EUR €1.5 million first naval fleet mortgage over the vessels Audacia, Lorelay and Solitaire

Arias, Fábrega & Fábrega acted as Panamanian legal counsel to ABN AMOR Bank N.V. in connection with a EUR €325, million Revolving Credit Facility and EUR €500 million Uncommitted Bank Guarantee dated 19 October 2011, by:

  1. Allseas Holdings SA, as borrower,
  2. Societé d’Exploitation d'Audacia SA, Societé d’Exploitation du Lorelay SA, Societé d’Exploitation du Solitaire SA and the other companies listed in the Original Facility Agreement, as guarantors,
  3. the financial institutions listed in the Original Facility Agreement, as lenders,
  4. ABN AMRO Bank N.V., The Royal Bank of Scotland N.V., and ING Bank N.V., as bookrunning mandated lead arrangers, NIBC Bank N.V., as mandate lead arranger, and
  5. ABN AMRO Bank N.V., as facility agent and security agent, as amended and restated, respectively, pursuant to a certain first amendment and restatement agreement dated 26 September 2012 and a second amendment and restatement agreement dated 29 January 2015, and as further amended and restated pursuant to an amendment, restatement and accession agreement dated 13 July 2015, in order to inter alia increase the total amount of Commitments under the Revolving Facility, as defined in the Facility Agreement, in an amount of EUR €185 million and the accession of Cooperatieve Centrale Raiffeisen Boerenleenbaak B.V. as lender and hedge counterparty.

The Original Facility Agreement has been secured by, among other security, a first naval fleet mortgage dated 19 October 2011, granted by each of the Audacia Owner, the Lorelay Owner and the Solitaire Owner over each of their respective vessels of Panamanian registry "AUDACIA", "LORELAY" and "SOLITAIRE", in favour of the Agent, as amended by a first amendment to first fleet naval mortgage dated 28 January 2015, which Original Mortgage has been further amended pursuant to a second amendment to first fleet naval mortgage dated 13 July 2015 in order for the same to provide security also under the third amendment and Restatement.