an Approved Flag Jurisdiction; not change the flag of a Security Vessel to another Approved Flag Jurisdiction without delivering a new first preferred Mortgage (and any amendments to existing Security Documents required to maintain the Liens granted thereunder) with respect to such Vessel in form and substance reasonably acceptable to the Facility Agent; not do, omit to do or allow to be done anything as a result of which such registration might be cancelled;

(ii)

Repair and Classification. keep the Vessel owned by it in a good and safe condition and state of repair (ordinary wear and tear and loss by casualty or condemnation excepted), and in any event in such condition as will entitle such Vessel to classification free of all recommendations or conditions against class that are overdue except as disclosed in the Acquisition Agreement and as to comply in all material respects with all laws and regulations applicable to Vessels registered under the law of such Security Vessel or Credit Support Vessel’s Approved Flag Jurisdiction or to Vessels trading to any jurisdiction to which that Vessel may trade from time to time, including but not limited to the ISM Code and the ISPS Code;

(iii)

Modification. not make any permanent modification to any Security Vessel owned by it or equipment installed on that Security Vessel, which in any case would (A) materially alter the structure, type or performance characteristics of such Security Vessel and (B) reduce the Fair Market Value of such Vessel such that following such modification, the Fair Market Value of such Security Vessel would cause a breach of Section 9.4; provided that the foregoing shall not apply to modifications that are (x) made in good faith in connection with the employment of such Security Vessel, (y) required by any applicable law, rule or regulation, or order, ruling or directive of a Governmental Authority or (z) determined in good faith by such Security Party to be required for the safe and prudent operation of such Security Vessel;

(iv)

Surveys. at its sole expense, shall submit the Security Vessel or Credit Support Vessel owned by it regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Majority Lenders, provide the Security Trustee, at the Borrower’s sole expense, with copies of all survey reports (including all internally generated inspection or survey reports on each Security Vessel) in respect of any Security Vessel;

(v)

Inspection. permit the Security Trustee (by surveyors or other persons appointed by it for that purpose at the cost of the Borrower) (i) at all reasonable times but not more than one time per year with reasonable prior notice to the Borrower so long as no Event of Default has occurred and is continuing and (ii) at any time at the Borrower’s cost while an Event of Default has occurred and is continuing, to board the Security Vessel owned by it to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections; provided that any such visits, surveys and inspections will not unreasonably interfere with the conduct of business of the Borrower, any charterer, any Security Vessel Owner or operator with respect to such Security Vessel, and all such visits, surveys and inspections shall be held at reasonable times, which shall be during ordinary business hours of the Borrower, any charterer or the Security Vessel Owner or operator of such Security Vessel, as applicable. The Security Trustee shall cooperate with the Borrower, Security Vessel Owner, operator and charterer in respect of the timing for and the place where such surveys take place in order to minimize disruption to the activities of such Security Vessel;

(vi)

Prevention and release from arrest. promptly discharge:

(A)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Security Vessel owned by it, or any Security Vessel’s Earnings or Insurances, in each case other than (x) Permitted Liens or (y) any of the foregoing being contested in good faith and diligently by appropriate proceedings;

(B)

[Reserved];

(C)

forthwith upon receiving notice of the arrest of the Security Vessel owned by it, or of its detention in exercise or purported exercise of any lien or claim, that Security Vessel Owner shall procure, if reasonably possible, its release by providing bail or otherwise as the circumstances may require;

(vii)

Restrictions on chartering; appointment of managers.

(A)

not let the Security Vessel owned by it on bareboat charter for any period (other than Internal Bareboat Charter Arrangements), without the prior written consent of the Majority Lenders except that Security Vessels operating in Australia may be subject to bareboat charters shorter than one (1) year in duration if the Borrower in good faith determines such bareboat charters would avoid negative consequences to its business in such jurisdiction;

(B)

except for Internal Bareboat Charter Arrangements, not charter the Security Vessel owned by it otherwise than on bona fide arm’s length terms at the time when that Security Vessel is fixed;

(C)

not (i) appoint a manager of the Security Vessel owned by it other than an Approved Manager, (ii) agree to any alteration to the terms of any Approved Management Agreement which alteration is materially adverse to the interests of the Creditors in their capacities as such, or (iii) terminate any Approved Management Agreement except (A) in accordance with the terms thereof or (B) in connection with entering into a replacement Approved Management Agreement that does not contain terms materially adverse to the interests of the Creditors in their capacities as such;

(D)

in the case of a Security Vessel Owner, not charter in any vessel from a third party;

(viii)

Notice of Mortgage. carry on board each Security Vessel a certified copy of the applicable Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s cabin of that Security Vessel a framed printed notice stating that such Security Vessel is mortgaged by that Security Vessel Owner to the Security Trustee;

(ix)

Inventory of Hazardous Materials. maintain an Inventory of Hazardous Materials on board each Security Vessel and provide a copy to the Facility Agent, unless no such list is required to be maintained under applicable law;

(x)

Green Scrapping. in the event that a member of the Group undertakes to dismantle any Vessel owned by it (including a Security Vessel or Credit Support Vessel) (or to sell such vessel with the intention of it being dismantled), it shall (A) ensure, prior to any dismantling contract being entered into by the relevant member of the Group, that the Facility Agent receives a statement from an independent third party expert reasonably acceptable to the Facility Agent confirming that the relevant shipyard/dismantling yard complies in all material respects with the requirements for such yards as set out in the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009, and (B) otherwise comply in all material respects with the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009;

(h)            Books and Records. at all times keep, and cause each Subsidiary of the Borrower to keep, proper books of record and account into which full and correct entries shall be made in accordance with GAAP in all material respects;

(i)             Taxes and Assessments. pay and discharge, and cause each Subsidiary of the Borrower to pay and discharge, all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or property prior to the date upon which penalties attach thereto; provided, however, that it shall not be required to pay and discharge, or cause to be paid and discharged, any such Tax, assessment, charge or levy so long as it is being contested in good faith and by appropriate proceedings and set aside on its books reserves with respect thereto;

(j)             Inspection. allow, and cause each Subsidiary thereof to allow, upon fourteen (14) calendar days’ notice from the Facility Agent, any representative or representatives designated by the Facility Agent, subject to applicable laws, health and safety protocols, and regulations, to visit and inspect any of the properties (other than Security Vessels inspections of which are governed by Section 9.1(g)(v))of the Borrower or any Subsidiary thereof and, on request, to examine its books of account, records, reports, agreements and other papers and to discuss its affairs, finances and accounts with its officers, all at such times and as often as the Facility Agent requests; provided that the foregoing rights of the Facility Agent shall not unreasonably interfere with the conduct of the business of the applicable Loan Party or any such Subsidiary;

(k)            Compliance with Statutes, Agreements, etc. except where failure to comply would not alone or in the aggregate result in a Material Adverse Effect, do or cause to be done, and cause each Subsidiary thereof to do and cause to be done, (i) all things necessary to preserve and maintain all material licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and (ii) all things necessary to comply with (A) all contracts or agreements to which it, or any Subsidiary is a party; and (B) all laws, rules and regulations applicable to any Loan Party or such Subsidiary, including, without limitation, those laws, rules and regulations relating to employee benefit plans and environmental matters;

(l)             Environmental Matters. promptly upon the occurrence of any of the following conditions, provide to the Facility Agent a certificate of a chief executive officer thereof, specifying in detail the nature of such condition and its proposed response or the response of its Environmental Affiliates: (a) its receipt or the receipt by any Environmental Affiliates of the Borrower of any written communication whatsoever that alleges that such Person is not in compliance with any applicable Environmental Law or Environmental Approval, if such noncompliance could reasonably be expected to have a Material Adverse Effect, (b) knowledge by it, or by any Environmental Affiliates of the Borrower that there exists any Environmental Claim pending or threatened against any such Person, which could reasonably be expected to have a Material Adverse Effect, or (c) any release, emission, discharge or disposal of any material that could form the basis of any Environmental Claim against it or against any Environmental Affiliates of the Borrower, if such Environmental Claim could reasonably be expected to have a Material Adverse Effect. Upon the written request by the Facility Agent, it will submit to the Facility Agent at reasonable intervals, a report providing an update of the status of any issue or claim identified in any notice or certificate required pursuant to this subsection;

(m)            ERISA. forthwith upon (i) becoming aware that the execution and/or delivery of this Agreement and/or the consummation of the transactions hereunder involves a non-exempt “prohibited transaction” for purposes of ERISA, Section 4975 of the Code or any Similar Law or otherwise violates ERISA or any Similar Law, unless such result is a result of the Lender’s funding the Loan with “plan assets,” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law), (ii) any of the Loan Parties or any of their Subsidiaries becoming a “benefit plan investor” (as defined in Section 3(42) of ERISA) or otherwise using “plan assets” (as defined under Section 3(42) of ERISA and subject to ERISA, Section 4975 of the Code or such applicable Similar Law), (iii) the occurrence of any ERISA Termination Event or Foreign Termination Event or (iv) the occurrence or existence of any (A) ERISA Funding Event or (B) Foreign Underfunding, furnish or cause to be furnished to the Lenders written notice thereof, provided, in respect of subsections (iii) and (iv) above, such notice need be provided only to the extent that any such event(s) or underfunding(s) referenced in subsections (iii) and (iv) above, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(n)            Brokerage Commissions, etc. indemnify and hold the Creditors harmless from any claim for any brokerage commission, fee, or compensation from any broker or third party hired by the Borrower resulting from the transactions contemplated hereby;

(o)            Facilities. keep all properties useful or necessary to the Borrower's business in good repair and condition (ordinary wear and tear excepted), and from time to time make necessary repairs, renewals and replacements thereto, so that such properties shall be fully and efficiently preserved and maintained;

(p)            Insurance. maintain with financially sound and reputable insurance companies, insurance on all its properties and against all such risks and in at least such amounts as are usually insured against by companies of established reputation engaged in the same or similar business from time to time, and maintain the Insurances over the Security Vessels described in Schedule 9.1(p);

(q)            Ownership. (i) The Parent Guarantor shall remain the 100% direct owner of the Equity Interests of each of the Borrower and the Credit Support Pledgor, and the 100% direct or indirect owner of each other Security Party, and (ii) the Credit Support Parent shall remain the 100% direct owner of the Equity Interests of the Credit Support Vessel Owner; and

(r)             Pari Passu Obligations. ensure that the Financial Indebtedness of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents shall at least rank pari passu with any other present or future unsecured Financial Indebtedness thereof.

9.2            Negative Covenants. Each of the Loan Parties hereby covenants and undertakes, as to itself, with the Lenders that, from the date hereof and so long as any principal, interest or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, without the prior written consent of the Facility Agent (or the Majority Lenders or all of the Lenders if required by Section 14.8), in each case, which consent shall not be unreasonably withheld, conditioned or delayed:

(a)            Liens. Such Loan Party shall not, and shall cause each other Security Party not to, create or permit to subsist any Lien over any of its assets or enter into arrangements having a similar effect other than Permitted Liens;

(b)            Financial Support. Such Loan Party (other than the Parent Guarantor) shall not, and shall cause each other Security Party (other than the Credit Support Pledgor) not to grant any Financial Support to or for the benefit of any Person, other than Permitted Financial Support;

(c)            Distributions. Such Loan Party shall not, and shall cause each other Security Party not to, make any Distributions other than a Permitted Distribution;

(d)            Financial Indebtedness. Such Loan Party (other than the Parent Guarantor) shall not, and shall cause each other Security Party (other than the Credit Support Pledgor) not to, incur any Financial Indebtedness other than Permitted Indebtedness;

(e)            Disposals. Such Loan Party shall not, and shall cause each other Security Party not to, make any Disposal other than a Permitted Disposal;

(f)            Change in Corporate Structure or Business. (i) Such Loan Party shall not, and shall cause each other Security Party not to, (x) cease to carry on its business (except to the extent the same would not have a Material Adverse Effect), or (y) change the general nature of its businesses in any material respect from that carried on or contemplated to be carried on by such Security Party at the date hereof, other than businesses reasonably related thereto (including, for the avoidance of doubt, related to the generation of energy offshore) or similar, complementary thereto, or which constitute a reasonable extension thereof;

(g)            Transactions with Affiliates. no Loan Party (other than the Parent Guarantor) shall, and each Loan Party shall cause each other Security Party (other than the Credit Support Pledgor) not to, engage, directly or indirectly, in any transaction with any Affiliate other than (i) transactions between one or more Security Parties, (ii) Internal Bareboat Charter Arrangements, (iii) Approved Management Agreements, (iv) Permitted Disposals contemplated by clause (g) of the definition thereof and (v) any other transaction on an arm's length (or more favorable to such Security Party) basis;

(h)            Changes in Offices or Names. Neither the Borrower nor the Guarantors will change the location of its chief executive office, the office of its chief place of business, the office in which the records relating to the Earnings or Insurances of a Security Vessel are kept or its name unless the Lenders shall have received fifteen (15) days prior written notice of any such change;

(i)             Consolidation and Merger; Acquisitions. The Parent Guarantor will not and will ensure that no other Security Party shall:

(i)            carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of such Security Party with any Person unless (a) (i) the Collateral existing immediately prior to such merger or other business consolidation or corporate reorganization remains in place at all times or an equivalent Lien is granted on the date of such merger without any hardening periods in respect of any new Collateral provided and (ii) such transaction does not have a Material Adverse Effect or (b) such merger or other business combination or corporate reorganization constitutes a Permitted Disposal;

(ii)            carry out any de-merger or other corporate reorganization with any Person unless (a) the Collateral remains in place at all times or an equivalent Lien is granted on the date of such de-merger and (b) such transaction does not have a Material Adverse Effect;

provided however that this Section 9.2(i) shall not apply to any transaction with respect to the Parent Guarantor provided the Parent Guarantor is the surviving entity immediately following such merger, business combination or corporate reorganization; or

(j)             No Money Laundering; Sanctions. The Loan Parties will, and will cause each other Security Party to: (a) ensure that no proceeds from the Loan are used directly or indirectly for any purpose which would breach any applicable acts, regulations or laws on bribery, corruption or similar; and (b) conduct its businesses and maintain policies and procedures in compliance with applicable anti-corruption laws. The Parent Guarantor shall adopt and maintain policies intended to ensure that none of its Subsidiaries will, engage in any conduct prohibited by any applicable Sanctions;

(k)            Use of Proceeds. the Borrower will not use the proceeds of the Loan in violation of Regulation T, Regulation U or Regulation X;

(l)             Compliance with Sanctions.

(i)

No Loan Party shall (and each Loan Party shall ensure that no other Relevant Person will) take any action, make any omission or use (directly or indirectly) any proceeds of the Loan, in a manner that:

(A)

is a breach of Sanctions; and/or

(B)

causes (or will cause) a breach of Sanctions by any Secured Creditor.

(ii)

No Loan Party shall (and each Loan Party shall ensure that no other Relevant Person will) take any action or make any omission that results, or is reasonably likely to result, in it or any Secured Creditor becoming a Restricted Party;

(m)            Equity Interests; Subsidiaries. No Loan Party (other than the Parent Guarantor) shall, and each Loan Party shall cause each other Security Party (other than the Credit Support Pledgor) not to (i) issue any Equity Interests or acquire any Equity Interests, or (ii) own any Equity Interests other than the Security Vessel Owners and the Credit Support Parties, in each case other than in compliance with Section 9.2(f).

9.3            Financial Covenants and Equity Cure.

(a)            Financial Covenants. The Borrower hereby covenants and undertakes with the Lenders that, from the date hereof and so long as any principal, interest or other moneys are owing in respect of this Agreement, the Notes or any of the Security Documents:

(i)

Free Liquidity. the Parent Guarantor, on a consolidated basis, shall maintain at all times minimum Free Liquidity of not less than the higher of (i) $20,000,000 and (ii) an amount equal to 10% of Net Interest Bearing Debt;

(ii)

Equity Ratio. the Equity Ratio of the Parent Guarantor on a consolidated basis, as at the end of each Quarter Date, shall be not less than 30%; and

(iii)

Interest Coverage Ratio. the Interest Coverage Ratio of the Parent Guarantor on a consolidated basis, as at the end of each Quarter Date, shall be not less than 2.0:1.0; and

(b)            Equity Cure. If the Parent Guarantor fails (or would otherwise fail) to comply with either of the Financial Covenants described in clauses (a)(i) or (a)(ii) above as at the end of any Quarter Date, and the Parent Guarantor receives cash proceeds in the form of new equity or Subordinated Parent Loan (the "Cure Amount") within twenty (20) Banking Days of the date on which the Compliance Certificates are due hereunder, then such Financial Covenant shall be recalculated after giving effect to the following pro forma adjustments:

(i)

Free Liquidity. the Free Liquidity shall be increased by an amount equal to the Cure Amount; and

(ii)

Equity Ratio. each of Equity and Total Assets shall be increased by an amount equal to the Cure Amount;

and if, after giving effect to the foregoing recalculations, the Borrower would be in compliance with the requirements of all Financial Covenants, the Borrower shall be deemed to have satisfied the requirements of such Financial Covenants as at the end of such Quarter Date as though there had been no failure to comply with such requirement, and the applicable breach or default of such Financial Covenants which had occurred shall be deemed to have been prevented or cured; provided, however, that the Borrower may not cure a breach of Financial Covenants described in clauses (a)(i) or (a)(ii) above pursuant to this Section 9.3(b) (x) more than 3 times during the term of the Loan and (y) with respect to more than 2 consecutive Quarter Dates.

9.4            Vessel Maintenance Test. If the appraisals required by Section 9.1(e) demonstrate that (x) the Aggregate Security Vessel Value is less than 150% of the principal amount of the Loan then outstanding, or (y) the Aggregate Vessel Value is less than 250% of the principal amount of the Loan then outstanding, the Borrower shall, no later than fifteen (15) days after June 30 or December 31, as applicable, take one of the following actions, such that after giving effect to such pledged cash collateral and/or any repayment of the Loan, as applicable, the Aggregate Security Vessel Value and/or the Aggregate Vessel Value, as applicable, equals or exceeds the required percentage of the outstanding amount of the Loan described in clauses (x) and (y) above, (i) pledge or cause to be pledged to the Security Trustee in a blocked account cash collateral, and/or (ii) prepay a principal amount of the Loan (together with interest thereon and any other monies payable in respect of such prepayment pursuant to Section 5.5).

10.           ASSIGNMENT.

(a)            This Agreement shall be binding upon, and inure to the benefit of, each of the Loan Parties and each of the Creditors and their respective successors and permitted assigns, except that the Loan Parties may not assign any of their respective rights or obligations hereunder without the written consent of the Lenders.

(b)            Subject to the terms of this Article 10, each Lender shall be entitled to assign its rights and obligations under this Agreement with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and deemed to have been given if no express refusal is received within five (5) Banking Days after the Borrower receives written notice of the proposed assignment) and the Facility Agent; provided, no such consent of the Borrower shall be necessary in the case of the assignment to (i) another Lender, (ii) an Affiliate, another office or branch of any Lender, (iii) to the Mandated Lead Arranger, or an Affiliate of the Mandated Lead Arranger and made in connection with the facilitation of primary syndication, (iv) any Person during the continuance of any Event of Default, and (v) to any Person on the Approved Lender List; and, in any case, such Lender shall forthwith give notice of any such assignment to the Borrower and the Facility Agent and, provided no Event of Default has occurred and is continuing, pay the Facility Agent an assignment fee of $7,500 for each such assignment; provided, however, that any such assignment must be made pursuant to an Assignment and Assumption Agreement. Each of the Loan Parties will take all reasonable actions requested by the Facility Agent or any Lender to effect such assignment. Notwithstanding the foregoing, no Lender shall assign its rights and obligations under this Agreement to any natural Person, the Borrower or any of the Borrower’s Affiliates, or to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender. Except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

11.           ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.

11.1         Illegality. In the event that by reason of any change after the date of this Agreement in any applicable law, regulation or regulatory requirement or in the interpretation thereof, a Lender has a basis to conclude that it has become unlawful for such Lender to maintain or give effect to its obligations as contemplated by this Agreement, such Lender shall inform the Facility Agent and the Borrower to that effect, whereafter the liability of such Lender to make its Commitment available shall forthwith cease and the Borrower shall be required either to repay to such Lender that portion of the Loan advanced by such Lender immediately or, if such Lender so agrees, to repay such portion of the Loan to such Lender on the last day of any then current Interest Period. In any such event, but without prejudice to the aforesaid obligations of the Borrower to repay the Loan, the Borrower and the relevant Lender shall negotiate in good faith with a view to agreeing on terms for making the Loan available from another jurisdiction or otherwise restructuring the Loan on a basis which is not unlawful.

11.2         Increased Costs.

(a)            Increased Costs Generally. If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)

subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)

impose on any Lender any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or the Loan made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)            Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loan made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)            Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)            Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

11.3         Market disruption. The following provisions of Sections 11.4 and 11.5 apply if:

(a)            if, on the Periodic Term SOFR Determination Day for the relevant Interest Period, the Facility Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or;

(b)            before close of business in New York on the Periodic Term SOFR Determination Day for the relevant Interest Period, the Facility Agent receives notice from the Majority Lenders that Term SOFR does not adequately and fairly reflect the cost to such Lenders of funding or maintaining such Loan.

11.4         Notification of market disruption. The Facility Agent shall promptly notify the Borrower and each of the Lenders, stating the circumstances falling within Section 11.3 which have caused its notice to be given (the “Market-Disruption Notification”); provided, however, that the Market-Disruption Notification itself shall, absent manifest error, be final, conclusive and binding on all parties hereto.

11.5         Alternative rate of interest during market disruption. For so long as the circumstances falling within Section 11.3 are continuing, the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the aggregate of (i) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select, and (ii) the Margin, if any.

11.6         Lender's Certificate Conclusive. A certificate or determination notice of any Lender as to any of the matters referred to in this Section 11 shall, absent manifest error, be conclusive and binding on the Borrower.

11.7         Compensation for Losses. Where the Loan or any portion thereof is to be repaid by the Borrower pursuant to this Section 11, the Borrower agrees simultaneously with such repayment to pay to the Lenders all accrued interest to the date of actual payment on the amount repaid and all other sums then payable by the Borrower to the Lenders pursuant to this Agreement, together with such amounts as may be certified by the Lenders to be necessary to compensate the Lenders for any actual loss, premium or penalties incurred or to be incurred thereby on account of funds borrowed to make, fund or maintain the Loan or such portion thereof for the remainder (if any) of the then current Interest Period or Interest Periods, if any, but otherwise without penalty or premium.

11.8         [Reserved].

12.           CURRENCY INDEMNITY.

12.1         Currency Conversion. If, for the purpose of obtaining or enforcing a judgment in any court in any country, it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in Dollars under this Agreement, the Notes or any of the Security Documents, then the conversion shall be made, in the discretion of the Facility Agent, at the rate of exchange prevailing either on the date of default or on the day before the day on which the judgment is given or the order for enforcement is made, as the case may be (the “conversion date”), provided that the Secured Creditors shall not be entitled to recover under this Section any amount in the judgment currency which exceeds at the conversion date the amount in Dollars due under this Agreement, the Note, and/or any of the Security Documents.

12.2         Change in Exchange Rate. If there is a change in the rate of exchange prevailing between the conversion date and the date of actual payment of the amount due, the Borrower shall pay such additional amounts (if any, but, in any event, not a lesser amount) as may be necessary to ensure that the amount paid in the judgment currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount then due under this Agreement, the Notes and/or any of the Security Documents in Dollars; any excess over the amount due received or collected by the Lenders shall be remitted to the Borrower.

12.3         Additional Debt Due. Any amount due from the Borrower under this Section 12 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement, the Notes and/or any of the Security Documents.

12.4         Rate of Exchange. The term “rate of exchange” in this Section 12 means the rate at which the Lenders in accordance with their normal practices are able on the relevant date to purchase Dollars with the judgment currency and includes any premium and costs of exchange payable in connection with such purchase.

13.           FEES AND EXPENSES.

13.1         Fees. The Borrower shall pay all such fees under any Fee Letter on the due date specified therein.

13.2         Expenses. The Borrower agrees, whether or not the transactions hereby contemplated are consummated, on demand to pay, or reimburse each of the Creditors for its payment of, the reasonable expenses of the Creditors incident to said transactions (and in connection with any supplements, amendments, waivers or consents relating thereto or incurred in connection with the enforcement or defense of any of the Creditors’ rights or remedies with respect thereto or in the preservation of the Creditors’ priorities under the documentation executed and delivered in connection therewith) including, without limitation, all reasonable costs and expenses of preparation, negotiation, execution and administration of this Agreement and the documents referred to herein, the reasonable fees and disbursements of the Creditors’ counsel in connection therewith in the case of counsel (limited to one legal counsel for the Creditors, taken as a whole, in each applicable jurisdictions), as well as the reasonable fees and expenses of any independent appraisers, surveyors, engineers and other consultants retained by the Facility Agent or Security Trustee in connection with this transaction, all reasonable costs and expenses, if any, in connection with the enforcement of any Loan Document and Other Taxes, if any, incident to the execution and delivery of the documents herein contemplated.

14.           THE FACILITY AGENT AND SECURITY TRUSTEE.

14.1         Appointment of Facility Agent. Each of the Lenders irrevocably appoints and authorizes the Facility Agent, which for the purposes of this Section 14 shall be deemed to include the Facility Agent acting in its capacity as Security Trustee pursuant to Section 14.2 to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as is delegated to the Facility Agent by the terms of this Agreement and the other Loan Documents. Neither the Facility Agent nor any of its directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them under this Agreement, the Notes or the Security Documents or in connection therewith, except for its or their own gross negligence or willful misconduct.

14.2            Appointment of Security Trustee. Each of the Secured Creditors party hereto irrevocably appoints the Security Trustee as security trustee on its behalf with regard to (a) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Secured Creditors or any of them or for the benefit thereof under or pursuant to this Agreement and the other Loan Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Secured Creditor in this Agreement, the Notes or the Security Documents), (b) all moneys, property and other assets paid or transferred to or vested in any Secured Creditor or any agent of any Secured Creditor or received or recovered by any Secured Creditor or any agent of any Secured Creditor pursuant to, or in connection with, this Agreement, the Notes or the Security Documents whether from the Borrower or any other Person and (c) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Secured Creditor or any agent of any Secured Creditor in respect of the same (or any part thereof). The Security Trustee hereby accepts such appointment and declares that it holds all such property on trust for the Secured Creditors on the terms contained in this Agreement and the other Loan Documents (but shall have no obligations under this Agreement or the other Loan Documents except those expressly set forth herein and therein). Neither the Security Trustee nor any of its directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them under this Agreement, the Notes or the other Loan Documents or in connection therewith, except for its or their own gross negligence or willful misconduct.

14.3         Distribution of Payments. Whenever any payment is received by the Facility Agent from the Borrower for the account of the Creditors, or any of them, whether of principal or interest on the Note, commissions, fees under Section 13 or otherwise, it shall thereafter cause to be distributed on the same Banking Day if received before 9:30 a.m. New York time, or on the next Banking Day if received thereafter, like funds relating to such payment ratably to the Creditors according to their respective Commitments, in each case to be applied according to the terms of this Agreement.

14.4         Holder of Interest in Note. The Facility Agent may treat each Creditor as the holder of all of the interest of such Creditor in the Note.

14.5         No Duty to Examine, Etc. Neither the Facility Agent nor the Security Trustee shall be under any duty to examine or pass upon the validity, effectiveness or genuineness of any of this Agreement, the Notes or the Security Documents or any instrument, document or communication furnished pursuant to this Agreement, the Notes or the Security Documents, and each of the Facility Agent and the Security Trustee shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

14.6         Facility Agent and Security Trustee as Lender or Hedging Bank. To the extent any portion of the Loan is made available by the Facility Agent, it shall have the same rights and powers hereunder as any other Lender or Hedging Bank and may exercise the same as though it were not the Facility Agent, and the term “Lender” or “Lenders” or “Hedging Bank” or “Hedging Banks” shall include the Facility Agent, in its capacity as a Lender or a Hedging Bank. Both the Facility Agent and its respective affiliates may accept deposits from, lend money to and generally engage in any kind of business with, the Borrower as if it were not the Facility Agent.

14.7         Acts of the Facility Agent and Security Trustee. The Facility Agent and the Security Trustee shall have duties and discretion, and shall act as follows:

(a)            Obligations of the Facility Agent and Security Trustee. the obligations of the Facility Agent or the Security Trustee, as the case may be, under each of this Agreement and the other Loan Documents are only those expressly set forth in each of this Agreement and the other Loan Documents;

(b)            No Duty to Investigate. neither Facility Agent nor the Security Trustee, as the case may be, shall at any time, unless requested to do so by a Lender or Lenders, be under any duty to investigate whether an Event of Default or a Default has occurred or to investigate the performance of the Borrower under or pursuant to this Agreement and the other Loan Documents;

(c)            Discretion of the Facility Agent and Security Trustee. the Facility Agent and the Security Trustee, as the case may be, shall each be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement and the other Loan Documents, unless the Facility Agent or the Security Trustee, as the case may be, shall have been instructed by the Majority Lenders to exercise such rights or to take or refrain from taking such action; provided, however, that neither the Facility Agent nor the Security Trustee, as the case may be, shall be required to take any action which exposes the Facility Agent or the Security Trustee, as the case may be, to personal liability or which is contrary to this Agreement, the Notes or the Security Documents or applicable law;

(d)            Instructions of Majority Lenders. the Facility Agent or the Security Trustee, as the case may be, shall in all cases be fully protected in acting or refraining from acting under this Agreement and the other Loan Documents in accordance with the instructions of the Majority Lenders (or when applicable, all the Lenders), and any action taken or failure to act pursuant to such instructions shall be binding on all of the Lenders;

(e)            Delivery of Documents and Information. to the extent a Security Party delivers any documents or information to the Facility Agent with instructions to provide such information to the Lenders, the Facility Agent shall promptly provide such documents or information to the Lenders;

(f)             Permitted Release of Collateral and Other Obligations; Letters of Quiet Enjoyment. the Facility Agent and the Security Trustee is irrevocably authorized to (i) release any Collateral over assets which are subject to a Disposal thereof (directly or indirectly) in any merger, de-merger or Disposal permitted in accordance with the terms hereof, (ii) release any Security Party (other than the Borrower) from its obligations under the Loan Documents in connection with the Disposal, merger, de-merger, dissolution or liquidation of such Security Party permitted in accordance with the terms hereof, and (iii) execute and delivery for itself and on behalf of the Secured Creditors such letters of quiet enjoyment, in form and substance reasonably satisfactory to the Facility Agent as the Loan Parties shall reasonably request; and

(g)            Further Assurances. each of the Facility Agent, the Security Trustee and each Lender agrees (and each of the Facility Agent and Security Trustee are hereby irrevocably authorized and directed) to execute or cause to be executed such assurances and documents as may be required in order to accomplish the purposes of the foregoing clause (f).

14.8         Certain Amendments. Subject to this Section 14.8 (and except as provided in Section 14.7(f)), this Agreement and the other Loan Documents, and the terms of this Agreement and the other Loan Documents, may not be amended unless such amendment is approved by the Borrower and the Majority Lenders, provided that no such amendment shall, without the consent of each Lender affected thereby, (i) reduce the interest rate or extend the time of payment of scheduled principal payments or interest or fees on the Loan, or reduce the principal amount of the Loan or any fees hereunder, (ii) increase or decrease the Commitment of any Lender or subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default or any mandatory repayment of Loan shall not constitute a change in the terms of any Commitment of any Lender), (iii) amend, modify or waive any provision of this Section 14.8, (iv) amend the definition of Majority Lenders, Majority Tranche A Lenders or Majority Tranche B Lenders, (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (vi) release the Borrower from any of its obligations under this Agreement and the other Loan Documents except as expressly provided in this Agreement or the other Loan Documents, (vii) release a Guarantor from any of its obligations under this Agreement or the Guaranty to which it is a party except as expressly provided in this Agreement or the relevant Guaranty, (viii) amend, modify or waive any of the Events of Default or any mandatory prepayment pursuant to Section 5.4, or (ix) permit the Secured Obligations to be subordinated to any other Financial Indebtedness for borrowed money of a Loan Party or Credit Support Party. All amendments approved by the Majority Lenders under this Section 14.8 must be in writing and signed by the Borrower and each of the Majority Lenders. No provision of this Section 14 or any other provisions relating to the Facility Agent may be modified without the consent of the Facility Agent. For the avoidance of doubt, any amendment, consents or waiver which amends, waives or otherwise modifies any term or provision that directly affects the rights or duties of the Tranche A Lenders or the Tranche B Lenders, respectively, and does not directly affect the rights or duties of the other Lenders, in each case, shall be permitted with the consent of the Majority Tranche A Lenders or the Majority Tranche B Lenders, in lieu of the written consent of the Majority Lenders.

14.9         Assumption re Event of Default. Except as otherwise provided in Section 14.15, the Facility Agent and the Security Trustee, as the case may be, shall each be entitled to assume that no Event of Default or Default has occurred and is continuing, unless the Facility Agent or the Security Trustee, as the case may be, has been notified by the Borrower of such fact, or has been notified by a Creditor that such Creditor considers that an Event of Default or Default (specifying in detail the nature thereof) has occurred and is continuing. In the event that the Facility Agent or the Security Trustee, as the case may be, shall have been notified by the Borrower or any other Creditor in the manner set forth in the preceding sentence of any Event of Default or Default, the Facility Agent or the Security Trustee, as the case may be, shall notify the other Creditors and shall take action and assert such rights under this Agreement and the other Loan Documents as the Majority Lenders shall request in writing.

14.10        Limitations of Liability. No Creditor shall be under any liability or responsibility whatsoever:

(a)            to the Borrower or any other Person as a consequence of any failure or delay in performance by, or any breach by, any other Creditor or any other Person of any of its or their obligations under this Agreement, the Notes or the Security Documents;

(b)            to any other Creditor as a consequence of any failure or delay in performance by, or any breach by, the Borrower of any of its obligations under this Agreement, the Notes or the Security Documents; or

(c)            to any other Creditor for any statements, representations or warranties contained in this Agreement, the Notes or the Security Documents or in any document or instrument delivered in connection with the transactions contemplated by this Agreement, the Notes or the Security Documents; or for the validity, effectiveness, enforceability or sufficiency of this Agreement, the Notes or the Security Documents or any document or instrument delivered in connection with the transactions contemplated by this Agreement, the Notes or the Security Documents.

14.11       Indemnification of the Facility Agent and Security Trustee. The Lenders agree to indemnify each of the Facility Agent and the Security Trustee (to the extent not reimbursed by the Borrower), pro rata according to the respective amounts of their Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees and expenses incurred in investigating claims and defending itself against such liabilities) which may be imposed on, incurred by or asserted against, the Facility Agent or the Security Trustee or both, as the case may be, in any way relating to or arising out of this Agreement, the Notes or the Security Documents, any action taken or omitted by the Facility Agent or the Security Trustee, as the case may be, thereunder or the preparation, administration, amendment or enforcement of, or waiver of any provision of, this Agreement, the Notes or the Security Documents, except that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Facility Agent's or the Security Trustee’s, as the case may be, gross negligence or willful misconduct.

14.12       Consultation with Counsel. The Facility Agent and the Security Trustee may each consult with legal counsel selected by the Facility Agent or the Security Trustee, as the case may be, and shall not be liable to one another for any action taken, permitted or omitted by it in good faith in accordance with the advice or opinion of such counsel.

14.13       Resignation. The Facility Agent or the Security Trustee, as the case may be, may resign at any time by giving sixty (60) days' written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Facility Agent or the Security Trustee, as the case may be. If no successor Facility Agent or the Security Trustee, as the case may be, shall have been so appointed by the Lenders and shall have accepted such appointment within sixty (60) days after the retiring Facility Agent's or the Security Trustee’s, as the case may be, giving notice of resignation, then the retiring Facility Agent or the Security Trustee, as the case may be, may, on behalf of the Lenders, appoint a successor Facility Agent or the Security Trustee, as the case may be, which shall be a bank or trust company of recognized standing. The appointment of any successor Facility Agent or the Security Trustee, as the case may be, shall be subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld. After any retiring Facility Agent's or the Security Trustee’s, as the case may be, resignation as Facility Agent or the Security Trustee, as the case may be, hereunder, the provisions of this Section 14 shall continue in effect for its benefit with respect to any actions taken or omitted by it while acting as Facility Agent or the Security Trustee, as the case may be.

14.14       Representations of Lenders. Each Lender represents and warrants to each other Secured Creditor that:

(a)            in making its decision to enter into this Agreement and to make its Commitment available hereunder, it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrower, that it has made an independent credit judgment and that it has not relied upon any statement, representation or warranty by any other Secured Creditor; and

(b)            so long as any portion of its Commitment remains outstanding, it shall continue to make its own independent evaluation of the financial condition and affairs of the Borrower.

14.15       Notification of Event of Default. Each Creditor hereby undertakes to promptly notify the other Creditors of the existence of any Event of Default which shall have occurred and be continuing of which such Creditor has actual knowledge.

14.16            No Other Duties. Anything herein to the contrary notwithstanding, none of the Mandated Lead Arranger, the Bookrunner or the ECA Coordinator listed on the cover page hereof shall have any duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Facility Agent, the Security Trustee or a Lender hereunder.

14.17       Erroneous Payments.

(a)            With respect to any payment that the Facility Agent makes to any Lender or other Creditor as to which the Facility Agent determines that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made the corresponding payment to the Facility Agent; (2) the Facility Agent has made a payment in excess of the amount(s) received by it from the Borrower either individually or in the aggregate (whether or not then owed); or (3) the Facility Agent has for any reason otherwise erroneously made such payment; then each of the Creditors severally agrees to repay to the Facility Agent forthwith on demand the Rescindable Amount so distributed to such Creditor, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Facility Agent, at the Federal Funds Rate. A notice of the Facility Agent to any Person under this clause (a) shall be conclusive, absent manifest error.

(b)            Notwithstanding anything to the contrary in this Agreement, if at any time the Facility Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or other Creditor, whether or not in respect of a Secured Obligation due and owing by a Creditor at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Facility Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount was received by it to but excluding the date of payment to the Facility Agent, at the Federal Funds Rate. A notice of the Facility Agent to any Person under this clause (b) shall be conclusive, absent manifest error. To the extent permitted by law, each Lender and each other Creditor irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Facility Agent shall inform each Lender or other Creditor that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 14.17 shall survive the resignation or replacement of the Facility Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.

(c)            Each Lender or Creditor hereby authorizes the Facility Agent to set off, net and apply any and all amounts at any time owing to such Lender or Creditor under any Loan Document against any amount due to the Facility Agent under immediately preceding clauses (a) or (b) under the indemnification provisions of this Agreement.

(d)            The parties hereto agree that payment of a Rescindable Amount shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Rescindable Amount is, and solely with respect to the amount of such Rescindable Amount that is, comprised of funds received by the Facility Agent from the Borrower or any other Secured Party for the purpose of making such Rescindable Amount. For the avoidance of doubt, no provision in this Section 14.17 shall be interpreted to increase (or accelerate the due date for) or have the effect of increasing (or accelerating the due date for), the Secured Obligations of the Borrower or other Loan Party relative to the amount (and/or timing for payment) of the Secured Obligations that would have been payable had the erroneous Rescindable Amount not been paid by the Facility Agent.

15.           APPLICABLE LAW, JURISDICTION AND WAIVER.

15.1          Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

15.2          Jurisdiction. IN THE EVENT THE BORROWER COMMENCES ANY ACTION, SUIT, PROCEEDING OR CLAIM IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, SUCH ACTION, SUIT, PROCEEDING OR CLAIM SHALL BE BROUGHT ONLY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY, LOCATED IN THE BOROUGH OF MANHATTAN. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMITS GENERALLY AND UNCONDITIONALLY TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS, (II) WAIVES JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT BY REASON OF ITS PRESENT AND FUTURE DOMICILE OR OTHERWISE AND ANY DEFENSE OF FORUM NON CONVENIENS, (III) AGREES THAT SERVICE DELIVERED TO THE ADDRESSES PROVIDED IN SECTION 16 HEREOF AND IN ACCORDANCE WITH SECTION 16 HEREOF IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND (IV) AGREES THAT SUCH SERVICE IS AND WOULD BE EFFECTIVE AND BINDING IN EVERY RESPECT UNDER THE FEDERAL RULES OF CIVIL PROCEDURE AND THE NEW YORK PRACTICE LAW AND RULES, AND THE BORROWER WAIVES ANY DEFENSE OR OBJECTION OF INSUFFICIENT SERVICE OR SERVICE OF PROCESS OR OF LACK OF PERSONAL JURISDICTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDITORS MAY BRING ANY LEGAL ACTION OR PROCEEDING IN ANY OTHER APPROPRIATE JURISDICTION.

15.3         WAIVER OF JURY TRIAL. IT IS MUTUALLY AGREED BY AND BETWEEN THE BORROWER AND THE CREDITORS THAT ALL OF THEM HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE NOTES OR THE SECURITY DOCUMENTS. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 15.3 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

16.           NOTICES AND DEMANDS.

All notices, requests, demands and other communications to any party hereunder shall be in writing (including prepaid overnight courier, email or similar writing) and shall be given to the Borrower and/or the Creditors at its respective address or email address set forth below or at such other address as such party may hereafter specify for the purpose by notice to the other party hereto. Each such notice, request or other communication shall be effective (i) if given by email, when such email is transmitted to the email address specified in this Section 16 on a Banking Day (if transmitted after 5:00 p.m. on a Banking Day or on a day that is not a Banking Day, such notice shall be deemed to have been transmitted on the following Banking Day) and telephonic confirmation of receipt thereof is obtained or (ii) if given by mail, prepaid overnight courier or any other means, when received at the address specified in this Section or when delivery at such address is refused.

If to the Borrower:

TIDEWATER INC.

842 West Sam Houston Pkwy North

Suite 400

Houston, Texas 77024
Telephone No.: (713) 470-5235
Attention: Darren Vorst

Email: [*****]

If to the Facility Agent or the Security Trustee:

DNB BANK ASA, NEW YORK BRANCH
30 Hudson Yards, 81^st Floor
New York, New York 10001
Telephone No.: (212) 681-3800
Attention: Credit Middle Office / Loan Services Department / Samantha Stone
Email: nyloanscsd@dnb.no; AgencyNY@dnb.no; [*****]

17.           MISCELLANEOUS.

17.1         Time of Essence. Time is of the essence with respect to this Agreement but no failure or delay on the part of the Creditors to exercise any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Creditors of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

17.2         Unenforceable, etc., Provisions–Effect. In case any one or more of the provisions contained in this Agreement, the Notes or in any Security Document would, if given effect, be invalid, illegal or unenforceable in any respect under any law applicable in any relevant jurisdiction, said provision shall not be enforceable against the Borrower, but the validity, legality and enforceability of the remaining provisions herein or therein contained shall not in any way be affected or impaired thereby.

17.3         References. References herein to Sections, Exhibits and Schedules are to be construed as references to sections of, exhibits to, and schedules to, this Agreement, unless the context otherwise requires.

17.4         Further Assurances. The Borrower agrees that if this Agreement or any Security Document shall, in the reasonable opinion of the Majority Lenders, at any time be deemed by the Majority Lenders for any reason insufficient in whole or in part to carry out the true intent and spirit hereof or thereof, it will execute or cause to be executed such other and further assurances and documents as in the opinion of the Majority Lenders may be required in order to more effectively accomplish the purposes of this Agreement, the Notes or any Security Document.

17.5         Prior Agreements, Merger. Any and all prior understandings and agreements heretofore entered into between the Borrower on the one part, and the Creditors, on the other part, with respect to the transactions contemplated herein whether written or oral are superseded by and merged into this Agreement and the other agreements (the forms of which are exhibited hereto) to be executed and delivered in connection herewith to which the Borrower and the Creditors are parties, which alone fully and completely express the agreements between the Borrower and the Creditors.

17.6         Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties hereto. Subject to Section 14.8, any provision of this Agreement, the Notes or any Security Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower, the Facility Agent and the Majority Lenders. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

17.7         Facility Agent to Maintain Register. The Facility Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the principal amount (and stated interest) of each Tranche owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Facility Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the processing and recordation fee referred to above and any written consent to such assignment required, the Facility Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Facility Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

17.8         Assumption re Event of Default. The Creditors shall be entitled to assume that no Event of Default, or event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and is continuing, unless the Creditors have been notified by the Borrower of such fact. In the event that the Creditors shall have been notified, in the manner set forth in the preceding sentence, by the Borrower of any Event of Default or of an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, the Creditors may take action and assert such rights under this Agreement, under the Notes and under Security Documents as it determines are appropriate.

17.9         Indemnification. The Borrower agrees to indemnify each of the Creditors, its respective successors and assigns, and their respective officers, directors, employees, representatives and agents (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the obligations of the Borrower hereunder) be imposed on, asserted against or incurred by, any Indemnitee as a result of, or arising out of or in any way related to or by reason of, (a) any violation by the Borrower (or any charterer or other operator of a Security Vessel prior to foreclosure or other control of a Security Vessel being transferred to the Security Trustee or its designee) of any applicable Environmental Law, (b) any Environmental Claim arising out of the management, use, control, ownership or operation of property or assets by the Borrower (or, after foreclosure to the extent the Environmental Claim arose before the foreclosure, by the Security Trustee or any of its successors or assigns), (c) the breach of any representation, warranty or covenant set forth in Sections 2.1(p) or 9.1(n), (d) the execution, delivery, performance or non-performance by the Borrower or any Affiliate of this Agreement, the Note, any Security Document, or any of the documents referred to herein or contemplated hereby (whether or not the Indemnitee is a party thereto) or (e) any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory authority or enforcement authority or third party concerning any actual or alleged breach of Sanctions by any Creditor in connection with (directly or indirectly) the Loan; provided however, that Borrower shall not be liable for any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever resulting from Facility Agent’s, Security Trustee’s or any other Lender’s gross negligence, willful misconduct or intentional breach of this Agreement. If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The obligations of the Borrower under this Section 17.9 shall survive the termination of this Agreement and the repayment to the Creditors of all amounts owing thereto under or in connection herewith. This section shall not apply with respect to Taxes, which shall be governed solely by Section 7.1 and Section 11.2.

17.10       USA Patriot Act Notice; OFAC and Bank Secrecy Act. The Facility Agent hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Patriot Act”), and the policies and practices of the Facility Agent, each of the Creditors is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Creditors to identify the Borrower in accordance with the Patriot Act. In addition, the Borrower shall: (a) ensure that no Person who owns a controlling interest in or otherwise controls the Borrower or any subsidiary of any thereof is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders; (b) not use or permit the use of the proceeds of the Loan to violate any of the foreign asset control regulations of (i) any Sanctions Authority or (ii) OFAC or any enabling statute or Executive Order relating thereto; and (c) comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

17.11        Headings. In this Agreement, section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Agreement.

17.12       WAIVER OF IMMUNITY. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY LEGAL PROCESS (WHETHER THROUGH ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES AND THE SECURITY DOCUMENTS.

17.13       Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)            the application of any Write-down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)            the effects of any Bail-in Action on any such liability, including, if applicable:

(i)            a reduction in full or in part or cancellation of any such liability;

(ii)           a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; and

(iii)          the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of the applicable Resolution Authority.

17.14       Publication. Subject to Section 17.15, the Facility Agent or any Mandated Lead Arranger may, at its option and sole expense, publish information about its participation (including its arranger and agent role) in the Loan and for such purpose only, use the logo and trademark of the Borrower, each Guarantor or any other Loan Party.

17.15       Confidentiality. Each of the Facility Agent, Security Trustee and the other Creditors agree to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority or government agency purporting to have jurisdiction and/or supervision over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) to the extent pertinent, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 17.15, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement (whether directly or indirectly), (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder or (iii) to any credit insurance provider of a Lender; (g) with the prior written consent of the Borrower; or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 17.15 (it being understood that Information provided to creditors or potential creditors of the Creditors and their Affiliates, or to another Person subject to a confidentiality or non-disclosure agreement, is not public disclosure), or (y) becomes available to the Facility Agent, Security Trustee, any Creditor or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party; provided however that notwithstanding the foregoing, for so long as Eksfin is a Lender, it shall be permitted to:

(1) to the extent required by law and Eksfin’s governing instructions and regulations, publish Information such as the name of the Borrower and its country of residence, the name of each exporter, the name of other parties hereto, information about the relevant project, the export object, the classification of the project risk and environmental and social impact, the guarantee liabilities, the Eksfin guarantee and the date of issuance of the Eksfin guarantee; and

(2) disclose such confidential information as Eksfin shall deem appropriate concerning the obligors, the project, the export object, the Loan Documents, the Eksfin guarantee and the guarantee liabilities to as Eksfin shall deem appropriate to: (A) any governmental institution or agency or court of law of Norway; (B) any relevant office or department of the Organisation for Economic Co-operation and Development (OECD); (C) any person with whom Eksfin propose to enter (or contemplate entering) into contractual arrangements in relation to the Eksfin guarantee and/or any relevant finance document; and (D) any other person regarding the funding, re-financing, transfer, assignment, sale, sub-participation, credit insurance/credit re-insurance or operational arrangement or other transaction in relation to the Eksfin guarantee and/or any relevant finance document, including, without limitation, any enforcement of, or preservation of rights and/or obligations under, the Eksfin guarantee and/or any relevant Loan Document;

provided, in relation to the foregoing clauses (2) (C) and (D), that the person to whom any such confidential information is to be given has entered into a confidentiality undertaking, except that there shall be no requirement for such confidentiality undertaking if the recipient is a person subject to professional obligations laid down by law or terms of employment services to maintain confidentiality of the information received and/or to be received. For the purpose of this paragraph, “confidential information” means any information concerning the borrowers/obligors, the project, the export object and the finance documents other than (i) the information referred to in paragraph (1) above, and (ii) any other information about the obligors, the project, the export object or the Loan Documents made known to the public without any involvement of, and by any party other than, Eksfin.

17.16       Specified Transactions. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, the Credit Support Parties shall be permitted to assign, transfer, or distribute the assets described on Schedule 17.16 hereto (which transactions, for the avoidance of doubt, shall not be subject to the mandatory prepayment requirements set forth in Section 5.4(b) or elsewhere in the Loan Documents), together with any assets and liabilities related thereto.

18.           GUARANTY AND INDEMNITY.

18.1         Guarantee and Indemnity. In order to induce the Lenders to make the Loans to the Borrower, each Guarantor irrevocably and unconditionally jointly and severally:

(a)            guarantees to each Secured Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Loan Party of all their respective obligations under the Loan Documents;

(b)            undertakes with each Secured Creditor that whenever the Borrower or any other Loan Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise and giving effect to all applicable grace periods) under or in connection with any Loan Document, such Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and

(c)            agrees with each Secured Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Secured Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or any other Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due. The amount payable by such Guarantor under this indemnity will not exceed the amount it would have had to pay under this Section 18 if the amount claimed had been recoverable on the basis of a guarantee;

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Parent Guarantor’s aggregate liabilities hereunder and under the other Loan Documents shall not exceed 50% of the Purchase Price (as defined in the Acquisition Agreement, and stated to be $577,000,000 plus customary extras and subject to upward or downward adjustments and final settlement in accordance with the Acquisition Agreement) (the “Guarantor Liability Cap”); provided that the Borrower shall provide to the Facility Agent written notice of the final fully-adjusted Purchase Price promptly after the same has been settled among all relevant parties.

18.2         Continuing Guarantee. This guarantee is a continuing guarantee that shall remain in full force and effect until the irrevocable payment and performance in full by any Loan Party under the Loan Documents, regardless of any intermediate payment or discharge in whole or in part. This guarantee shall automatically terminate when the principal of and interest and premium (if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made), in accordance with the terms of this Agreement and the other Loan Documents. This guarantee constitutes a guarantee of punctual performance and payment and not merely of collection. Notwithstanding the foregoing, any Hedging Obligations guaranteed by the Guarantors under this Section 18 shall not include any Excluded Hedging Obligations.

18.3         Reinstatement. If any discharge, release or arrangement (whether in respect of the obligations of any Loan Party or any security for those obligations or otherwise) is made by a Secured Creditor in whole or in part on the basis of any payment, security or other disposition which is rescinded, discharged, avoided or reduced, or must be restored or returned, upon insolvency, bankruptcy, reorganization, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Section 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.4         Waiver of Defenses. Except as otherwise set forth herein, the obligations of each Guarantor under this Section 18 and in respect of any security provided by or pursuant to the Security Documents are irrevocable, absolute and unconditional and shall not be affected or discharged by an act, omission, matter or thing which, but for this Section 18.4, would reduce, release or prejudice any of its obligations under this Section 18 or in respect of any security provided by or pursuant to the Security Documents (without limitation and whether or not known to it or any Secured Creditor) including (and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to):

(a)            any time, waiver or consent granted to, or composition with, any Loan Party or other Person;

(b)            the release of any other Loan Party or any other Person under the terms of any composition or arrangement with any creditor of any Loan Party;

(c)            the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Loan Party 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 realize the full value of any collateral;

(d)            any incapacity or lack of power, authority or legal personality of or dissolution or change in the corporate or company structure, shareholders, members or status of a Loan Party or any other Person (including without limitation any change in the holding of such Loan Party’s or other Person’s Equity Interests);

(e)            any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Loan Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Loan Document or other document or security;

(f)             any unenforceability, illegality or invalidity of any obligation of any Person under any Loan Document or any other document or security;

(g)            any bankruptcy, insolvency or similar proceedings;

(h)            any election of remedies by a Secured Creditor that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any Loan Party, any other guarantor or any other Person or entity or any collateral;

(i)             any right of set-off or counterclaim against or in respect of the obligations of such Guarantor hereunder; or

(j)             any other circumstance whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Loan Party other than the payment in full of the Loan Parties’ obligations under the Loan Documents.

18.5            Other Waivers. Each Guarantor hereby unconditionally and irrevocably waives:

(a)            promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice and this guarantee and any requirement that a Secured Creditor protect, secure, perfect or insure any security, Lien or any property subject thereto or exhaust any right or take any action against a Loan Party, any other guarantor or any other Person or entity or any collateral;

(b)            any right to revoke this guarantee; and

(c)            any duty on the part of a Loan Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of that Loan Party or any of their respective Subsidiaries now or hereafter known by any Secured Creditor.

18.6         Acknowledgment of Benefits. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Section 10 are knowingly made in contemplation of such benefits.

18.7         Immediate Recourse. Each Guarantor waives any right it may have of first requiring any Secured Creditor (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person (including without limitation to commence any proceedings under any Loan Document or to enforce any security provided by or pursuant to the Security Documents) before claiming or commencing proceedings under this Section 18. This waiver applies irrespective of any law or any provision of a Loan Document to the contrary.

18.8         Appropriations. Until all amounts which may be or become payable by the Loan Party under or in connection with the Loan Documents have been irrevocably paid in full, each Secured Creditor (or any trustee or agent on its behalf) may:

(a)            refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Creditor (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)            hold in an interest-bearing suspense account any moneys received from a Guarantor or on account of a Guarantor’s liability under this Section 18.

18.9            Deferral of Guarantors’ Rights. All rights which a Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Loan Party or their respective assets shall be fully subordinated to the rights of the Secured Creditors under the Loan Documents and until all obligations under the Loan Documents are paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise its rights which it may have (whether in respect of any Loan Document to which it is a party or any other transaction) by reason of performance by it of its obligations under the Loan Documents or by reason of any amount being payable, or liability arising, under this Section 10:

(a)            to be indemnified by any Loan Party;

(b)            to claim any contribution from any third party providing security for, or any other guarantor of, any Loan Party’s obligations under the Loan Documents;

(c)            to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Creditors under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by any Secured Creditor;

(d)            to bring legal or other proceedings for an order requiring any Loan Party to make any payment, or perform any obligation, in respect of which a Guarantor has given a guarantee, undertaking or indemnity under Section 18.1;

(e)            to exercise any right of set-off against any Loan Party; and/or

(f)             to claim or prove as a creditor of any Loan Party in competition with any Secured Creditor.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Security Parties by the Loan Party under or in connection with the Loan Documents to be repaid in full on trust for the Security Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with the terms of this Agreement

18.10        Additional Security. This guarantee and any other security or Lien given by each Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or security or any other right of recourse now or subsequently held by any Secured Creditor or any right of set-off or netting or right to combine accounts in connection with the Loan Documents.

18.11       Independent Obligations. The obligations of each Guarantor under or in respect of this guarantee are independent of any other obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this guarantee irrespective of whether any action is brought against any other Loan Party or whether any other Loan Party is joined in any such action or actions.

18.12       Limitation of Liability. Each of the Guarantors and each of the Security Parties hereby confirms that it is its intention that the obligations under this guarantee not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law. To effectuate the foregoing intention, each of the Guarantors and each of the Security Parties hereby irrevocably agrees that the obligations guaranteed by each Guarantor under this guarantee shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

[Signature Pages to Follow]

IN WITNESS whereof, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the day and year first above written.

	TDW INTERNATIONAL VESSELS (UNRESTRICTED), LLC, as Borrower and a Security Vessel Owner

	By:	TIDEWATER INC., its sole member

	By:	/s/ Quintin V. Kneen
	Name:	Quintin V. Kneen
	Title:	President

	TIDEWATER INC., as Parent Guarantor

	By:	/s/ Quintin V. Kneen
	Name:	Quintin V. Kneen
	Title:	President, Chief Executive Officer & Director

[Signature Page to Credit Agreement]

	DNB BANK ASA, NEW YORK BRANCH as Facility Agent and Security Trustee

	By:	/s/ Samantha Stone
		Name: Samantha Stone
		Title: Vice President

	By:	/s/ Pam Sorenson
		Name: Pam Sorenson
		Title: Vice President

	DNB CAPITAL LLC, as Lender

	By:	/s/ Andreas K. Hundven
		Name: Andreas K. Hundven
		Title: First Vice President

	By:	/s/ Andrew J. Shohet
		Name: Andrew J. Shohet
		Title: Senior Vice President

[Signature Page to Credit Agreement]

	EXPORTFINANSIERING NORGE, as Lender

	By:	/s/ Solveig Froland
		Name: Solveig Froland
		Title: Section Head

	By:	/s/ Marit Edin
		Name: Marit Edin
		Title: Lawyer

[Signature Page to Credit Agreement]

	SPAREBANK 1 SR-BANK ASA, as Lender

	By:	/s/ Stig Horseberg Eriksen
		Name: Stig Horsberg Eriksen
		Title: Director

[Signature Page to Credit Agreement]

SCHEDULE 1.1(a)

Lenders and Commitments

Lender	Tranche A Commitment		Tranche B Commitment
DNB Capital LLC 30 Hudson Yards, 81^st Floor New York, New York 10001 Attention: Andreas Hundven Email: [*****] Loan Administration Department: Attention: Loan Services Department Telephone: (212) 681-3837 / (212) 681-3800 Email: nyloanscsd@dnb.no	$	100,000,000	$	100,000,000

Eksportfinansiering Norge Støperigata 1Oslo, Norway Attention: Hans Melandsø Email: hme@eksfin.no Loan Administration Department Email: Loanadm@eksfin.no	$	0	$	100,000,000

SpareBank 1 SR-Bank ASA Ruseløkkveien 36 Oslo, Norway Attention: Johan Erland Email: [*****]	$	0	$	25,000,000
Total	$	100,000,000	$	225,000,000

SCHEDULE1.1(b)

Security Parties

Borrower	Jurisdiction of Organization:
TDW International Vessels (Unrestricted), LLC	Delaware

Parent Guarantor	Jurisdiction of Organization:
Tidewater Inc.	Delaware

Credit Support Parties	Jurisdiction of Organization:
Tidewater Venture, Inc. (Credit Support Pledgor)	Delaware
TDW International Unrestricted, Inc. (Credit Support Parent)	Cayman Islands
Tidewater Offshore Holdings Ltd.	Bermuda
Tidewater Offshore Operations (Pte) Ltd (Credit Support Vessel Owner)	Singapore

Exhibit 99.1

Tidewater Inc.

842 West Sam Houston Parkway North, Suite 400

Houston, TX 77024, USA

+1.713.470.5300

Tidewater announces completion of acquisition AND ASSOCIATED FINANCING of Platform Supply vessels from solstad offshore

HOUSTON, July 5, 2023 - Tidewater Inc. (NYSE: TDW) (the “Company”) today announced the closing of its acquisition of 37 platform supply vessels and related assets from Solstad Offshore ASA. In connection with the Company’s financing of the Solstad acquisition, the Company completed its previously announced bond offering in the Nordic bond market on July 3, 2023. The purchase price of approximately $580.0 million consists of the previously announced $577.0 million base purchase price along with an initial $3.0 million purchase price adjustment, that will be adjusted for bunkers and other consumables within the next fourteen days. The purchase price was funded through a combination of cash on hand, net proceeds from the $250.0 million Nordic bond issuance and net proceeds from the $325.0 million senior secured term loan made pursuant to a Credit Agreement dated June 30, 2023 with DNB Bank ASA, New York Branch, as facility agent, and other lenders.

Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “We are pleased to announce the closing of this acquisition and associated financing. The acquired vessels make up the highest specification PSV fleet of its size in the world and will be an excellent complement to our existing fleet of PSVs. The combination also results in the largest hybrid OSV fleet in the world, with 14 battery hybrid and 2 LNG capable vessels. This acquisition marks the completion of another important milestone in the strengthening of Tidewater’s leadership position, and we remain focused on bringing together the world’s best OSV fleets to create the safest, most sustainable, most reliable, most profitable high-specification OSV fleet in the world.”

About Tidewater

Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.

Forward-Looking Statements

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in this press release contain certain forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by the Company with the SEC from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by the Company with the SEC.

Contacts

Tidewater Inc.

West Gotcher

Vice President,

Finance and Investor Relations

+1.713.470.5285

SOURCE: Tidewater Inc.

Cover	Jun. 30, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Entity File Number	1-6311
Entity Registrant Name	Tidewater Inc.
Entity Central Index Key	0000098222
Entity Tax Identification Number	72-0487776
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	842 West Sam Houston Parkway North
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024
City Area Code	713
Local Phone Number	470-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TDW
Security Exchange Name	NYSE
Series A Warrants to purchase shares of common stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.A
Security Exchange Name	NYSE
Series B Warrants to purchase shares of common stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Series B Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.B
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	TDW.WS
Security Exchange Name	NYSEAMER