AMENDMENT AND RESTATEMENT AGREEMENT NO. 5

dated 11 December 2020

to a

NOK 478,962,040 + USD 65,895,226.58 TERM LOAN FACILITY AGREEMENT

originally dated 25 May 2012 and as later amended

for

Troms Offshore Supply AS

as Borrower

and

Tidewater Inc. and its Wholly Owned Domestic Subsidiaries

as Corporate Guarantors

and

Troms Offshore Fleet Holding AS
as Vessel Owner

and

Eksportkreditt Norge AS

Kommunal Landspensjonskasse Gjensidig Forsikringsselskap

Garantiinstituttet for Eksportkreditt
DNB Capital LLC

as Lenders

with

DNB Bank ASA, Grand Cayman Branch

as Bank Guarantor

and

DNB Bank ASA, New York Branch

as Agent

and

DNB Markets, Inc.

as Arranger and Bookrunner

www.bahr.no

Contents

Clause

Page

(1)

TROMS OFFSHORE SUPPLY AS, Norwegian registration no. 995 541 467, with registered offices at Strandveien 106, N-9006 Tromsø, Norway as borrower (the “Borrower”);

(2)

TIDEWATER Inc. and its wholly owned domestic subsidiaries (as hereinafter defined) as corporate guarantors (the “Corporate Guarantors”, and each a “Corporate Guarantor”);

(3)

TROMS OFFSHORE FLEET HOLDING AS as vessel owner (the “Vessel Owner”);

(4)

JB Holding Company B.V., as security provider (the “Security Provider”);

(5)

Eksportkreditt Norge AS, Norwegian registration no. 998 544 696, with registered offices at Hieronymus Heyerdahls gate 1, N-0160 Oslo, Norway (“EKN”);

(6)

Kommunal Landspensjonskasse GjensidIg Forsikringsselskap, Norwegian registration no. 938 708 606, with registered offices at Dronning Eufemias gate 10, N-0191 Oslo, Norway (“KLP”);

(7)

GarantiInstituttet for Eksportkreditt, Norwegian registration no. 974 760 908, with registered offices at Støperigata 1, 0250 Oslo, Norway (“GIEK”);

(8)

DNB capital llc, acting through its offices at 200 Park Avenue, New York, NY 10166, USA (“DNB Capital”, and together with EKN, KLP and GIEK the “Lenders”);

(9)

DNB Bank ASA, Grand Cayman Branch, Norwegian registration no. 984 851 006, acting through its offices at c/o DNB Bank ASA, New York Branch, 200 Park Avenue, New York, NY 10166, USA as bank guarantor (the “Bank Guarantor”);

(10)

DNB Bank ASA, New York Branch, Norwegian registration no. 984 851 006, acting through its offices at 200 Park Avenue, New York, NY 10166, USA as agent (the “Agent”);

(11)

DNB Markets Inc., acting through its offices at 200 Park Avenue, New York, NY 10166, USA as arranger (in that capacity, the “Arranger”) and bookrunner (in that capacity, the “Bookrunner”).

(A)

Pursuant to a term loan facility agreement originally dated 25 May 2012 (as amended pursuant to the Amendment and Restatement Agreement no.1, the Amendment and Restatement Agreement no. 2, the Amendment and Restatement Agreement no. 3 and the Amendment and Restatement Agreement no. 4, the “Original Facility Agreement”), entered into by the Borrower, EKN, the Corporate Guarantors, the Bank Guarantor, the Agent, the Arranger and the Bookrunner. EKN agreed to make available to the Borrower an unsecured term loan facility for a maximum amount of NOK 478,920,000 for the purpose of financing, in part, of the vessels MV “Troms Sirius” and MV “Troms Arcturus” and GIEK and the Bank Guarantor agreed to issue guarantees in favour of EKN in the aggregate amount of NOK 478,920,000.

(B)

Pursuant to the Original Facility Agreement EKN further agreed to make available to the Borrower an unsecured term loan facility for a maximum amount of the lesser of (i) NOK 184,800,000 or USD 29,365,677 and (ii) 80% of the shipbuilding contract amount related to the vessel MV “Troms Mira” and 80% of possible additional orders acceptable to EKN (the “Troms Mira Tranche”) for the purpose of financing, in part, the acquisition of MV “Troms Mira” from Vard Vung Tau, Vietnam, pursuant to the terms of a shipbuilding contract dated 2 September 2013 (the “Troms Mira Contract”).

(C)

Pursuant to a side letter to the Original Facility Agreement dated 18 May 2015 and entered into between the Borrower and the Agent, the Borrower exercised its option to denominate the Troms Mira Tranche in USD. Consequently, the Troms Mira Tranche equals the maximum amount of USD 29,488,003.

(D)

Pursuant to the Original Facility Agreement KLP agreed to make available to the Borrower an unsecured term loan facility for a maximum amount of NOK 188,320,000 or USD 29,280,543 (the “Troms Hera Tranche”) for the purpose of financing, in part, the acquisition of the vessel MV “Troms Hera” from Vard Vung Tau, Vietnam, pursuant to the terms of a shipbuilding contract dated 10 February 2014 (the “Troms Hera Contract”).

(E)

Pursuant to a side letter to the Original Facility Agreement dated 18 May 2015 and entered into by, among others, the Borrower, KLP, EKN and the Agent, (i) the Troms Hera Tranche was increased up to USD 31,338,360, and (ii) the Borrower exercised its option to denominate the Troms Hera Tranche in USD. Consequently, the Troms Hera Tranche equals a maximum amount of USD 31,338,360.

(F)

Pursuant to the Original Facility Agreement GIEK and DNB Capital agreed to make available a term loan facility for a maximum amount of NOK 42,040,000 and USD 5,068,863.58 for the purpose of financing payment of fifty per cent. (50%) of the instalments of the Troms Sirius Tranche, the Troms Arcturus Tranche, the Troms Mira Tranche and the Troms Hera Tranche respectively that fell due in the course of the Borrower’s fiscal year of 2018 and 2019 starting 1 April 2017 and ending 31 March 2019.

(G)

The Parties have entered into this Agreement in order to incorporate into the Original Facility Agreement, amongst other things, (i) amendments of covenants to reflect the covenant amendments made in the New Secured Notes Indenture and (ii) the reflection of an internal reorganisation made by certain Troms Subsidiaries.

(H)

Subject to the terms and conditions of this Amendment and Restatement Agreement, the Lenders have consented to amending and restating the Original Facility Agreement as set out herein.

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Incorporation of defined terms and Clauses

(a)

a term defined in Clause 1.1 (Definitions) of the Amended and Restated Facility Agreement (for the avoidance of doubt, notwithstanding whether it has become effective pursuant to Clause 3 (Amendment and Restatement) has the same meaning when used in this Amendment and Restatement Agreement unless otherwise explicitly defined herein; and

(b)

the principles of construction set out in Clause 1.2 (Construction) of the Amended and Restated Facility Agreement (for the avoidance of doubt, notwithstanding whether it has become effective pursuant to Clause 3 (Amendment and Restatement) shall have the effect as if set out in this Amendment and Restatement Agreement.

2.

Conditions precedent

(a)

On or before the Effective Date, the Borrower shall, to the extent such payments have not already been made and confirmed by the Agent:

(i)

repay each of the Sub-Tranches in full, including any accrued Interests; and

(ii)

make one (1) semi-annual repayment instalment on each of the Tranches (other than the Sub-Tranches),

(b)

The provisions of Clause 3 (Amendment and Restatement) shall otherwise become effective (the “Effective Date”) from the time the Agent notifies the Borrower and the Finance Parties that the conditions listed in Schedule 1 (Conditions Precedent) of this Amendment and Restatement Agreement have been satisfied (or waived by the Agent and the Finance Parties in writing) and (2) the Agent has received all the documents and other evidence listed in Schedule 1 (Conditions Precedent) of this Amendment and Restatement Agreement, each in a form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Finance Parties promptly upon the satisfaction (or written waiver) of such conditions precedent.

(c)

To the extent the conditions listed in Clause (b) above and Schedule 1 (Conditions Precedent) of this Amendment and Restatement Agreement have not been met on or prior to 15 December 2020, this Amendment and Restatement Agreement shall terminate as of such date unless extended with the consent of the Agent, the other Finance Parties and the Borrower in writing.

3.

Amendment and Restatement

4.

Representations and warranties

(a)

on the date of this Amendment and Restatement Agreement; and

(b)

on the Effective Date.

5.

MISCELLANEOUS

(a)

)Each Obligor confirms that any security or guarantee created or given by it under any Finance Document will continue in full force and effect, subject to the amendments contemplated by this Amendment and Restatement Agreement and shall continue to secure the obligations of the Obligors under the Amended and Restated Facility Agreement.

(b)

)GIEK and the Bank Guarantor confirm that the GIEK Guarantees and the Bank Guarantees will remain in full force and effect and shall continue to secure the obligations of the Original Lenders under the Amended and Restated Facility Agreement.

(c)

)Each Finance Party confirms for the benefit of the Obligors that the amendments to the Original Facility Agreement made hereunder for the purpose implementing the financing made available by way of the Additional Loans, and any other amendments of the Original Facility Agreement made as a consequence thereof, shall not have any adverse consequences on the Obligors or result in any increased obligation for any of the Obligors or the requirement for any of the Obligors to take any action.

(d)

)This Amendment and Restatement Agreement shall constitute a “Finance Document” for the purposes of the Amended and Restated Facility Agreement.

(e)

)This Amendment and Restatement Agreement may be executed in any number of counterparts, with the same effect as if the signatures on the counterparts were on a single copy of this Amendment and Restatement Agreement.

6.

GOVERNING LAW

The Borrower:

TROMS OFFSHORE SUPPLY AS

By: /s/ Leif Tarberg 

Name: Leif Tarberg

Title: General Manager / Board Member

The Corporate Guarantors:

The Wholly Owned Domestic Subsidiaries /

Corporate Guarantors:

TIDEWATER INC.

HILLIARD OIL & GAS, INC.

By: /s/ Daniel A. Hudson

JAVA BOAT CORPORATION

Name: Daniel A. Hudson

Title: Vice President, General Counsel

PAN MARINE INTERNATIONAL DUTCH

       HOLDINGS, L.L.C.

           and Corporate Secretary

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

TIDEWATER CORPORATE SERVICES, L.L.C.

S.O.P., INC.

TIDEWATER GOM, INC.

By: /s/ Daniel A. Hudson

TIDEWATER MARINE, L.L.C.

Name: Daniel A. Hudson

TIDEWATER MARINE FLEET, L.L.C.

Title: Director

TIDEWATER MARINE HULLS, L.L.C.

TIDEWATER MARINE INTERNATIONAL

         DUTCH HOLDINGS, L.L.C.

TIDEWATER MEXICO HOLDING, L.L.C

By: /s/ Daniel A. Hudson
Name: Daniel A. Hudson
Title: Vice President and Secretary

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SHIPS, L.L.C.

TIDEWATER MARINE VESSELS, L.L.C.

TIDEWATER MARINE WESTERN, LLC

TIDEWATER SUBSEA, L.L.C.

TIDEWATER SUBSEA ROV, L.L.C.
TIDEWATER VENTURE, INC.

TWENTY GRAND (BRAZIL), L.L.C.
TWENTY GRAND MARINE SERVICE, L.L.C.
ZAPATA GULF MARINE, L.L.C.

By: /s/ Daniel A. Hudson

Name: Daniel A. Hudson

Title: Director / Manager

The Vessel Owner:

TIDE STATES, L.L.C.

By: Tidewater Marine, L.L.C.

TROMS OFFSHORE FLEET HOLDING AS

Its: Manager

By: /s/ Leif Tarberg

By: /s/ Daniel A. Hudson

Name: Leif Tarberg

Name: Daniel A. Hudson

Title: Chairman

Title: Director / Manager

TIDE STATES VESSELS, L.L.C.

By: Tidewater Marine, L.L.C.

Its: Manager

By: /s/ Daniel A. Hudson

The Security Provider:

Name: Daniel A. Hudson

Title: Director / Manager

JB HOLDING COMPANY BV

By: /s/ Ewan Geddes

GULFMARK MANAGEMENT, INC.

GORGON NEWCO, LLC

Name: Ewan Geddes

GOMI HOLDINGS. INC.

Title: Director

GULFMARK CAPITAL, LLC

GULFMARK FOREIGN INVESTMENTS LLC

GM OFFSHORE, INC.

GULFMARK AMERICAS, INC.

GULFMARK THAILAND, LLC

By: /s/ Daniel A. Hudson

Name: Daniel A. Hudson

Title: Director / Manager

The Lenders:

EKSPORTKREDITT NORGE AS

KOMMUNAL LANDSPENSJONSKASSE

GJENSIDIGE FORSIKRINGSSELSKAP

By: /s/ Lisen Kjekshus

By: /s/ Aage Schaanning

Name: Lisen Kjekshus

Name: Aage Schaanning

Title: Attorney at law

Title: CFO

By: /s/ Jørgen Hauge

Name: Jørgen Hauge

Title: Senior Transactions Manager

DNB CAPITAL LLC

GARANTIINSTITUTTET FOR EKSPORTKREDITT

By: /s/ Ahelia Singh

By: /s/ Britt Skåtun

Name: Ahelia Singh

Name: Britt Skåtun

Title: Assistant Vice President

Title: Director, Offshore

By: /s/ Mita Zalavadia

By: /s/ Siri Schøyen Boasson

Name: Mita Zalavadia

Name: Siri Schøyen Boasson

Title: Assistant Vice President

Title: Lawyer

The Agent:

Bank Guarantor:

DNB BANK ASA, NEW YORK BRANCH

DNB BANK ASA, GRAND CAYMAN BRANCH

By: /s/ Ahelia Singh

By: /s/ Ahelia Singh

Name: Ahelia Singh

Name: Ahelia Singh

Title: Assistant Vice President

Title: Assistant Vice President

By: /s/ Mita Zalavadia

By: /s/ Mita Zalavadia

Name: Mita Zalavadia

Name: Mita Zalavadia

Title: Assistant Vice President

Title: Assistant Vice President

DNB MARKETS, INC.

By: /s/ Ted Jadick Jr.

Name: Ted Jadick Jr.

Title: Executive Vice President

By: /s/ Tor Ivar Hansen

Name: Tor Ivar Hansen

Title: Managing Director

1.

The Borrower, each Corporate Guarantor, the Vessel Owner and the Security Provider

(a)

Certificate of Registration or similar;

(b)

articles of Association or similar;

(c)

resolutions passed at a board meeting evidencing:

(i)

the approval of the terms of, and the transactions contemplated by, this Amendment and Restatement Agreement, the consent letter dated 30 October 2020, in respect of the Borrower only, the consent letter dated [●] 2020, and any other relevant Finance Document; and

(ii)

the authorisation of its appropriate officer or officers or other representatives to execute this Amendment and Restatement Agreement, the Finance Documents to which it is a party and any other documents necessary for the transactions contemplated by this Amendment and Restatement Agreement on its behalf.

(d)

in respect of the Borrower, the Vessel Owner and Tidewater Inc. (on behalf of itself and each of the Corporate Guarantors), a certificate of an authorised signatory:

(i)

certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Amendment and Restatement Agreement;

(ii)

confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; and

(iii)

confirming that the statements made in the consent letter dated 30 October 2020 remain in full force and effect.

(e)

specimen signatures of the designated representatives set out in paragraph (c)(ii) above;

(f)

copy of Power of Attorney (to the extent not included in the resolutions in (c) above); and

(g)

any other documents as requested by a Finance Party as a part of its internal KYC-procedures.

2.

Finance Documents

(i)

this Amendment and Restatement Agreement duly signed by the Borrower, the Corporate Guarantors, the Vessel Owner, the Security Provider, each Finance Party (including the Additional Lenders in their capacity as such) and the Agent;

(ii)

the subordination undertaking provided by Tidewater Marine International, Inc. for the subordination of any Tidewater Loans; and

(iii)

any other Finance Document (duly signed by the appropriate parties thereto) required to be delivered pursuant to the Amended and Restated Facility Agreement.

3.

Security Documents

(a)

Norwegian law restated security agreement in respect of the Assignment of Insurances, the Assignment of Earnings and the Mortgages over the Security Vessels;

(b)

2^nd priority mortgage to secure account current and collateral deed of covenants granted by the Vessel Owner in favour of the Security Agent in respect of MV Troms Lyra;

(c)

2^nd priority mortgage to secure account current and collateral deed of covenants granted by the Vessel Owner in favour of the Security Agent in respect of MV Troms Capella; and

(d)

such other amendments to any Security Documents or filings of this Agreement as will be necessary in order to verify that the Security Documents remain in full force and effect.

4.

Miscellaneous

(a)

Evidence that the Borrower has paid to the Agent all Guarantee Premium, fees, costs and expenses due and payable on or before the Effective Date pursuant to the terms of the Amended and Restated Facility Agreement and this Amendment and Restatement Agreement;

(b)

evidence that the borrower has repaid each of the Sub-Tranches in full, including any accrued Interests, and made one (1) semi-annual repayment instalment on each of the Tranches (other than the Sub-Tranches), together with any Break Costs applicable to such prepayments, pursuant to Clause 2(a);

(c)

satisfactory searches in maritime registries, including, but not limited to evidence (by way of transcript of registry) that the relevant Security Vessel is registered in the name of the Vessel Owner in the relevant Ship Registry, that the Mortgage is recorded with its intended first priority against the Security Vessel and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the relevant Security Vessel;

(d)

the most recent class certificate for each Security Vessel from the relevant Classification Society, confirming that the Security Vessel is classed with the highest class in accordance with Clause 24.4 (Trading, classification and repairs) of the Amended and Restated Facility Agreement;

(e)

certificates from insurers and/or insurance brokers confirming compliance with the insurance requirements under this Agreement, including, but not limited to copies of insurance and re-insurance policies/cover notes documenting that insurance and re-insurance cover has been taken out in respect of each Security Vessel in accordance with Clause 24.1 (Insurance) of the Amended and Restated Facility Agreement;

(f)

evidence and certified copies of (i) any technical management agreement (if applicable), (ii) the ISM Code Document of Compliance (if applicable) (iii) the ISM Code Safety Management Certificate (if applicable), (iv) its ISPS Code Ship Security Certificate (if applicable), (v) any charter contract as well as other charter agreements for the Security Vessel and service contracts relating thereto (if applicable) whereby the Vessel Owner receives charter hire or other payments for services provided by such Security Vessel, and (vi) all kinds of guarantees related to such charter contracts, service contracts or other agreement;

(g)

post-merger pro-forma balance sheet for each of the Borrower and the Vessel Owner;

(h)

a transcript from the Norwegian corporate registry showing that the contemplated mergers have been completed, and that the surviving entities, Troms Offshore Fleet Holding AS, and Troms Offshore Management AS, respectively, have assumed all rights and obligations of the non-surviving entities;

(i)

satisfactory documentation of all such other steps required to reflect the internal reorganisation of the Troms Subsidiaries in the Amended and Restated Facility Agreement, including any waivers and/or requisite approvals that may be required under the New Secured Notes Indenture; and

(j)

any other documents as reasonably requested by the Agent.

5.

Legal opinions

(a)

Advokatfirmaet BAHR AS in respect of Norwegian law issues;

(b)

Jones Walker LLP in respect of US law issues;

(c)

De Brauw Blackstone Westbroek N.V. in respect of Dutch law issues;

(d)

Appleby (Isle of Man) LLC in respect of Isle of Man law issues; and

(e)

Maples Group in respect of Cayman Islands law issues.

NOK 478,920,000 + USD 60,826,363

amended and restated term loan facility agreement

originally dated 25 May 2012 and last amended and restated on the Amendment and

Restatement Agreement no. 5 Amendment Date

for

Troms Offshore Supply AS
as Borrower

Troms Offshore Fleet Holding AS
as Vessel Owner

and

Tidewater Inc. and its Wholly Owned Domestic Subsidiaries

As Corporate Guarantors

and

Eksportkreditt Norge AS
Kommunal Landspensjonskasse Gjensidige Forsikringsselskap
as Lenders

With

Garantiinstituttet for Eksportkreditt
as GIEK

DNB Bank ASA, Grand Cayman Branch
as Bank Guarantor

and

DNB Bank ASA, New York Branch
as Agent

and

DNB Markets, Inc.
as Arranger and Bookrunner

MV “Troms Sirius”
MV “Troms Arcturus”
MV “Troms Mira”
MV “Troms Hera”

www.bahr.no

1.

DEFINITIONS AND INTERPRETATION

2.

THE FACILITY

PURPOSE

CONDITIONS OF DRAWDOWN

DRAWDOWN

REPAYMENT OF THE LOAN FACILITY

PREPAYMENT

INTEREST

INTEREST PERIODS

CHANGES TO THE CALCULATION OF INTEREST

FEES

TAX GROSS UP AND INDEMNITIES

INCREASED COSTS

OTHER INDEMNITIES

COSTS AND EXPENSES

GUARANTEE

CORPORATE GUARANTEE AND INDEMNITY

SECURITY

GUARANTEES

REPRESENTATIONS AND WARRANTIES

AFFIRMATIVE COVENANTS

COVENANTS – Tidewater Inc.

Negative Covenants

Security Vessels Covenants

EVENTS OF DEFAULT

CHANGES TO THE FINANCE PARTIES

CHANGES TO THE BORROWER

ROLE OF THE AGENT

SHARING AMONG THE FINANCE PARTIES

PAYMENT MECHANICS

SET-OFF

NOTICES

CALCULATIONS AND CERTIFICATES

MISCELLANEOUS

AMENDMENTS AND WAIVERS

GOVERNING LAW AND ENFORCEMENT

Schedule 1 Part I – The original finance parties

Schedule 2 Conditions Precedent

Schedule 3 (Request) Part I – Form of drawdown request

Schedule 4 Form of Compliance Certificate

Schedule 5 Form of Troms Mira bank guarantee

Schedule 6 Form of Notice of Assignment of the Loan and the Guarantees

Schedule 7 Repayment Schedule

(12)

TROMS OFFSHORE SUPPLY AS, Norwegian registration no. 995 541 467, with registered offices at Strandveien 106, N-9006 Tromsø, Norway, as borrower (the “Borrower”);

(13)

TIDEWATER INC. and its Wholly Owned Domestic Subsidiaries (as hereinafter defined) as corporate guarantors (the “Corporate Guarantors”, and each a “Corporate Guarantor”);

(14)

EKSPORTKREDITT NORGE AS, Norwegian registration no. 998 544 696, with registered offices at Hieronymus Heyerdahls gate 1, N-0160 Oslo, Norway (“EKN”);

(15)

KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FORSIKRINGSSELSKAP, Norwegian registration no. 938 708 606, with registered offices at Dronning Eufemias gate 10, N-0191 Oslo, Norway (“KLP”);

(16)

TROMS OFFSHORE FLEET HOLDING AS, Norwegian registration number 912 669 165, with registered offices at Strandveien 106, N-9006 Tromsø, Norway as vessel owner(the “Vessel Owner”);

(17)

JB HOLDING COMPANY B.V., as security provider (the “Security Provider”);

(18)

GARANTIINSTITUTTET FOR EKSPORTKREDITT, Norwegian registration no. 974 760 908, with registered offices at Støperigata 1, 0250 Oslo, Norway (“GIEK”);

(19)

DNB BANK ASA, GRAND CAYMAN BRANCH, Norwegian registration no. 984 851 006, acting through its offices at c/o DNB Bank ASA, New York Branch, 200 Park Avenue, New York, NY 10166, USA as bank guarantor (the “Bank Guarantor”);

(20)

DNB BANK ASA, NEW YORK BRANCH, Norwegian registration no. 984 851 006, acting through its offices at 200 Park Avenue, New York, NY 10166, USA as agent (the “Agent”); and

(21)

DNB MARKETS, INC., acting through its offices at 200 Park Avenue, New York, NY 10166, USA as arranger (in that capacity, the “Arranger”) and bookrunner (in that capacity, the “Bookrunner”).

7.

DEFINITIONS AND INTERPRETATION

7.1

Definitions

(a)

in relation to the Troms Sirius Tranche and the Troms Sirius Guarantees the period from and including the Closing Date up to and including 28 August 2012;

(b)

in relation to the Troms Arcturus Tranche and the Troms Arcturus Guarantees the period from and including the date of the Amendment and Restatement Agreement no. 2 up to and including 30 June 2014;

(c)

in relation to the Troms Mira Tranche and the Troms Mira Guarantees the period from and including the Amendment and Restatement Agreement no. 3 Amendment Date up to and including the earlier of (i) the date falling three (3) months after the Delivery Date of MV “Troms Mira” and (ii) 30 June 2015; and

(d)

in relation to the Troms Hera Tranche and the Troms Hera Guarantees the period from and including the Amendment and Restatement Agreement no. 3 Amendment Date up to and including the earlier of (i) the date falling three (3) months after the Delivery Date of MV “Troms Hera” and (ii) 30 June 2015.

(a)

the amount of the outstanding Loan; and

(b)

in relation to any proposed Drawdown, the amount of the Loan that is due to be made on or before the proposed Drawdown Date.

(a)

in respect of the Troms Sirius Bank Guarantee, 29 August 2024;

(b)

in respect of the Troms Arcturus Bank Guarantee, 28 April 2026;

(c)

in respect of the Troms Mira Bank Guarantee, 7 April 2023; and

(d)

in respect of the Troms Hera Bank Guarantee, 15 July 2023.

(b)

the value of the interest amount EKN would be able to obtain if placing an amount equal to that Tranche or part thereof at the Prepayment Swap Rate for a period starting on the Business Day following receipt or recovery of that Tranche or part thereof to (and including) the Final Maturity Date (calculation of such amount to take into account the agreed repayment schedule of that Tranche, as if that Tranche had been repaid on all of the scheduled Instalment Repayment Dates to (and including) Final Maturity Date),

(a)

the value of the interest amount (excluding the Margin) which that Lender should have received for the period from the date of receipt of a Tranche or part thereof or Unpaid Sum to the last day of the current Interest Period in respect of that Tranche or part thereof or Unpaid Sum, had that Tranche or part thereof or Unpaid Sum been paid on the last day of that Interest Period;

(b)

the value of the interest amount that Lender would be able to obtain if placing an amount equal to that Tranche or part thereof or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Tidewater Inc. and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are defined in Section 13(d) of the Exchange Act);

(b)

the adoption of a plan relating to the liquidation or dissolution of Tidewater Inc.;

(c)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50 % of the Voting Stock of Tidewater Inc., or any of its direct or indirect parent companies, measured by voting power rather than number of shares; or

(d)

Tidewater Inc. ceases to own or Control, either directly or indirectly, 100% of the Equity Interests of any of its Wholly Owned Domestic Subsidiaries (except as permitted under the New Secured Notes Indenture), the Borrower, the Vessel Owner or the Security Provider or the Borrower ceases to own or Control, directly 100% of the Equity Interest of the Vessel Owner or any Person that has become an Additional Obligor, except as otherwise permitted hereunder.

(a)

3.88% p.a. fixed for twelve (12) years being the official supported interest rate (CIRR) in respect of the Troms Sirius Tranche;

(b)

2.31% p.a. fixed for twelve (12) years being the official supported interest rate (CIRR) in respect of the Troms Arcturus Tranche; and

(c)

2.91% p.a. fixed for a period until the Final Maturity Date in respect of the Troms Mira Tranche being the official supported interest rate (CIRR) in respect of the Troms Mira Tranche.

(a)

in respect of MV “Troms Mira”, the actual delivery date for MV “Troms Mira” pursuant to the Troms Mira Contract, which occurred on 7 January 2015; and

(b)

in respect of MV “Troms Hera”, the actual delivery date for MV “Troms Hera” pursuant to the Troms Hera Contract, which occurred on 15 April 2015.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems- related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

29 May 2012 in respect of the Troms Sirius Tranche;

(b)

28 January 2014 in respect of the Troms Arcturus Tranche;

(c)

in respect of the Troms Mira Tranche, the date, being a Business Day, specified in a Drawdown Request, on which the Borrower requests the Troms Mira Tranche to be disbursed and the Troms Mira Guarantees to be issued;

(d)

in respect of the Troms Hera Tranche, the date, being a Business Day, specified in a Drawdown Request, on which the Borrower requests the Troms Hera Tranche to be disbursed and the Troms Hera Guarantees to be issued.

(a)

in respect of the Troms Sirius Tranche, 29 May 2024;

(b)

in respect of the Troms Arcturus Tranche, 28 January 2026;

(c)

in respect of the Troms Mira Tranche, 7 January 2027; and

(d)

in respect of the Troms Hera Tranche, 15 April 2027.

(a)

on each Flag Jurisdiction Transfer Date with respect to a Security Vessel, the Vessel Owner shall have duly authorized, executed and delivered, and caused to be recorded (or made arrangements satisfactory to the Agent for the prompt recording thereof) in the appropriate vessel registry a Mortgage, with respect to the Security Vessel being transferred (the “Transferred Vessel”) and the Mortgage shall be effective to create in favour of the Agent for the benefit of the Finance Parties a legal, valid and enforceable first priority security interest, in and lien upon such Transferred Vessel, subject only to Liens permitted by Clause 23.1 (Liens). All filings, deliveries of instruments and other actions necessary under the governing law of the applicable Mortgage or reasonably requested by the Agent to perfect and preserve such security interests, shall have been duly effected (or arrangements satisfactory to the Agent for the prompt effectiveness thereof shall have been made) and the Agent shall have received reasonably detailed customary evidence thereof, including favourable legal opinions in form and substance satisfactory to the Finance Parties from lawyers appointed by the Agent on matters concerning all relevant jurisdictions; and

(b)

on or prior to each Flag Jurisdiction Transfer Date with respect to a Security Vessel, a certificate, dated as of a recent date, signed by a Responsible Officer of Vessel Owner, certifying that (A) all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Flag Jurisdiction Transfer being consummated on such date and otherwise referred to herein shall have been obtained and remain in effect and (B) there exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon such Flag Jurisdiction Transfer.

(a)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(b)

commodity swap agreements, commodity cap agreements, commodity collar agreements, foreign exchange contracts and currency swap agreements;

(c)

other agreements or arrangements designed to manage interest rates or interest rate risk either generally or under specific contingencies; and

(d)

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices either generally or under specific contingencies.

(a)

in relation to the Loan in NOK, NIBOR; and

(b)

in relation to the Loan in USD, LIBOR.

(a)

in respect of borrowed money;

(b)

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

(c)

in respect of banker’s acceptances;

(d)

representing Capital Lease Obligations;

(e)

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

(f)

representing any Hedging Obligations,

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan,

(a)

The applicable Screen Rate at or about, but not before, 12:00 noon Oslo time two (2) Business Days prior to the start of a new Interest Period; or

(b)

as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

(a)

in respect of the Troms Mira Tranche, for a period until the Final Maturity Date in respect of the Troms Mira Tranche, the margin as set forth in and documented by a side letter to this Agreement dated 18 May 2015, as drawn in USD; and

(b)

in respect of the Troms Hera Tranche, for a period until the Final Maturity Date in respect of the Troms Hera Tranche, the margin as set forth in and documented by a side letter to this Agreement dated 18 May 2015, as drawn in USD.

(c)

in respect of the Troms Hera Tranche, with a Fixed Margin Period of seventy two (72) months from the Delivery Date of MV “Troms Hera”, a margin to be determined by KLP prior to Drawdown, and documented by a side letter to this Agreement, if drawn in NOK;

(d)

in respect of the Troms Hera Tranche, with a Fixed Margin Period of seventy two (72) months from the Delivery Date of MV “Troms Hera”, sixty five (65) basis points per annum if drawn in USD;

(e)

in respect of the Troms Hera Tranche, with a Fixed Margin Period for a period until the Final Maturity Date in respect of the Troms Hera Tranche, a margin to be determined by KLP prior to Drawdown, and documented by a side letter to this Agreement, if drawn in NOK;

(f)

in respect of the Troms Hera Tranche, with a Fixed Margin Period for a period until the Final Maturity Date in respect of the Troms Hera Tranche, eighty five (85) basis points per annum if drawn in USD;

(a)

The applicable Screen Rate at or about, but not before, 12:00 noon Oslo time two (2) Business Days prior to the first day of an Interest Period; or

(b)

as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

(a)

Liens created on or after the Issue Date to secure the Secured Obligations;

(b)

Liens existing on the Issue Date and listed on Schedule 4.06 to the New Secured Notes Indenture and any replacements, renewals or extensions thereof (including if an early buy-out option is exercised in connection with a Sale-Leaseback Arrangement listed on Schedule 1.01A to the New Secured Notes Indenture, then the subsequent sale-leaseback of such Vessel shall be considered a renewal), provided that (i) the property covered thereby is not changed, (ii) the original principal amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;

(c)

Liens for taxes, assessments and other governmental charges or levies not yet delinquent, or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or secure amounts that are not material to the value of the properties to which such Liens attach;

(d)

Liens (other than Liens on Vessels) imposed by Law including, without limitation, landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operator’s, vendor’s, supplier’s, worker’s, construction or other like Liens, in each case, arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or secure amounts that are not material to the value of the properties to which such Liens attach;

(e)

Permitted Maritime Liens (as defined in this Agreement);

(f)

pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security Laws or similar legislation, other than any Lien imposed by ERISA;

(g)

deposits, or cash or other property pledged to secure reimbursement obligations with respect to letters of credit, to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds, temporary importation bonds, foreign exchange transactions, and other obligations of a like nature incurred in the ordinary course of business;

(h)

Liens (other than Liens on Vessels) incidental to the conduct of business and the ownership of property and assets including, without limitation, ground leases, leases of office space, easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use of such property in the ordinary operation of the business of the applicable Person;

(i)

Liens (other than Liens on Vessels) securing judgments for the payment of money not constituting an Event of Default under Section 7.01(a)(vi) of the New Secured Notes Indenture;

(j)

Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time the Issuer or a Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into any Subsidiary); provided, that such Liens (i) are not created, incurred or assumed in anticipation of or in connection with such other Person becoming a Subsidiary (or such acquisition of such property, other assets or stock); and (ii) do not extend to any assets other than the specific property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) encumbered by such Liens on the date that such property, other assets or stock is acquired or such Person is merged into or consolidated with the Issuer or any of its Subsidiaries or otherwise becomes a Subsidiary of the Issuer;

(k)

Liens (i) of a collecting bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of Law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(l)

Liens in respect of any Synthetic Lease Obligations;

(m)

Liens in respect of the Sale-Leaseback Arrangements;

(n)

Liens on assets or property of any Subsidiary (other than any Notes Party) securing Indebtedness or other obligations of such Subsidiary owing to the Issuer or another Subsidiary;

(o)

Liens resulting from extensions, renewals or replacements of the Liens permitted by clause (j) provided that (i) there is no increase in the original principal amount of the debt secured thereby and (ii) any new Lien attaches only to the same property that was subject to the earlier Lien;

(p)

construction or inchoate Liens securing progress payments on vessels under construction;

(q)

Liens securing Indebtedness permitted under Section 4.03(b)(v) of the New Secured Notes Indenture; provided that (i) such Liens and the Indebtedness secured thereby are incurred within 180 days prior to or within 180 days after such acquisition or the completion of such acquisition, construction or improvement, (ii) the Indebtedness secured thereby does not exceed by more than a de minimis amount the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such Liens shall not apply to any other property or assets of the Issuer or any Subsidiary;

(r)

Liens (other than Liens on Vessels) securing obligations and other liabilities arising in the ordinary course of business; provided that such obligations and liabilities do not constitute Indebtedness; and provided further that the aggregate book value of the assets that are subject to such Liens shall not exceed USD 10,000,000 at any time;

(s)

Liens securing Indebtedness permitted under Section 4.03(b)(ix) of the New Secured Notes Indenture; provided that such Liens rank junior in priority to those securing the Secured Obligations and are subject to an intercreditor agreement containing terms substantially consistent with the terms in the intercreditor term sheet attached as an Exhibit to the New Secured Notes Indenture;

(t)

Liens on accounts receivable sold or to be sold pursuant to Permitted Financing Arrangements;

(u)

cash collateral posted to support Hedging Obligations permitted under Section 4.03(b)(xi) of the New Secured Notes Indenture;

(v)

Liens securing Indebtedness permitted under Section 4.03(b)(xii) of the New Secured Notes Indenture; provided that such Liens rank pari passu or junior in priority to Liens on Collateral securing the Notes and are subject to an intercreditor agreement and/or collateral agency agreement, as applicable, among the Issuer, the Collateral Agent and the representatives of the lenders extending such Indebtedness permitted under Section 4.03(b)(xii) of the New Secured Notes Indenture which (i) in the case of any such obligations secured on a pari passu basis shall be subject to an intercreditor agreement containing reasonable and customary terms and establish that the Liens on any Collateral securing the Notes also securing such pari passu obligations shall rank pari passu to the Liens on such Collateral securing any obligations under the New Secured Notes Indenture, the New Secured Notes and the Guarantees and (ii) in the case of any such obligations that rank junior in priority shall be subject to an intercreditor agreement containing terms substantially consistent with the terms in the term sheet attached as Exhibit F to the New Secured Notes Indenture;

(w)

Liens on property or assets of or Equity Interests in a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with or, or in contemplation of, such Person becoming a Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements on such property) that secured the obligations to which such Liens relate; and

(x)

Liens securing Indebtedness permitted under Section 4.03(b)(xv) of the New Secured Notes Indenture; provided that such Liens are junior in priority to the Liens securing the New Secured Notes, and any replacements, renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the original principal amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed.

(a)

Liens for crews’ wages (including the wages of the master of such Vessel) that are incurred and are outstanding in the ordinary course of business and (i) are not yet overdue for more than thirty (30) days or (ii) are being contested in good faith by appropriate proceedings provided that the Issuer and/or its relevant Subsidiary has set aside on its books adequate cash reserves with respect to such contested amount and (A) if the subject Vessel is a Mortgaged Vessel, such cash reserves are included in the Collateral and such Vessel has not been scheduled by the court in such proceedings for judicial sale or otherwise rendered a forfeiture or Total Loss and (B) if the subject Vessel is not a Mortgaged Vessel, such Lien would not reasonably be expected to have a Material Adverse Effect;

(b)

Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of such Vessel, the master of such Vessel or a charterer or lessee of such Vessel, which in each case have existed for not more than sixty (60) days unless (i) such Lien is being contested in good faith by appropriate proceedings, (ii) the Issuer and/or its relevant Subsidiary has set aside on its books adequate cash reserves with respect to such contested amount and (iii) if the subject Vessel is a Mortgaged Vessel, such cash reserves are included in the Collateral and such Vessel has not been scheduled by the court in such proceedings for judicial sale or otherwise rendered a forfeiture or Total Loss, or if the subject Vessel is not a Mortgaged Vessel, such Lien would not reasonably be expected to have a Material Adverse Effect;

(c)

shipyard Liens, Liens for necessaries and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining and repairing such Vessel (other than those referred to in (1) and (2) above), which in each case have existed for not more than sixty (60) days unless (i) any such Lien is being contested in good faith by appropriate proceedings, (ii) the Issuer and/or its relevant Subsidiary has set aside on its books adequate cash reserves with respect to such contested amount and (iii) if the subject Vessel is a Mortgaged Vessel, such cash reserves are included in the Collateral and such Vessel has not been scheduled by the court in such proceedings for judicial sale or otherwise rendered a forfeiture or Total Loss, or if the subject Vessel is not a Mortgaged Vessel, such Lien would not reasonably be expected to have a Material Adverse Effect;

(d)

Liens for damages arising from maritime torts which are (i) unclaimed, (ii) in respect of which a bond or other security has been posted on behalf of the relevant Notes Party with the appropriate court to prevent the arrest or secure the release of such Vessel from arrest within fifteen (15) days of seizure, (iii) if the subject Vessel is a Mortgaged Vessel, are being contested in good faith by appropriate proceedings, the Issuer and/or its relevant Subsidiary has set aside on its books adequate cash reserves with respect to such contested amount and such cash reserves are included in the Collateral and such Vessel has not been scheduled by the court in such proceedings for judicial sale or otherwise rendered a forfeiture or Total Loss or (iv) if the subject Vessel is not a Mortgaged Vessel, are being contested in good faith by appropriate proceedings, the Issuer and/or its relevant Subsidiary has set aside on its books adequate cash reserves with respect to such contested amount and such proceedings would not reasonably be expected to have a Material Adverse Effect;

(e)

Liens (other than Liens referred to in clause (b)) that are covered by insurance (subject to reasonable deductibles); and

(f)

Liens for charters or sub-charters or leases or subleases permitted under this Indenture or the Security Documents; provided that any such Lien shall be permitted only to the extent it is subordinate to the Lien of the Vessel Mortgage (if any) in respect of such Vessel.

(a)

the Reference Bank is a contributor to the applicable Screen Rate; and

(b)

it consists of a single figure,

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c)

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

(a)

in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and the relevant period (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

(b)

in relation to NIBOR, the Norwegian interbank offered rate administered by Norske Finansielle Referanser AS and calculated in cooperation with Global Rate Set Systems (GRSS) acting as calculation agent (or any other person which takes over the administration and/or calculation of that rate) for the relevant period (before any correction, recalculation or republication by the administrator) on page OIBOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

(a)

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

(b)

any hijacking, theft, condemnation, capture, seizure, destruction, abandonment or arrest of such Security Vessel, if any such event is not cured within one-hundred twenty (120) days from the date of occurrence of such event; and/or

(c)

any expropriation, confiscation, requisition or acquisition of such Security Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a governmental or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension) unless it is within one (1) month from the Total Loss Date redelivered to the full control of the Borrower.

(a)

in the case of an actual total loss of a Security Vessel, the date on which it occurred or, if that is unknown, the date when such Security Vessel was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of a Security Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling six (6) months after notice of abandonment of such Security Vessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of the Borrower or the Security Vessel owner with the Security Vessel’s insurers in which the insurers agree to treat the Security Vessel as a total loss; or

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

(a)

MV “Troms Sirius”, a STX PSV 09 L CD design platform supply vessel (PSV) with IMO no. 9628386, owned by and registered in the name of Troms Offshore Fleet Holding AS;

(b)

MV “Troms Arcturus”, a STX PSV 07 CD design platform supply vessel (PSV) with IMO no. 9694000, owned by and registered in the name of Troms Offshore Fleet Holding AS;

(c)

MV “Troms Mira”, a Vard 108 design multifunctional platform supply vessel (PSV) with IMO no. 9709116, owned by and registered in the name of Tidewater Marine Fleet, L.L.C.; and

(d)

MV “Troms Hera”, a Vard 108 design multifunctional platform supply vessel (PSV) owned by and registered in the name of Tidewater Marine Vessels, L.L.C.

7.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Agent”, the “Arranger”, the “Bookrunner”, any “Finance Party”, any “Lender”, any “Guarantor”, the “Borrower”, the “Corporate Guarantor”, the “Hedging Bank” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

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

(iii)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi)

(a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(vii)

a provision of law is a reference to that provision as amended or re-enacted; and

(viii)

a time of day is a reference to Oslo time unless specified otherwise.

(b)

Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

(e)

If at any time any change in GAAP (including any change in the interpretation of GAAP or the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Finance Document, and either the Borrower or the Finance Parties shall so request, the Agent, the Finance Parties and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Finance Parties); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Finance Parties financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

8.

THE FACILITY

8.1

The Facility

(a)

the Lenders make available to the Borrower a term loan facility in a maximum aggregate amount as set opposite their respective names under the heading “Commitment; Loan” in Schedule 1, Part I;

(b)

the Guarantors agree to issue the Guarantees in favour of the Lenders, in amounts set opposite their respective names under the heading “Commitment; Guarantees” in Schedule 1Part II (The Original Guarantors), in an aggregate amount equal to the Loan disbursed by the Lenders.

8.2

Finance Parties’ obligations

9.

PURPOSE

10.

CONDITIONS OF DRAWDOWN

10.1

Initial conditions precedent

10.2

Further conditions precedent

(a)

no Default is continuing or would result from the proposed Tranche;

(b)

no Disruption Event is continuing; and

(c)

the representations listed in Clause 20 (Representations and Warranties) to be made by the Obligors, the Vessel Owner, any Person that has become an Additional Obligor and the Security Provider are true in all material respects.

10.3

Maximum number of Drawdowns

10.4

Currency

10.5

Waiver of conditions precedent

11.

DRAWDOWN

11.1

Delivery of a Drawdown Request and a Guarantee Request

11.2

Lenders’ and Guarantors’ participation

(a)

the relevant Lender shall no later than on the relevant Drawdown Date make available to the Borrower by way of direct payment from that Lender to the relevant Builder an amount equal to that Tranche; and

(b)

the Guarantors shall no later than on the Drawdown Date of that Tranche issue the relevant Guarantees in favour of the relevant Lender, in an aggregate amount equal to that Tranche.

11.3

Cancellation of Commitment

12.

REPAYMENT OF THE LOAN FACILITY

12.1

Repayment of the Troms Sirius Tranche

(a)

The Borrower shall repay the Troms Sirius Tranche by twenty four (24) consecutive semi-annual repayment instalments each in the amount of 1/24 of NOK 204,480,000, the first of which was due and paid by the Obligors on 27 November 2012, and as subsequently reduced, as set forth on Schedule 7 attached hereto.

(b)

Any other Outstanding Indebtedness in relation the Troms Sirius Tranche is due and payable on the Final Maturity Date of the Troms Sirius Tranche.

(c)

The Borrower may not re-borrow any part of the Troms Sirius Tranche which is repaid.

12.2

Repayment of the Troms Arcturus Tranche

(a)

The Borrower shall repay the Troms Arcturus Tranche by twenty four (24) consecutive semi-annual repayment instalments each in the amount of 1/24 of NOK 300,000,000, the first of which was due and paid by the Obligors on 31 July 2014, and as subsequently reduced, as set forth on Schedule 7 attached hereto.

(b)

Any other Outstanding Indebtedness in relation the Troms Arcturus Tranche is due and payable on the Final Maturity Date of the Troms Arcturus Tranche.

(c)

The Borrower may not re-borrow any part of the Troms Arcturus Tranche which is repaid.

12.3

Repayment of the Troms Mira Tranche

(a)

The Borrower shall repay the Troms Mira Tranche by twenty four (24) consecutive semi-annual repayment instalments each in the amount of 1/24 of USD 29,488,003, the first of which was due and paid by the Obligors on 7 July 2015, and as subsequently reduced, as set forth on Schedule 7 attached hereto.

(b)

Any other Outstanding Indebtedness in relation the Troms Mira Tranche is due and payable on the Final Maturity Date of the Troms Mira Tranche.

(c)

The Borrower may not re-borrow any part of the Troms Mira Tranche which is repaid.

12.4

Repayment of the Troms Hera Tranche

(a)

The Borrower shall repay the Troms Hera Tranche by twenty-four (24) consecutive semi-annual repayment instalments each in the amount of 1/24 of USD 31,338,360, the first of which was due and paid by the Obligors on 14 October 2015, and as subsequently reduced, as set forth on Schedule 7 attached hereto.

(b)

Any other Outstanding Indebtedness in relation the Troms Hera Tranche is due and payable on the Final Maturity Date of the Troms Hera Tranche.

(c)

The Borrower may not re-borrow any part of the Troms Hera Tranche which is repaid.

12.5

Scheduled reductions of the Guarantees

13.

PREPAYMENT

13.1

Voluntary prepayment

13.2

Mandatory prepayment - Illegality

13.3

Mandatory prepayment - non-renewal of a Bank Guarantee

13.4

Mandatory prepayment - Cessation of a Guarantee

(a)

If the Bank Guarantor becomes subject to any winding-up process or similar administrative process due to its financial standing, the Lenders may cancel their Commitment and declare the outstanding amounts under the Loan, together with all accrued Outstanding Indebtedness, immediately due and payable.

(b)

If a Guarantee ceases to be legally valid and binding or have full force and effect, the Lender to whom that Guarantee is issued may cancel its Commitment in respect of the Tranche to which that Guarantee relates and declare the outstanding amounts under that Tranche, together with all accrued Outstanding Indebtedness related to that Tranche, immediately due and payable.

13.5

Mandatory Prepayment – Insolvency or rating downgrade of the Bank Guarantor

13.6

Terms and conditions of prepayment (both voluntary and mandatory)

(a)

Any notice of prepayment by the Borrower under this Clause 7 (Prepayment) shall be irrevocable and shall specify the date or dates upon which the prepayment is to be made and the amount of that prepayment.

(b)

Any partial prepayment under this Agreement shall be applied in inverse order of maturity against the remaining repayments instalments.

(c)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid. Any prepayment under this Agreement is subject to Break Costs, and is without premium or penalty.

(d)

Any prepayment of the Loan shall be paid together with a handling fee of NOK 25,000 on each prepayment, payable to the Agent (for the account of the Lenders, on a pro rata basis) on the prepayment date.

(e)

The Borrower may not re-borrow any part of the Loan which is prepaid.

(f)

If the Agent receives a notice under this Clause 7 (Prepayment) it shall promptly forward a copy of that notice to the Lenders and the Guarantors.

(g)

The Borrower shall not repay or prepay all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

(h)

To the extent the Loan is prepaid by the Borrower, the Guarantees shall be reduced by amounts corresponding with the relevant prepayment, pro rata in accordance with each Guarantor’s participation in the Guarantees.

13.7

Unwinding of any Hedging Agreement

13.8

Mandatory Prepayment – Total Loss or Sale

(a)

If any Security Vessel is sold or otherwise is disposed of in whole or in part (other than bareboat charters or time charters in the ordinary course of business or a permitted transfer of ownership of a Security Vessel to any Person who has become an Additional Obligor), or suffers a Total Loss, the full amount of the Disposal Reduction Amount shall be paid to the Lenders, on a pro rata basis of the relevant Lenders outstanding loans, on the Disposal Reduction Date. Following receipt by the Agent of the prepayment amount, and subject to closing procedure to be agreed between the Borrower and the Agent (in its sole discretion), the Agent shall be entitled to, and shall release (including taking any steps necessary to giving effect to such release) any Security Documents relating to the relevant Security Vessel and release any relevant guarantors.

(b)

For the purpose of this Clause 7.8 (Mandatory Prepayment - Total Loss or sale) the following definitions shall apply:

(i)

where such Security Vessel has become a Total Loss, the date which is the earlier of the date the insurance proceeds are available and one hundred and twenty (120) days after such Security Vessel became a Total Loss; or

(ii)

where such Security Vessel is sold or otherwise disposed of, the date upon which the sale or disposal of such Security Vessel is completed.

13.9

Mandatory Prepayment – Repurchase or prepayment of New Secured Notes

14.

INTEREST

14.1

Calculation of interest

(a)

The rate of interest of each of the Troms Sirius Tranche and the Troms Arcturus Tranche for each Interest Period is the relevant CIRR Interest Rate for that Tranche.

(b)

The rate of interest of the Troms Mira Tranche for each Interest Period is the relevant CIRR Interest Rate.

(c)

The rate of interest of the Troms Hera Tranche for each Interest Period is the fixed interest rate of 2.92 % p.a.

(d)

Effective interest pursuant to Section 46 of the FA Act has been calculated by the Agent as set out in a separate notice from the Agent to the Borrower.

(e)

Interest for each Tranche with CIRR Interest Rate shall be calculated on the basis of a three hundred and sixty (360) day year and a thirty (30) day month.

14.2

Payment of interest

(a)

in respect of the Troms Sirius Tranche, six (6) months after the Drawdown Date for the Troms Sirius Tranche;

(b)

in respect of the Troms Arcturus Tranche, six (6) months after the Drawdown Date for the Troms Arcturus Tranche;

(c)

in respect of the Troms Mira Tranche, six (6) months after the Delivery Date of MV “Troms Mira”; and

(d)

in respect of the Troms Hera Tranche, six (6) months after the Delivery Date of MV “Troms Hera”.

14.3

Fixing of the Margin

(a)

The Margin shall on the Troms Hera Tranche be fixed for a period of ninety six (96) months or one hundred and forty four (144) months from the 15 April 2015 (the “Fixed Margin Period”).

(b)

If the Borrower chooses a Fixed Margin Period of ninety six (96) months for the Troms Hera Tranche, the Borrower may from the date falling sixty (60) Business Days prior to the Interest Payment Date falling nearest to the expiry of the Fixed Margin Period (the “Margin Review Date”), but no later than forty (40) Business Days prior to the Margin Review Date, request that KLP gives an offer to the Borrower for a fixed Margin (the “New Fixed Margin Offer”) for an additional period to be agreed between KLP and the Borrower and so on (the “New Fixed Margin Period”). KLP shall, within ten (10) Business Days of receipt of such request give a New Fixed Margin Offer to the Borrower. No later than ten (10) Business Days of receipt of the New Fixed Margin Offer, the Borrower may accept or reject the New Fixed Margin Offer. If the Borrower does not request KLP to give a New Fixed Margin Offer or does not accept the New Fixed Margin Offer in accordance with the conditions of this Clause 8.3 (Fixing of the Margin), KLP’s Commitment shall terminate and any amount outstanding under the Troms Hera Tranche together with KLP’s proportionate part of all Outstanding Indebtedness shall be due and payable by the Borrower on the last day of the relevant Fixed Margin Period.

14.4

Default interest

(a)

In the event, for any reason, the Borrower fails to pay any amount payable by it under any Finance Document in respect of the Loan on its due date, the Borrower shall pay interest on any such overdue amount at the rate of:

(i)

in case of CIRR Interest Rate, the rate being the higher of (a) CIRR Interest Rate plus 200 (two hundred) basis points per annum and (b) six (6) months NIBOR on the relevant due date plus 200 (two hundred) basis points per annum, from the due date to the actual date of payment;

(ii)

in case of the fixed rate of interest of the Troms Hera Tranche under Clause 8.1 (Calculation of Interest) (e) and (f), the rate being the higher of (a) such fixed rate of interest plus 200 (two hundred) basis points per annum and (b) six (6) months LIBOR or NIBOR (as the case may be) plus 200 (two hundred) basis points per annum from the due date to the actual date of payment.

(b)

If any other Event of Default has occurred and is continuing and notice thereof has been sent from the Agent to the Borrower, all Outstanding Indebtedness shall be deemed overdue and default interest will be calculated on the total amount of Outstanding Indebtedness.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded monthly with the overdue amount at the end of each monthly period applicable to that overdue amount but will remain immediately due and payable. Interest on delayed payments shall be calculated on the basis of actual days elapsed and a year of three hundred and sixty (360) days and shall be paid together with the overdue amount or upon the Agent’s written demand.

14.5

Notification of rates of interest

15.

INTEREST PERIODS

15.1

Selection of Interest Periods

15.2

Non-Business Days

16.

CHANGES TO THE CALCULATION OF INTEREST

16.1

Unavailability of Screen Rate

(a)

Interpolated Screen Rate: If no Screen Rate is available for the applicable IBOR for the Interest Period of the Loan, the applicable IBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan.

(b)

Reference Bank Rate: If no Screen Rate is available for the applicable IBOR for:

(i)

the currency of the Loan; or

(ii)

the Interest Period of the Loan and it is not possible to calculate the Interpolated Screen Rate,

(c)

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no IBOR for the Loan and Clause 10.4 (Cost of funds) shall apply to the Loan for that Interest Period.

16.2

Absence of quotations

16.3

Market disruption

(a)

If a Market Disruption Event (as defined below) occurs in relation to the Loan for any Interest Period and/or at the Quotation Day prior to the Margin Review Date (as defined in Clause 8.3 (Fixing of the Margin)), then 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 sum of:

(i)

the Margin; and

(ii)

the rate notified to the 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 a percentage rate per annum as reasonably determined by that Lender.

(b)

In this Agreement, “Market Disruption Event” means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period LIBOR or NIBOR (as the case may be) is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR or NIBOR (as the case may be) for the relevant currency and Interest Period; or

(ii)

a Lender determines (which determination shall be final and conclusive and binding on the Borrower) that the cost to it of obtaining matching deposits or funds in the Relevant Interbank Market or other relevant markets would be in excess of LIBOR or NIBOR (as the case may be) and informs the Agent of this before close of business in London or Oslo (as the case may be) on the Quotation Day for the relevant Interest Period.

16.4

Cost of funds

(a)

If this Clause 10.4 applies in relation to a Loan for any Interest Period, then the rate of interest on each Lender's share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the 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 that Loan from whatever source it may reasonably select.

(b)

If this Clause 10.4 applies, the Agent shall, as soon as is practicable, notify the Borrower.

16.5

Alternative basis of interest or funding

(a)

If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Lenders, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)

Any alternative basis agreed pursuant to paragraph a) above shall, with the prior consent of the Lenders and the Borrower, be binding on all Parties.

16.6

Break Costs

(a)

The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Tranche or Unpaid Sum being paid by the Borrower on a day other than an agreed day, or in another than agreed amount, for that Tranche or Unpaid Sum.

(b)

The Lenders shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs.

17.

FEES

17.1

Commitment fee

(a)

to the Agent (for further distribution to the Bank Guarantor) a non-refundable commitment fee of 40% of the Guarantee Premium per annum calculated on 10% of any unutilized portion of any Tranche accruing from the date of the Amendment and Restatement Agreement no. 3;

(b)

to the Agent (for further distribution to GIEK) a non-refundable commitment fee of 40% of the Guarantee Premium per annum calculated on 90% of any unutilized portion of any Tranche accruing from the date of the Amendment and Restatement Agreement no. 3; and

17.2

Upfront fee

17.3

Agency fee

17.4

Guarantee premium

(a)

The Borrower shall pay to the Agent (for further distribution to GIEK) a Guarantee Premium of:

(b)

The Borrower shall pay to the Agent (for further distribution to the Bank Guarantor) a Guarantee Premium of:

18.

TAX GROSS UP AND INDEMNITIES

18.1

Tax gross-up

18.2

Stamp taxes

18.3

Value added tax

19.

INCREASED COSTS

19.1

Increased costs

(a)

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any applicable law or regulation made after the Closing Date.

(b)

In this Agreement “Increased Costs” means:

(i)

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

(ii)

an additional or increased cost; or

(iii)

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

19.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b)

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

19.3

Exceptions

(a)

attributable to a deduction or withholding for or on account of Tax from a payment under a Finance Document required by law to be made by the Borrower; or

(b)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

19.4

Delay in Requests

20.

OTHER INDEMNITIES

20.1

Currency indemnity

(a)

If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against the Borrower;

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

20.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

a failure by the Borrower to pay any amount due under a Finance Document on its due date;

(c)

funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in a Drawdown Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(e)

any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Finance Party as a result of the conduct of the Borrower or any of their directors, officers or employees, that violates any Laws.

20.3

Indemnity to the Agent

(a)

investigating any event which it reasonably believes is a Default; or

(b)

acting or relying on any notice, request or instruction in relation to any of the Finance Documents which it reasonably believes to be genuine, correct and appropriately authorised.

21.

COSTS AND EXPENSES

21.1

Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed before or after the Closing Date.

21.2

Amendment and enforcement costs

(a)

the granting of any release, waiver or consent under the Finance Documents at the request of the Borrower;

(b)

any amendment or variation of any of the Finance Documents at the request of the Borrower; and

(c)

the preservation, protection, enforcement or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance Documents whether or not any Finance Party has exercised any default remedies.

22.

GUARANTEE

22.1

Troms Sirius Tranche

(a)

the Corporate Guarantees;

(b)

the Troms Sirius Bank Guarantee; and

(c)

the Troms Sirius GIEK Guarantee,

22.2

Troms Arcturus Tranche

(a)

the Corporate Guarantees;

(b)

the Troms Arcturus Bank Guarantee; and

(c)

the Troms Arcturus GIEK Guarantee,

22.3

Troms Mira Tranche

(a)

the Corporate Guarantees;

(b)

the Troms Mira Bank Guarantee; and

(c)

the Troms Mira GIEK Guarantee,

22.4

Troms Hera Tranche

(a)

the Corporate Guarantees;

(b)

the Troms Hera Bank Guarantee; and

(c)

the Troms Hera GIEK Guarantee,

23.

CORPORATE GUARANTEE AND INDEMNITY

23.1

Corporate Guarantee and indemnity

(a)

guarantees to each Finance Party the punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

(b)

undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, each Corporate Guarantor, the Vessel Owner and each Additional Obligor shall immediately on demand (in Norwegian “påkravsgaranti”) pay that amount, and each Corporate Guarantor, the Vessel Owner and each Additional Obligor shall have no right of reservation or objection to such demand for payment by the Agent and no conflict or dispute of whatsoever nature between the Agent and the Borrower shall have an impact on any Corporate Guarantor’s, the Vessel Owner’s or Additional Obligor’s (as applicable) obligations to pay under the guarantee set out in this Clause 17 (Corporate Guarantee and indemnity); and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Corporate Guarantors or the Additional Guarantors (as applicable) under this indemnity will not exceed the amount they would have had to pay under this Clause 17 (Corporate Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee;

23.2

Corporate Guarantee limitations

(a)

the maximum guarantee liability of each Corporate Guarantor, the Vessel Owner and each Additional Obligor hereunder shall always be limited to NOK 1,300,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrower’s obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of that Corporate Guarantor, the Vessel Owner or that Additional Obligor hereunder;

(b)

the corporate guarantee set out in this Clause 17 (Corporate Guarantee and indemnity) does not apply to any liability if and to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Chapter 8 of the Companies Act or any equivalent and applicable provisions under the laws of the relevant jurisdiction of that Corporate Guarantor, the Vessel Owner or that Additional Obligor.

23.3

Continuing guarantee

23.4

Reinstatement

23.5

Waiver of defences

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance 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 Finance Document or other document, guarantee or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document, guarantee or security; or

(g)

any insolvency or similar proceedings.

23.6

Immediate recourse

23.7

Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (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 neither any Corporate Guarantor or Additional Obligor, nor the Vessel Owner shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Corporate Guarantor, the Vessel Owner or any Additional Obligor or on account of any Corporate Guarantor, the Vessel Owner or any Additional Obligor’s liability under this Clause 17 (Corporate Guarantee and indemnity).

23.8

Deferral of the Corporate Guarantors’ rights

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Corporate Guarantor, the Vessel Owner or that Additional Obligor has given a guarantee, undertaking or indemnity under Clause 17.1 (Corporate Guarantee and Indemnity), however, so that the relevant Corporate Guarantor, the Vessel Owner or the relevant Additional Obligor in case of bankruptcy of an Obligor shall be entitled to file claims against the bankruptcy estate of such Obligor (provided however that the rights of that Corporate Guarantor, the Vessel Owner or that Additional Obligor shall always be fully subordinated to the rights of the Finance Parties hereunder);

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

23.9

Additional security

23.10

Norwegian Financial Agreements Act

(a)

§ 29 (as the Agent shall be entitled to exercise all its rights under this Agreement and applicable law in order to secure payment. Such rights shall include the right to set-off any credit balance in any currency, on any bank account a Corporate Guarantor might have with each of the Finance Parties individually against the amount due);

(b)

§ 63 (1) – (2) (to be notified of an Event of Default hereunder and to be kept informed thereof);

(c)

§ 63 (3) (to be notified of any extension granted to the Borrower in payment of principal and/or interest);

(d)

§ 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

(e)

§ 65 (3) (that its consent is required for it to be bound by amendments to the Finance Documents that may be detrimental to its interest);

(f)

§ 67 (2) (about any reduction of its liabilities hereunder, since no such reduction shall apply as long as any amount is outstanding under the Finance Documents);

(g)

§ 67 (4) (that its liabilities hereunder shall lapse after ten (10) years, as it shall remain liable hereunder as long as any amount is outstanding under any of the Finance Documents);

(h)

§ 70 (as it shall not have any right of subrogation into the rights of the Finance Parties under the Finance Documents until and unless the Finance Parties shall have received all amounts due or to become due to them under the Finance Documents);

(i)

§ 71 (as the Finance Parties shall have no liability first to make demand upon or seek to enforce remedies against the Borrower or any other security provided in respect of the Borrower’s liabilities under the Finance Documents before demanding payment under or seeking to enforce its guarantee obligations hereunder);

(j)

§ 72 (as all interest and default interest due under any of the Finance Documents shall be secured by its guarantee obligations hereunder);

(k)

§ 73 (1) – (2) (as all costs and expenses related to a termination event or an Event of Default under this Agreement shall be secured by its guarantee obligations hereunder); and

(l)

§ 74 (1) – (2) (as it shall not make any claim against the Borrower for payment by reason of performance by it of its obligations under the Finance Documents until and unless the Finance Parties first shall have received all amounts due or to become due to them under the Finance Documents).

24.

SECURITY

(a)

The Obligations shall at any time be secured (in addition to the guarantee provided in Clause 17 (Corporate Guarantee and indemnity) by the following Security Documents (to the extent such security cannot be provided due to existing contractual arrangements, such security shall be provided as soon as possible after the termination of such contractual restriction):

(i)

the Mortgages over the Security Vessels;

(ii)

the Assignment of Insurances;

(iii)

the Assignment of Monetary Claims;

(iv)

the Assignment of Earnings; and

(v)

the Share Charges.

(b)

The Security Documents shall rank with first priority.

(c)

In relation to the obligation to provide the Assignment of Earnings it is understood that the Lenders agree only to require that “reasonable efforts” are applied by the relevant Additional Obligor in obtaining (a) a first priority security interest over all earnings in respect of charter contracts with independent third parties and (b) any acknowledgement from any independent third parties.

25.

GUARANTEES

25.1

Pro rata demands under the Guarantees

25.2

Claims under the GIEK Guarantees and the Bank Guarantees

(a)

The Borrower irrevocably and unconditionally authorises the Guarantors to pay any claim made or purported to be made under the respective Guarantees and which appears on its face to be in order (a “claim”).

(b)

The Borrower shall immediately on demand pay to the Agent (for further distribution to the Guarantors) an amount equal to the amount of any claim.

(c)

The Borrower acknowledges that the Guarantors:

(i)

are not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii)

deal in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d)

The obligations of the Borrower under this clause will not be affected by:

(i)

the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

25.3

Indemnities

(a)

The Borrower shall immediately on demand indemnify the Guarantors against any cost, loss or liability incurred by the Guarantors (otherwise than by reason of the Guarantors’ gross negligence or wilful misconduct) in acting as guarantors under the Guarantees requested by or on behalf of the Borrower.

(b)

The obligations of the Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including:

(i)

(any time, waiver or consent granted to, or composition with, the Borrower, any beneficiary under the Guarantees or any other person;

(ii)

the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor;

(iii)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower, any beneficiary under the Guarantees or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower, any beneficiary under the Guarantees or any other person;

(v)

any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(vii)

any insolvency or similar proceedings.

(c)

The obligations of the Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower in respect of the Guarantees, regardless of any intermediate payment or discharge in whole or in part.

25.4

Subrogation

(a)

The Guarantors shall when all or a part of the amounts have been paid under the Guarantees, automatically without any notice or formalities of any kind, have the right of subrogation, corresponding to the amounts paid under the respective Guarantees, into the rights of the Lenders under the Finance Documents. The Borrower waives any right to dispute or delay a subrogation of the rights of the Lenders under this Agreement to the Guarantors, and the Borrower undertakes to sign and execute any document reasonably required by the Guarantors in connection with a subrogation as aforesaid.

(b)

In the event that a subrogation right should occur and the Loan and all amounts outstanding under this Agreement have been paid to the Lenders, the Lenders shall assign their rights pursuant to the Finance Documents to the Guarantors (or whomsoever they choose to nominate), who shall become party to the Finance Documents and thereby replacing the Lenders in all respects, and any settlement in case of realization of the assets of the Borrower shall be made between the Guarantors (or whomsoever they choose to nominate) on a pari passu basis based on such parties’ proportionate shares subject always to Clause 30.5 (Partial payments).

26.

REPRESENTATIONS AND WARRANTIES

26.1

Existence, Qualification and Power

26.2

Authorization; No Contravention

26.3

Governmental Authorization; Other Consents

26.4

Binding Effect

26.5

Litigation

26.6

No Default

26.7

Ownership of Property; Liens

26.8

Environmental Compliance

(a)

Each Obligor and each of its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations, properties and vessels, and as a result thereof the each Obligor and such Subsidiaries have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)

No Obligor or any Subsidiary has been designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA. None of the Properties or Security Vessels have been identified on any current or proposed National Priorities List under 40 C.F.R. §300 or any list arising from a state statute similar to CERCLA. None of the Properties or Security Vessels have been identified on any CERCLIS list.

(c)

No Hazardous Materials have been or are being used, produced, manufactured, processed, generated, stored, disposed of, released, managed at or shipped or transported to or from the Properties, the Security Vessels or are otherwise present at, on, in or under the Properties, the Security Vessels or, to the knowledge of any Obligor, at or from any adjacent site or facility, except for Hazardous Materials used, produced, manufactured, processed, generated, stored, disposed of, released and managed, shipped or transported in the ordinary course of business in compliance with all applicable Environmental Laws, except where failure to comply could not reasonably be expected to have a Material Adverse Effect.

(d)

Each Obligor and each of its Subsidiaries has procured all permits, licenses or authorizations (or any variances or waivers) necessary under Environmental Laws for the conduct of its business except to the extent any failure to do so could not reasonably be expected to have a Material Adverse Effect.

26.9

Taxes

26.10

Margin Regulations; Investment Company Act

(a)

No part of the proceeds of the Loan will be used, whether directly or indirectly, for any purpose which entails a violation (including on the part of any Finance Party) of Regulation U or X of the FRB.

(b)

No Obligor is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

26.11

Disclosure

26.12

Compliance with Laws

26.13

Solvency

(a)

Tidewater Inc. and its Subsidiaries, taken as a whole on a consolidated basis, is Solvent.

(b)

The representation in paragraph (a) of this Clause shall not be made in the period from and including the Amendment and Restatement Agreement no. 4 Amendment Date and up to but not including the Chapter 11 Plan Effective Date.

26.14

Use of Proceeds