‘SIN NO 001 060711.2 BOND AGREEMENT between BOA Deep C AS AND BOA Sub C AS (issuers) and Norsk Tillitsmann ASA. (Bond Trustee) on behalf of the Bondholders in the bond issue FRN BOA Deep C AS AND BOA Sub C AS Senior Secured Callable Bond Issue 2011/2016‘TABLE OF CONTENTS Interpretation 2 The Bonds 3 Listing, 44 Registration in a Securities Restor 5. Purchase ad transfer of Bonds 6 Conditions Procedent 7 Representations and Warranties Status ofthe Bonds and security 9 Interest 10 Maturity ofthe Bonds and Redemption 11 Payments 12 Issuer's acquisition of Bonds 13. Covenants 14 Fees and expenses 15 Events of Default 16 Bondholders’ meeting 17 The Bond Trustee 18 Miscellaneousu ‘This agreement has been entered into on 26 April 2011 between (1). Boa Deep C.AS (a company incorporated in Norway with Company No, ‘984 158 939) ("Boa Deep C”) and Boa Sub C AS (a company incorporated in "Norway with Compaay No, 986 758 607) ("Boa Sub C")as issuers on a joint and several basis (the “Issuers”, and when refered os each individual eompany, the Haruee”), and @) Norsk Tilltsmann ASA (a company incorporated No. 963 342.624) ae bond truste (he “Bond Trustee"), Norway vith Company Interpretation Definitions Tn this Bond Agreement the following terms shall have the following meanings (certain terms relevant for Clauses 13 and 18.2 and other Clauses may be defined in the relevant Claus): “Account Manager” means a Bondholder's account manager in the Securities Register. “Accounts” means the fllowing accounts in the name of any of thelssuers or Boa Offshore (as the case may be), in a bank acceptable to the Bond Trustee; (the Bserow Account and (3) the Barings Accounts; and (i) the Debt Service Account. “Assignment of Charter Contracts” means a first priority assignment of he rights cof Bot Offshore (povided Boa Offshore is a party to Charter Contac) or the ‘relevant Issuer (asthe case may be) under any Chirter Contracts, tothe extent its Iegally possible pursuant othe relevant Charter Contract and applicable law, and alvays provided thet the Isuers and Broa Offshore (as the ease may de) shall uso reasonable efforts for any such Charter Contact to allow for an assignment, related to the Vessels, t any time, inthe amount se out in Clause 22.1 plus interest and ‘expenses, in favour of the Bond Trustee (on behalf of itself and the Bondholders), ‘securing the Issuers’ obligations under this Bond Agreement. The Issuers shall give notice and use its bet endeavours to obtain consent ara acknowledgement of such assignment from any Chartres “Assignment of Earnings” means the assignment of th receivable: ofeach ofthe Issvers or Boa Offshore under any Charter Contracts related to the Vessels, at any time, i the amount stout in Clause 2.2.1 plus interest and expenses in favour of ‘the Bond Trustee (on behalf of itself and the Bondholders), securing the Issuers ‘obligations under this Bond Agreement. > ®