‘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 Miscellaneousu
‘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.
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