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Notes – Marine Subsea Consolidated<br />
Security:<br />
Guarantees from Marine Subsea AS, Marine Subsea Worker Ltd, Marine Subsea Installer Ltd and Marine Subsea Lifter Ltd.<br />
First priority share pledge in Marine Subsea Caribe Ltd, Marine Subsea Fjord Ltd.<br />
First priority assignments of Marine Subsea Cyprus Holding’s shares and assets, including the barge, in Marine Subsea Lifter Ltd.<br />
Second priority assignments of Marine Subsea Cyprus Holding’s shares and assets, including the barges, in Marine Subsea Worker Ltd and Marine<br />
Subsea Installer Ltd, both to become first priority upon repayment of loans to Jaya and Ulstein shipyards respectively.<br />
Second mortgage in Sarah<br />
Residual Proceeds Security Agreement (Any proceeds granted by Marine Subsea Sarah Ltd and Marine Subsea Karianne Ltd in favor of the Trustee<br />
securing the borrowers payment obligations.)<br />
(3) ISIN NO 001 056161.6 – Marine Subsea Cyprus Holding Ltd Exchange Bond – Series II Bond Issue 2009/2019<br />
Maturity 16 Dec 2019<br />
Outstanding amount USD 67 454 209<br />
Interest/Installments:<br />
9% interest rising to 12% after first two years. The loan is structured with an option to PIK (Pay-in-kind) the first eight quarterly interest payments if<br />
inability to pay. The “Series II” bond loan has second priority of cash interest payments after the “Series I” bond loan.<br />
The amortization schedule is structured as a semi-annual cash sweep starting in the third quarter of 2011.<br />
All available cash contributions from MS&Consafe Ltd and Marine Subsea UK Ltd, as defined in the loan documents, will be used to pay down the<br />
loan. Following the repayment of the “Series I” bond loan, all available cash will be used to repay the “Series II” bond loan.<br />
Security:<br />
Guarantee from Marine Subsea AS<br />
First priority share pledge on Marine Subsea & Consafe Ltd<br />
First priority share pledge on Marine Subsea UK Ltd<br />
First assigment of Marine Subsea & Consafe Ltd. shareholder loan if and when this is repurchased<br />
General<br />
In the event of default on any financial indebtedness there will be declared cross default between the USD 111 000 000 senior secured credit facility<br />
(Sarah tranche) and the USD 111 000 000 senior secured credit facility (Karianne tranche), and the exchange bond loans ISIN NO 001 056160.8 –<br />
Marine Subsea Cyprus Holding Ltd Exchange Bond – Series I Bond Issue 2009/2019 and ISIN NO 001 056161.6 – Marine Subsea Cyprus Holding Ltd<br />
Exchange Bond – Series II Bond Issue 2009/2019.<br />
Covenants<br />
All financing agreements contain financial covenants related to the company’s ability to service its debt. The agreements also contain informationand<br />
negative covenants and events of default which are customary to a facility of this nature. The negative covenants specifically limits mergers or<br />
transfers, incurrence of other indebtedness, investments and loans, permitted payments and distribution to shareholders. All covenants must be met<br />
on a quarterly basis ending March 31st, June 30th, September 30th and December 31st. The group is in compliance with covenants in all financing<br />
agreements as per 31.12.2009.<br />
<strong>Annual</strong> <strong>Report</strong> 2009 Marine Subsea 47
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