bondtermsforaseniorunsec






EXECUTION VERSION             BOND TERMS  FOR  Euronav Luxembourg SA 6.25 % senior unsecured USD 200,000,000 bonds  2021/2026  ISIN NO0011091290                    





 






    2      Contents  Clause Page  1. INTERPRETATION ............................................................................................... 3  2. THE BONDS ......................................................................................................... 12  3. THE BONDHOLDERS ......................................................................................... 13  4. ADMISSION TO LISTING .................................................................................. 14  5. REGISTRATION OF THE BONDS ..................................................................... 14  6. CONDITIONS FOR DISBURSEMENT ............................................................... 14  7. REPRESENTATIONS AND WARRANTIES ..................................................... 16  8. PAYMENTS IN RESPECT OF THE BONDS ..................................................... 18  9. INTEREST ............................................................................................................. 20  10. REDEMPTION AND REPURCHASE OF BONDS ............................................ 21  11. PURCHASE AND TRANSFER OF BONDS ....................................................... 22  12. GUARANTEE AND INDEMNITY ...................................................................... 23  13. INFORMATION UNDERTAKINGS ................................................................... 23  14. GENERAL AND FINANCIAL UNDERTAKINGS ............................................ 25  15. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS ................ 28  16. BONDHOLDERS’ DECISIONS .......................................................................... 31  17. THE BOND TRUSTEE ......................................................................................... 36  18. AMENDMENTS AND WAIVERS ...................................................................... 40  19. MISCELLANEOUS .............................................................................................. 41  20. GOVERNING LAW AND JURISDICTION ........................................................ 43    ATTACHMENT 1 COMPLIANCE CERTIFICATE  ATTACHMENT 2 RELEASE NOTICE – ESCROW ACCOUNT       





 






    3      BOND TERMS between  ISSUER: Euronav Luxembourg SA, a limited liability company  (société anonyme) existing under the laws of Luxembourg with  registration number B 51212 and LEI-code  5493007W8CBMOPUMCE82;  PARENT: Euronav NV, a public limited liability company existing under  the laws of Belgium with registration number 0860.402.767; and  BOND TRUSTEE: Nordic Trustee AS, a company existing under the laws of  Norway with registration number 963 342 624 and LEI-code  549300XAKTM2BMKIPT85.  DATED: 10 September 2021  These Bond Terms shall remain in effect for so long as any Bonds remain outstanding.    1. INTERPRETATION  1.1 Definitions  The following terms will have the following meanings:  “Accounting Standard” means IFRS.  “Additional Bonds” means the debt instruments issued under a Tap Issue, including any  Temporary Bonds.  “Affiliate” means, in relation to any person:   (a) any person which is a Subsidiary of that person;   (b) any person who has Decisive Influence over that person (directly or indirectly); and  (c) any person which is a Subsidiary of an entity who has Decisive Influence over that  person (directly or indirectly).  “Annual Financial Statements” means the audited unconsolidated annual financial  statements of the Issuer and the audited consolidated annual financial statements of the Parent  for any financial year, written in English and prepared in accordance with the Accounting  Standard, such financial statements to include a profit and loss account, balance sheet, cash  flow statement and report of the board of directors.  “Attachment” means any schedule, appendix or other attachment to these Bond Terms.  





 






    4    “Bond Terms” means these terms and conditions, including all Attachments which form an  integrated part of these Bond Terms, in each case as amended and/or supplemented from time  to time.  “Bond Trustee” means the company designated as such in the preamble to these Bond Terms,  or any successor, acting for and on behalf of the Bondholders in accordance with these Bond  Terms.  “Bond Trustee Fee Agreement” means the agreement entered into between the Issuer and the  Bond Trustee relating, among other things, to the fees to be paid by the Issuer to the Bond  Trustee for the services provided by the Bond Trustee relating to the Bonds.  “Bondholder” means a person who is registered in the CSD as directly registered owner or  nominee holder of a Bond, subject however to Clause 3.3 (Bondholders’ rights).  “Bondholders’ Meeting” means a meeting of Bondholders as set out in Clause 16  (Bondholders’ Decisions).  “Bonds” means (i) the debt instruments issued by the Issuer pursuant to these Bond Terms,  including any Additional Bonds, and (ii) any overdue and unpaid principal which has been  issued under a separate ISIN in accordance with the regulations of the CSD from time to time.   "Book Equity" means the amount of the capital and reserves of the Parent determined on a  consolidated basis in accordance with IFRS and as shown in the Parent’s latest balance sheet.   "Book Equity Ratio" means the ratio of Book Equity to Total Assets.  “Business Day” means a day on which both the relevant CSD settlement system is open, and  the relevant currency of the Bonds settlement system is open.  “Business Day Convention” means that if the last day of any Interest Period originally falls  on a day that is not a Business Day, no adjustment will be made to the Interest Period.  “Call Option” has the meaning given to it in Clause 10.2 (Voluntary early redemption – Call  Option).  “Call Option Repayment Date” means the settlement date for the Call Option determined by  the Issuer pursuant to Clause 10.2 (Voluntary early redemption – Call Option), paragraph (d)  of Clause 10.3 or a date agreed upon between the Bond Trustee and the Issuer in connection  with such redemption of Bonds.  “Change of Control Event” means a person or group of persons acting in concert (other than  Saverco and Victrix) gaining Decisive Influence over the Parent.  “Compliance Certificate” means a statement substantially in the form as set out in Attachment  1 hereto.  "Consolidated Current Assets" means the amount of the current assets of the Parent  determined on a consolidated basis in accordance with IFRS and as shown in the Parent’s latest  





 






    5    balance sheet and including any amounts available under committed credit lines having  remaining maturities of more than 12 months.  "Consolidated Current Liabilities" means the amount of the current liabilities of the Parent  determined on a consolidated basis in accordance with IFRS and shown in the Parent’s latest  balance sheet.  "Consolidated Working Capital" means Consolidated Current Assets less Consolidated  Current Liabilities.   “CSD” means the central securities depository in which the Bonds are registered, being  Verdipapirsentralen ASA (VPS).  “Decisive Influence” means a person having, as a result of an agreement or through the  ownership of shares or interests in another person (directly or indirectly):  (a) a majority of the voting rights in that other person; or  (b) a right to elect or remove a majority of the members of the board of directors of that  other person.  “Default Notice” means a written notice to the Issuer as described in Clause 15.2 (Acceleration  of the Bonds).  “Default Repayment Date” means the settlement date set out by the Bond Trustee in a Default  Notice requesting early redemption of the Bonds.  “Escrow Account” means an account in the name of the Issuer, blocked and pledged on first  priority as security for the Issuer’s obligations under the Finance Documents.  “Escrow Account Pledge” means the pledge over the Escrow Account, where the bank  operating the account has waived any set-off rights.  “Event of Default” means any of the events or circumstances specified in Clause 15.1 (Events  of Default).  “Exchange” means:  (a) Oslo Børs; or  (b) any regulated market as such term is understood in accordance with the Markets in  Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No.  600/2014 on markets in financial instruments (MiFIR).  





 






    6    "Existing Bonds" means the 7.50% senior unsecured bonds due 31 May 2022 with ISIN  NO0010793888 with a total outstanding amount of USD 200,000,000 and issued by the  Issuer.     “Finance Documents” means these Bond Terms including the Guarantee, the Bond Trustee  Fee Agreement, any Transaction Security Document, any Security Agent Agreement and any  other document designated by the Issuer and the Bond Trustee as a Finance Document.  “Financial Indebtedness” means any indebtedness for or in respect of:  (a) moneys borrowed (and debit balances at banks or other financial institutions);   (b) any amount raised by acceptance under any acceptance credit facility or dematerialized  equivalent;  (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,  debentures, loan stock or any similar instrument, including the Bonds;  (d) the amount of any liability in respect of any lease or hire purchase contract which would,  in accordance with the Accounting Standard, be capitalized as an asset and booked as a  corresponding liability in the balance sheet;   (e) receivables sold or discounted (other than any receivables to the extent they are sold on  a non-recourse basis provided that the requirements for de-recognition under the  Accounting Standard are met);  (f) any derivative transaction entered into and, when calculating the value of any derivative  transaction, only the marked to market value (or, if any actual amount is due as a result  of the termination or close-out of that derivative transaction, that amount shall be taken  into account);  (g) any counter-indemnity obligation in respect of a guarantee, bond, standby or  documentary letter of credit or any other instrument issued by a bank or financial  institution in respect of an underlying liability of a person which is not a Group Company  which liability would fall within one of the other paragraphs of this definition;   (h) any amount raised by the issue of redeemable shares which are redeemable (other than  at the option of the Issuer) before the Maturity Date or are otherwise classified as  borrowings under the Accounting Standard;  (i) any amount of any liability under an advance or deferred purchase agreement, if (a) the  primary reason behind entering into the agreement is to raise finance or (b) the agreement  is in respect of the supply of assets or services and payment is due more than 120  calendar days after the date of supply;  (j) any amount raised under any other transaction (including any forward sale or purchase  agreement) having the commercial effect of a borrowing or otherwise being classified  as a borrowing under the Accounting Standard; and  





 






    7    (k) without double counting, the amount of any liability in respect of any guarantee for any  of the items referred to in paragraphs (a) to (j) above.  “Financial Reports” means the Annual Financial Statements and the Interim Accounts.  “First Call Date” means the Interest Payment Date falling 12 months prior to the Maturity  Date.  "Free Liquid Assets" means at any relevant time, the aggregate amount of cash and cash  equivalents of the Parent determined on a consolidated basis in accordance with IFRS and as  shown in the Parent’s latest balance sheet, but excluding any of those assets subject to a security  interest at any time and, “cash and cash equivalents” shall include any amounts available under  committed credit lines having remaining maturities of more than 6 months.  “GAAP” means generally accepted accounting practices and principles in the country in which  the Issuer is incorporated including, if applicable, IFRS.  “Group” means the Parent and its Subsidiaries from time to time, including the Issuer.  “Group Company” means any person which is a member of the Group.  “Guarantee” means the irrevocable Norwegian law corporate guarantee (Norwegian:  "Selvskyldnergaranti") from the Guarantor, pursuant to Clause 12.  “Guarantor” means the Parent.   “IFRS” means the International Financial Reporting Standards and guidelines and  interpretations issued by the International Accounting Standards Board (or any predecessor and  successor thereof) in force from time to time and to the extent applicable to the relevant  financial statement.  “Initial Bond Issue” means the amount to be issued on the Issue Date as set out in Clause 2.1  (Amount, denomination and ISIN of the Bonds).  “Initial Nominal Amount” means the Nominal Amount of each Bond on the Issue Date as set  out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).  “Insolvent” means that a person:  (a) is unable or admits inability to pay its debts as they fall due;  (b) suspends making payments on any of its debts generally; or  (c) is otherwise considered insolvent or bankrupt within the meaning of the relevant  bankruptcy legislation of the jurisdiction which can be regarded as its centre of main  interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency  proceedings (as amended from time to time).  “Interest Payment Date” means the last day of each Interest Period, the first Interest Payment  Date being 14 March 2022 and the last Interest Payment Date being the Maturity Date.  





 






    8    “Interest Period” means, subject to adjustment in accordance with the Business Day  Convention, the periods between 14 March and 14 September each year, provided however  that an Interest Period shall not extend beyond the Maturity Date.  “Interest Rate” means 6.25 percentage points per annum.  “Interim Accounts” means the unaudited unconsolidated and consolidated quarterly financial  statements of the Parent for the quarterly period ending on each 31 March, 30 June,  30 September and 31 December in each year, written in English and prepared in accordance  with the Accounting Standard.  “ISIN” means International Securities Identification Number.  “Issue Date” means 14 September 2021.  “Issuer” means the company designated as such in the preamble to these Bond Terms.  “Issuer’s Bonds” means any Bonds which are owned by any Obligor or any Affiliate of an  Obligor.  “Listing Failure Event” means:  (a) that the Bonds (save for any Temporary Bonds) have not been admitted to listing on an  Exchange within 9 months following the Issue Date, or  (b) any Additional Bonds have not been admitted to listing on an Exchange within 3 months  following the issue date for such Additional Bonds, or  (c) in the case of a successful admission to listing, that a period of 3 months has elapsed  since the Bonds ceased to be admitted to listing on an Exchange.  “Manager” means DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge,  Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ).  “Mandatory Redemption Event” means in the event that the conditions precedent set out in  Clause 6.1 (Conditions precedent for disbursement to the Issuer) have not been fulfilled within  30 November 2021.  “Mandatory Redemption Repayment Date” means the settlement date for the Mandatory  Redemption Event pursuant to Clause 10.5 (Mandatory early redemption due to a Mandatory  Redemption Event).  “Material Adverse Effect” means a material adverse effect on:  (a) the ability of the Parent or the Issuer to perform and comply with its obligations under  any of the Finance Documents; or  (b) the validity or enforceability of any of the Finance Documents.  





 






    9    “Maturity Date” means 14 September 2026 (5 years after the Issue Date), adjusted according  to the Business Day Convention.  “Maximum Issue Amount” means the maximum amount that may be issued under these Bond  Terms as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).  “Nominal Amount” means nominal value of each Bond at any time. The Nominal Amount  may be amended pursuant to paragraph (j) of Clause 17.2.  “Obligor” means the Issuer and any Guarantor.  “Outstanding Bonds” means any Bonds not redeemed or otherwise discharged.  “Overdue Amount” means any amount required to be paid by an Obligor under any of the  Finance Documents but not made available to the Bondholders on the relevant Payment Date  or otherwise not paid on its applicable due date.  “Parent” means Euronav NV, incorporated under the laws of Belgium with business  registration number 0860.402.767, being the direct 100% owner of the Issuer.  “Partial Payment” means a payment that is insufficient to discharge all amounts then due and  payable under the Finance Documents.  “Paying Agent” means DNB Bank ASA.  “Payment Date” means any Interest Payment Date or any Repayment Date.  “Put Option” has the meaning ascribed to such term in Clause 10.3 (Mandatory repurchase  due to a Put Option Event).  “Put Option Event” means a Change of Control Event.  “Put Option Repayment Date” means the settlement date for the Put Option pursuant to  Clause 10.3 (Mandatory repurchase due to a Put Option Event).  “Relevant Jurisdiction” means the country in which the Bonds are issued, being Norway.  “Relevant Record Date” means the date on which a Bondholder’s ownership of Bonds shall  be recorded in the CSD as follows:  (a) in relation to payments pursuant to these Bond Terms, the date designated as the  Relevant Record Date in accordance with the rules of the CSD from time to time; or  (b) for the purpose of casting a vote with regard to Clause 16 (Bondholders’ Decisions), the  date falling on the immediate preceding Business Day to the date of that Bondholders’  decision being made, or another date as accepted by the Bond Trustee.  “Repayment Date” means any Call Option Repayment Date, the Default Repayment Date,  any Put Option Repayment Date, the Tax Event Repayment Date, the Mandatory Redemption  Repayment Date or the Maturity Date.  





 






    10    "Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is  at de Gerlachekaai 20, B-2000 Antwerp, Belgium.  “Secured Parties” means the Security Agent and the Bond Trustee on behalf of itself and the  Bondholders.  “Securities Trading Act” means the Securities Trading Act of 2007 no.75 of the Relevant  Jurisdiction.  “Security” means a mortgage, charge, pledge, lien, security assignment or other security  interest securing any obligation of any person or any other agreement or arrangement having a  similar effect.  “Security Agent” means the Bond Trustee or any successor Security Agent, acting for and on  behalf of the Secured Parties in accordance with any Security Agent Agreement or any other  Finance Document.  “Security Agent Agreement” means any agreement other than these Bond Terms whereby the  Security Agent is appointed to act as such in the interest of the Bond Trustee (on behalf of itself  and the Bondholders).   “Subsidiary” means a company over which another company has Decisive Influence.  “Summons” means the call for a Bondholders’ Meeting or a Written Resolution as the case  may be.  “Tap Issue” has the meaning ascribed to such term in Clause 2.1 (Amount, denomination and  ISIN of the Bonds).  “Tap Issue Addendum” has the meaning ascribed to such term in Clause 2.1 (Amount,  denomination and ISIN of the Bonds).  “Tax Event Repayment Date” means the date set out in a notice from the Issuer to the  Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).  “Temporary Bonds” has the meaning ascribed to such term in Clause 2.1 (Amount,  denomination and ISIN of the Bonds).  “Total Assets” means the amount of the total assets of the Parent determined on a consolidated  basis in accordance with IFRS and as shown in the Parent’s latest balance sheet.  “Total Indebtedness” means the amount of long-term debt (including finance leases, bank  loans and other long-term debt) and short-term debt of the Parent determined on a consolidated  basis in accordance with IFRS and as shown in the Parent’s latest balance sheet.  “Transaction Security” means the Security created or expressed to be created in favour of the  Security Agent (on behalf of the Secured Parties) pursuant to the Transaction Security  Documents.  





 






    11    “Transaction Security Documents” means, collectively, the Escrow Account Pledge and all  of the documents which shall be executed or delivered pursuant to Clause 2.5 (Transaction  Security).  "Victrix" means Victrix NV, a company incorporated in Belgium whose registered office is at  Le Grellelei 20, 2600 Berchem, Belgium.  “Voting Bonds” means the Outstanding Bonds less the Issuer’s Bonds.  “Written Resolution” means a written (or electronic) solution for a decision making among  the Bondholders, as set out in Clause 16.5 (Written Resolutions).  1.2 Construction  In these Bond Terms, unless the context otherwise requires:  (a) headings are for ease of reference only;  (b) words denoting the singular number will include the plural and vice versa;  (c) references to Clauses are references to the Clauses of these Bond Terms;  (d) references to a time are references to Central European time unless otherwise stated;  (e) references to a provision of “law” is a reference to that provision as amended or re- enacted, and to any regulations made by the appropriate authority pursuant to such law;  (f) references to a “regulation” includes any regulation, rule, official directive, request or  guideline by any official body;  (g) references to a “person” means any individual, corporation, partnership, limited liability  company, joint venture, association, joint-stock company, unincorporated organization,  government, or any agency or political subdivision thereof or any other entity, whether  or not having a separate legal personality;  (h) references to Bonds being “redeemed” means that such Bonds are cancelled and  discharged in the CSD in a corresponding amount, and that any amounts so redeemed  may not be subsequently re-issued under these Bond Terms;   (i) references to Bonds being “purchased” or “repurchased” by the Issuer means that such  Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer’s purchase of  Bonds),  (j) references to persons “acting in concert” shall be interpreted pursuant to the relevant  provisions of the Securities Trading Act; and  (k) an Event of Default is “continuing” if it has not been remedied or waived.  





 






    12    2. THE BONDS  2.1 Amount, denomination and ISIN of the Bonds   (a) Issuer has resolved to issue a series of Bonds in the amount of up to USD 300,000,000  (the "Maximum Issue Amount"). The Bonds may be issued on different issue dates and  the Initial Bond Issue will be in the amount of USD 200,000,000. The Issuer may,  provided that the conditions set out in Clause 6.3 (Tap Issues) are met, at one or more  occasions issue Additional Bonds (each a “Tap Issue”) until the Nominal Amount of all  Additional Bonds equals in aggregate the Maximum Issue Amount less the Initial Bond  Issue. Each Tap Issue will be subject to identical terms as the Bonds issued pursuant to  the Initial Bond Issue in all respects as set out in these Bond Terms, except that  Additional Bonds may be issued at a different price than for the Initial Bond Issue and  which may be below or above the Nominal Amount. The Bond Trustee shall prepare an  addendum to these Bond Terms evidencing the terms of each Tap Issue (a “Tap Issue  Addendum”).   If the Bonds are listed on an Exchange and there is a requirement for a new prospectus  in order for the Additional Bonds to be listed together with the Bonds, the Additional  Bonds may be issued under a separate ISIN (such Bonds referred to as the “Temporary  Bonds”). Upon the approval of the prospectus, the Issuer shall (i) notify the Bond  Trustee, the Exchange and the Paying Agent and (ii) ensure that the Temporary Bonds  are converted into the ISIN for the Bonds.  (b) The Bonds are denominated in US Dollars (USD), being the legal currency of the United  States of America.  (c) The Initial Nominal Amount of each Bond is USD 50,000.  (d) The ISIN of the Bonds is set out on the front page. These Bond Terms apply with  identical terms and conditions to (i) all Bonds issued under this ISIN (ii) any Temporary  Bonds and (iii) any Overdue Amounts issued under one or more separate ISIN in  accordance with the regulations of the CSD from time to time.   (e) Holders of Overdue Amounts related to interest claims will not have any other rights  under these Bond Terms than their claim for payment of such interest claim which claim  shall be subject to paragraph (b) of Clause 16.1.  2.2 Tenor of the Bonds  The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date.  2.3 Use of proceeds  (a) The Issuer will use the net proceeds from the issuance of any Additional Bonds for:  (i) refinancing the Existing Bonds; and/or  (ii) general corporate purposes of the Group, including refinancing of other debt.   





 






    13    2.4 Status of the Bonds  The Bonds will constitute senior unsecured debt obligations of the Issuer (save for the Escrow  Account Pledge). The Bonds will rank pari passu between themselves and will rank at least  pari passu with all other obligations of the Issuer (save for such claims which are preferred by  bankruptcy, insolvency, liquidation or other similar laws of general application). The Bonds  shall rank ahead of subordinated debt.   2.5 Transaction Security  The Bonds will be secured by the Escrow Account Pledge (subject to Clause 6.1 (b)) and  otherwise be unsecured.  3. THE BONDHOLDERS  3.1 Bond Terms binding on all Bondholders  (a) By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the  Bondholders are bound by these Bond Terms and any other Finance Document, without  any further action required to be taken or formalities to be complied with by the Bond  Trustee, the Bondholders, the Issuer or any other party.   (b) The Bond Trustee is always acting with binding effect on behalf of all the Bondholders.   3.2 Limitation of rights of action  (a) No Bondholder is entitled to take any enforcement action, instigate any insolvency  procedures, or take other legal action against the Issuer or any other party in relation to  any of the liabilities of the Issuer or any other party under or in connection with the  Finance Documents, other than through the Bond Trustee and in accordance with these  Bond Terms, provided, however, that the Bondholders shall not be restricted from  exercising any of their individual rights derived from these Bond Terms, including the  right to exercise the Put Option.   (b) Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond  Trustee with any such documents, including a written power of attorney (in form and  substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the  purpose of exercising its rights and/or carrying out its duties under the Finance  Documents. The Bond Trustee is under no obligation to represent a Bondholder which  does not comply with such request.  3.3 Bondholders’ rights  (a) If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise  any rights under the Finance Documents, it must obtain proof of ownership of the Bonds,  acceptable to the Bond Trustee.  (b) A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction  to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one  or more powers of attorney to third parties to represent it in relation to some or all of the  Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only  have to examine the face of a power of attorney or similar evidence of authorisation that  has been provided to it pursuant to this Clause 3.3 (Bondholders’ rights) and may assume  





 






    14    that it is in full force and effect, unless otherwise is apparent from its face or the Bond  Trustee has actual knowledge to the contrary.   4. ADMISSION TO LISTING  The Issuer shall use its reasonable endeavours to ensure that the Bonds are listed on an  Exchange within 9 months of the Issue Date and thereafter remain listed on an Exchange until  the Bonds have been redeemed in full. The Issuer shall use its reasonable endeavours to ensure  that any Temporary Bonds are listed on an Exchange within 3 months of the issue date for such  Temporary Bonds.  5. REGISTRATION OF THE BONDS  5.1 Registration in the CSD  The Bonds shall be registered in dematerialised form in the CSD according to the relevant  securities registration legislation and the requirements of the CSD.   5.2 Obligation to ensure correct registration  The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and  shall immediately upon any amendment or variation of these Bond Terms give notice to the  CSD of any such amendment or variation.   5.3 Country of issuance  The Bonds have not been issued under any other country’s legislation than that of the Relevant  Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation  to register, or cause the registration of, the Bonds in any other registry or under any other  legislation than that of the Relevant Jurisdiction.  6. CONDITIONS FOR DISBURSEMENT   6.1 Conditions precedent for disbursement to the Issuer  (a) Payment of the net proceeds from the issuance of the Bonds to the Escrow Account shall  be conditional on the Bond Trustee having received in due time (as determined by the  Bond Trustee) prior to the Issue Date each of the following documents, in form and  substance satisfactory to the Bond Trustee:  (i) these Bond Terms duly executed by all parties hereto;  (ii) certified copies of all necessary corporate resolutions of the Issuer to issue the  Bonds and of each of the Issuer and the Parent to execute the Finance Documents  to which it is a party;  (iii) a certified copy of a power of attorney (unless included in the corporate  resolutions) from each of the Issuer and the Parent to relevant individuals for their  execution of the Finance Documents to which it is a party, or extracts from the  relevant register or similar documentation evidencing such individuals’  authorisation to execute such Finance Documents on behalf of the Issuer and/or  the Parent (as the case may be);  





 






    15    (iv) certified copies of each of the Parent's and the Issuer’s articles of association and  of a full extract from the relevant company register in respect of the Issuer  evidencing that the Issuer/Parent is validly existing;   (v) the Escrow Account Pledge duly executed by all parties thereto and perfected in  accordance with applicable law;  (vi) copies of the Parent’s latest Financial Reports;  (vii) confirmation that the applicable prospectus requirements (ref the EU prospectus  regulation ((EU) 2017/1129)) concerning the issuance of the Bonds have been  fulfilled;   (viii) confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for  the Bonds);  (ix) copies of any written documentation used in marketing the Bonds or made public  by the Parent, any Group Company or any Manager in connection with the  issuance of the Bonds;  (x) the Bond Trustee Fee Agreement duly executed by the parties thereto; and  (xi) legal opinions or other statements as may be required by the Bond Trustee  (including in respect of corporate matters relating to the Parent or the Issuer and  the legality, validity and enforceability of these Bond Terms and the Finance  Documents).  (b) The net proceeds from the issuance of the Bonds (on the Escrow Account) will not be  disbursed to the Issuer unless the Bond Trustee has received or is satisfied that it will  receive in due time (as determined by the Bond Trustee) prior to such disbursement to  the Issuer each of the following documents, in form and substance satisfactory to the  Bond Trustee:  (i) a duly executed release notice from the Issuer, as set out in Attachment 2;   (ii) evidence that the Put Option upon a Change of Control Event, as described herein,  to the extent necessary under Belgium law (as determined by the Bond Trustee)  has been approved by a duly convened general meeting of the Parent: and  (iii) legal opinions or other statements as may be required by the Bond Trustee,  including in respect of corporate matters relating to the Obligors and the legality,  validity and enforceability of the Finance Documents (unless delivered under  paragraph (a) as pre-settlement conditions precedent).  (c) The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.1  (Conditions precedent for disbursement to the Issuer), waive the requirements for  documentation or decide that delivery of certain documents shall be made subject to an  agreed closing procedure between the Bond Trustee and the Issuer.  





 






    16    6.2 Disbursement of the proceeds  Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond  Trustee’s confirmation to the Paying Agent that the conditions in Clause 6.1 (Conditions  precedent for disbursement to the Issuer) have been either satisfied in the Bond Trustee’s  discretion or waived by the Bond Trustee pursuant to paragraph (c) of Clause 6.1 above.   6.3 Tap Issues  The Issuer may issue Additional Bonds if:  (a) a Tap Issue Addendum is duly executed by all parties thereto; and  (b) the representations and warranties contained in Clause 7 (Representations and  Warranties) of these Bond Terms are true and correct in all material respects and  repeated by the Issuer as at the date of issuance of such Additional Bonds.  7. REPRESENTATIONS AND WARRANTIES  Each Obligor makes the representations and warranties set out in this Clause 7 (Representations  and warranties), in respect of itself and in respect of each Group Company to the Bond Trustee  (on behalf of the Bondholders) at the following times and with reference to the facts and  circumstances then existing:   (a) at the date of these Bond Terms;  (b) at the Issue Date;   (c) on each date of disbursement of proceeds from the Escrow Account; and   (d) at the date of issuance of any Additional Bonds.  7.1 Status  It is a limited liability company, duly incorporated and validly existing and registered under the  laws of its jurisdiction of incorporation, and has the power to own its assets and carry on its  business as it is being conducted.  7.2 Power and authority   It has the power to enter into, perform and deliver, and has taken all necessary action to authorise  its entry into, performance and delivery of, these Bond Terms and any other Finance Document  to which it is a party and the transactions contemplated by those Finance Documents.  7.3 Valid, binding and enforceable obligations  These Bond Terms and each other Finance Document to which it is a party constitutes (or will  constitute, when executed by the respective parties thereto) its legal, valid and binding  obligations, enforceable in accordance with their respective terms, and (save as provided for  therein) no further registration, filing, payment of tax or fees or other formalities are necessary  or desirable to render the said documents enforceable against it.  





 






    17    7.4 Non-conflict with other obligations  The entry into and performance by it of these Bond Terms and any other Finance Document to  which it is a party and the transactions contemplated thereby do not and will not conflict with  (i) any law or regulation or judicial or official order; (ii) its constitutional documents; or (iii)  any agreement or instrument which is binding upon it or any of its assets.  7.5 No Event of Default  (a) No Event of Default exists or is likely to result from the making of any drawdown under  these Bond Terms or the entry into, the performance of, or any transaction contemplated  by, any Finance Document.   (b) No other event or circumstance has occurred which constitutes (or with the expiry of any  grace period, the giving of notice, the making of any determination or any combination  of any of the foregoing, would constitute) a default or termination event (howsoever  described) under any other agreement or instrument which is binding on it or any of its  Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or  is likely to have a Material Adverse Effect.   7.6 Authorizations and consents  All authorisations, consents, approvals, resolutions, licenses, exemptions, filings, notarizations  or registrations required:  (a) to enable it to enter into, exercise its rights and comply with its obligations under these  Bond Terms or any other Finance Document to which it is a party; and   (b) to carry on its business as presently conducted and as contemplated by these Bond  Terms,   have been obtained or effected and are in full force and effect.   7.7 Litigation  No litigation, arbitration or administrative proceedings or investigations of or before any court,  arbitral body or agency which, if adversely determined, is likely to have a Material Adverse  Effect have (to the best of its knowledge and belief) been started or threatened against it or any  of its Subsidiaries.  7.8 Financial Reports  Its most recent Financial Reports fairly and accurately represent the assets and liabilities and  financial condition as at their respective dates, and have been prepared in accordance with the  Accounting Standard, consistently applied.   7.9 No Material Adverse Effect  Since the date of the most recent Financial Reports, there has been no change in its business,  assets or financial condition that is likely to have a Material Adverse Effect.  





 






    18    7.10 No misleading information  Any factual information provided by it to the Bondholders or the Bond Trustee for the purposes  of the issuance of the Bonds was true and accurate in all material respects as at the date it was  provided or as at the date (if any) at which it is stated.  7.11 No withholdings  The Issuer is not required to make any deduction or withholding from any payment which it  may become obliged to make to the Bond Trustee or the Bondholders under these Bond Terms.  7.12 Pari passu ranking  Its payment obligations under these Bond Terms or any other Finance Document to which it is  a party ranks as set out in Clause 2.4 (Status of the Bonds).  7.13 Security  No Security exists over any of the present assets of any Group Company in conflict with these  Bond Terms.  8. PAYMENTS IN RESPECT OF THE BONDS  8.1 Covenant to pay  (a) The Issuer will unconditionally make available to or to the order of the Bond Trustee  and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of  these Bond Terms at such times and to such accounts as specified by the Bond Trustee  and/or the Paying Agent in advance of each Payment Date or when other payments are  due and payable pursuant to these Bond Terms.  (b) All payments to the Bondholders in relation to the Bonds shall be made to each  Bondholder registered as such in the CSD at the Relevant Record Date, by, if no specific  order is made by the Bond Trustee, crediting the relevant amount to the bank account  nominated by such Bondholder in connection with its securities account in the CSD.   (c) Payment constituting good discharge of the Issuer’s payment obligations to the  Bondholders under these Bond Terms will be deemed to have been made to each  Bondholder once the amount has been credited to the bank holding the bank account  nominated by the Bondholder in connection with its securities account in the CSD. If the  paying bank and the receiving bank are the same, payment shall be deemed to have been  made once the amount has been credited to the bank account nominated by the  Bondholder in question.  (d) If a Payment Date or a date for other payments to the Bondholders pursuant to the  Finance Documents falls on a day on which either of the relevant CSD settlement system  or the relevant currency settlement system for the Bonds are not open, the payment shall  be made on the first following possible day on which both of the said systems are open,  unless any provision to the contrary has been set out for such payment in the relevant  Finance Document.  





 






    19    8.2 Default interest   (a) Default interest will accrue on any Overdue Amount from and including the Payment  Date on which it was first due to and excluding the date on which the payment is made  at the Interest Rate plus 3 percentage points per annum.  (b) Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 (Default  interest) will be added to the Overdue Amount on each Interest Payment Date until the  Overdue Amount and default interest accrued thereon have been repaid in full.  (c) Upon the occurrence of a Listing Failure Event and for as long as such Listing Failure  Event is continuing, the interest on any principal amount outstanding under these Bonds  Terms will accrue at the Interest Rate plus 1 percentage point per annum. In the event  the Listing Failure Event relates to Temporary Bonds, the Interest Rate will only be  increased in respect of such Temporary Bonds.   8.3 Partial Payments  (a) If the Paying Agent or the Bond Trustee receives a Partial Payment, such Partial Payment  shall, in respect of the Issuer’s debt under the Finance Documents be considered made  for discharge of the debt of the Issuer in the following order of priority:  (i) firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee  (and any Security Agent);  (ii) secondly, towards accrued interest due but unpaid; and  (iii) thirdly, towards any other outstanding amounts due but unpaid under the Finance  Documents.  (b) Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the  Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities  and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii)  secondly, towards accrued interest due but unpaid, in the following situations;  (i) the Bond Trustee has served a Default Notice in accordance with Clause  15.2 (Acceleration of the Bonds), or  (ii) as a result of a resolution according to Clause 16 (Bondholders’ decisions).  8.4 Taxation and tax gross up  (a) Each Obligor is responsible for withholding any withholding tax imposed by applicable  law on any payments to be made by it in relation to the Finance Documents.  (b) The Obligors shall, if any tax is withheld in respect of the Bonds under the Finance  Documents:  (i) gross up the amount of the payment due from it up to such amount which is  necessary to ensure that the Bondholders or the Bond Trustee, as the case may be,  receive a net amount which is (after making the required withholding) equal to the  





 






    20    payment which would have been received if no withholding had been required;  and  (ii) at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the  required tax deduction or withholding has been made.  (c) Any public fees levied on the trade of Bonds in the secondary market shall be paid by  the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not  be responsible for reimbursing any such fees.  8.5 Currency  (a) All amounts payable under the Finance Documents shall be payable in the denomination  of the Bonds set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds). If,  however, the denomination differs from the currency of the bank account connected to  the Bondholder’s account in the CSD, any cash settlement may be exchanged and  credited to this bank account.  (b) Any specific payment instructions, including foreign exchange bank account details, to  be connected to the Bondholder’s account in the CSD must be provided by the relevant  Bondholder to the Paying Agent (either directly or through its account manager in the  CSD) within 5 Business Days prior to a Payment Date. Depending on any currency  exchange settlement agreements between each Bondholder’s bank and the Paying Agent,  and opening hours of the receiving bank, cash settlement may be delayed, and payment  shall be deemed to have been made once the cash settlement has taken place, provided,  however, that no default interest or other penalty shall accrue for the account of the Issuer  for such delay.   8.6 Set-off and counterclaims  No Obligor may apply or perform any counterclaims or set-off against any payment obligations  pursuant to these Bond Terms or any other Finance Document.  9. INTEREST   9.1 Calculation of interest  (a) Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount  for each Interest Period, commencing on and including the first date of the Interest  Period, and ending on but excluding the last date of the Interest Period.   (b) Any Additional Bond will accrue interest at the Interest Rate on the Nominal Amount  commencing on the first date of the Interest Period in which the Additional Bonds are  issued and thereafter in accordance with Clause 9.1 (a) above.  (c) Interest shall be calculated on the basis of a 360-day year comprised of twelve months  of 30 days each (30/360-days basis), unless:   (i) the last day in the relevant Interest Period is the 31st calendar day but the first day  of that Interest Period is a day other than the 30th or the 31st day of a month, in  which case the month that includes that last day shall not be shortened to a 30– day month; or   





 






    21    (ii) the last day of the relevant Interest Period is the last calendar day in February, in  which case February shall not be lengthened to a 30-day month.  9.2 Payment of interest  Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest  Period and, with respect to accrued interest on the principal amount then due and payable, on  each Repayment Date.  10. REDEMPTION AND REPURCHASE OF BONDS  10.1 Redemption of Bonds   The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the  Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.  10.2 Voluntary early redemption - Call Option  (a) The Issuer may redeem all or part of the Outstanding Bonds (the “Call Option”) on any  Business Day from and including:   (i) the First Call Date to, but not including, the Interest Payment Date falling 6  months prior to the Maturity Date at a price equal to 101.250 per cent. of the  Nominal Amount for each redeemed Bond; and  (ii) the Interest Payment Date falling 6 months prior to the Maturity Date, but not  including, the Maturity Date at a price equal to 100.625 per cent. of the Nominal  Amount for each redeemed Bond.  (b) Any redemption of Bonds pursuant to Clause 10.2 (a) above shall be determined based  upon the redemption prices applicable on the Call Option Repayment Date.  (c) The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at  least 10 Business Days prior to the proposed Call Option Repayment Date. Such notice  sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.   (d) Any Call Option exercised in part will be used for pro rata payment to the Bondholders  in accordance with the applicable regulations of the CSD.  10.3 Mandatory repurchase due to a Put Option Event   (a) Upon the occurrence of a Put Option Event, each Bondholder will have the right (the  “Put Option”) to require that the Issuer purchases all or some of the Bonds held by that  Bondholder at a price equal to 101 per cent. of the Nominal Amount.  (b) The Put Option must be exercised within 15 Business Days after the Issuer has given  notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred  pursuant to Clause 13.3 (Put Option Event). Once notified, the Bondholders’ right to  exercise the Put Option is irrevocable.   (c) Each Bondholder may exercise its Put Option by written notice to its account manager  for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put  Option Repayment Date will be the 5th Business Day after the end of 15 Business Days  





 






    22    exercise period referred to in paragraph (b) above. However, the settlement of the Put  Option will be based on each Bondholders holding of Bonds at the Put Option  Repayment Date.  (d) If Bonds representing more than 90 per cent. of the Outstanding Bonds have been  repurchased pursuant to this Clause 10.3 (Mandatory repurchase due to a Put Option  Event), the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the  price stated in paragraph (a) above by notifying the remaining Bondholders of its  intention to do so no later than 10 Business Days after the Put Option Repayment Date.  Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment  Date.   10.4 Early redemption option due to a tax event  If the Issuer is or will be required to gross up any withheld tax imposed by law from any  payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4  (Taxation) as a result of a change in applicable law implemented after the date of these Bond  Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds  at a price equal to 100 per cent. of the Nominal Amount. The Issuer shall give written notice  of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior  to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 40  Business Days prior to the earliest date on which the Issuer would be obliged to withhold such  tax were a payment in respect of the Bonds then due.   10.5 Mandatory early redemption due to a Mandatory Redemption Event  Upon a Mandatory Redemption Event, the Issuer shall immediately redeem all of the  Outstanding Bonds at a price of 100 per cent. of the Nominal Amount plus accrued interest,  by inter alia applying the funds deposited on the Escrow Account for such redemption.   11. PURCHASE AND TRANSFER OF BONDS   11.1 Issuer’s purchase of Bonds  Any Group Company may purchase and hold Bonds and such Bonds may be retained, or sold  or cancelled in the Issuer’s sole discretion, including with respect to Bonds purchased pursuant  to Clause 10.3 (Mandatory repurchase due to a Put Option Event).  11.2 Restrictions  (a) Certain purchase or selling restrictions may apply to Bondholders under applicable local  laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be  responsible for ensuring compliance with such laws and regulations and each  Bondholder is responsible for ensuring compliance with the relevant laws and  regulations at its own cost and expense.  (b) A Bondholder who has purchased Bonds in breach of applicable restrictions may,  notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to  these Bond Terms (including, but not limited to, voting rights), provided that the Issuer  shall not incur any additional liability by complying with its obligations to such  Bondholder.  





 






    23    12. GUARANTEE AND INDEMNITY  12.1 Guarantee  The Guarantor hereby, irrevocably and unconditionally:     (a) guarantees to the Bond Trustee (on behalf of the Bondholders) as for its own debt and  not merely as surety (Norwegian: selvskyldnerkausjon), the due and punctual  performance by the Issuer of all its obligations under the Finance Documents and accepts  that the Bond Trustee may make a demand to the Guarantor for immediate payment of  any due and unpaid amount (interest, principal and/or other) under any Finance  Document; and  (b) undertakes with the Bond Trustee (on behalf of the Bondholders) that, whenever the  Issuer does not pay any amount when due under or in connection with any Finance  Document, the Guarantor shall, on the Bond Trustee`s first written demand and in no  event any later than 5 Business Days after the Guarantor`s receipt of such demand, pay  that amount to the Bond Trustee or as it directs as if it were the principal obligor in  respect of that amount.   12.2 Waiver  The Guarantor hereby waives:   (a) any requirement that the Bond Trustee or any of the Bondholders in case of any Event  of Default first have to make demand upon or seek to enforce remedies against the Issuer;   (b) any right to exercise a right of subrogation into the rights of the Bondholders under the  Bond Terms, without the prior written consent of the Bond Trustee until such time that  no amounts are outstanding under these Bond Terms and any other Finance Documents;   (c) any right to claim reimbursement from the Issuer and/or itself for payment made  hereunder until such time that no amounts are outstanding under these Bond Terms and  any other Finance Document; and   (d) any requirement that additional Security shall be provided or maintained.   12.3 Continuing Guarantee   The Guarantee is a continuing Guarantee and will extend to the ultimate balance of all sums  payable by the Issuer under the Finance Documents, regardless of any intermediate payment  or discharge in whole or in part.  13. INFORMATION UNDERTAKINGS  13.1 Financial Reports  The Parent shall prepare the Financial Reports in the English language and make them  available on its website (alternatively on another relevant information platform) as soon as  they become available, and not later than 120 days after the end of its financial year and not  later than 60 days after the end of the relevant interim period.  





 






    24    13.2 Requirements as to Financial Reports  (a) The Parent shall supply to the Bond Trustee, in connection with the publication of its  Financial Reports pursuant to Clause 13.1 (Financial Reports), a Compliance Certificate  with a copy of the Financial Reports attached thereto. The Compliance Certificate shall  be duly signed by the chief executive officer or the chief financial officer of the Parent,  certifying inter alia that the Financial Reports are fairly representing its financial  condition as at the date of the relevant Financial Report and setting out (in reasonable  detail) computations evidencing compliance with Clause 14.17 (Financial covenants) as  at such date.  (b) The Parent shall procure that the Financial Reports delivered pursuant to Clause 13.1  (Financial Reports) are prepared using the Accounting Standard consistently applied.  13.3 Put Option Event  The Parent shall promptly inform the Bond Trustee in writing after becoming aware that a Put  Option Event has occurred.  13.4 Sustainability Reporting  The Parent shall report the environmental, social and governance performance of the Group in  line with the applicable market standards of ESG reporting, which currently includes  greenhouse gas emissions, air quality, safety, business ethics and activity metrics on an annual  basis.  13.5 Listing Failure Event  The Parent shall promptly inform the Bond Trustee in writing if a Listing Failure Event has  occurred. However, no Event of Default shall occur if the Issuer fails (i) to list the Bonds in  accordance with Clause 4 (Admission to Listing) or (ii) to inform of such Listing Failure Event,  only default interest in accordance with paragraph (c) of Clause 8.2 will accrue as long as such  Listing Failure Event is continuing.   13.6 Information: Miscellaneous  Each Obligor shall:  (a) promptly inform the Bond Trustee in writing of any Event of Default or any event or  circumstance which it understands or could reasonably be expected to understand may  lead to an Event of Default and the steps, if any, being taken to remedy it;  (b) at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best  of its knowledge, having made due and appropriate enquiries);  (c) send the Bond Trustee copies of any statutory notifications of an Obligor, including but  not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share  capital or equity;   (d) if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to  the Exchange;  





 






    25    (e) if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating  of the Bonds, and any changes to such rating;   (f) inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and  (g) within a reasonable time, provide such information about the Issuer’s and the Group’s  business, assets and financial condition as the Bond Trustee may reasonably request.  14. GENERAL AND FINANCIAL UNDERTAKINGS  The Parent undertakes to (and shall, where applicable, procure that the other Group Companies  will) comply with the undertakings set forth in this Clause 14 (General and financial  Undertakings).  14.1 Authorisations  The Parent shall, and shall procure that each other Group Company will, in all material respects  obtain, maintain and comply with the terms of any authorisation, approval, license and consent  required for the conduct of its business as carried out at the date of these Bond Terms.  14.2 Compliance with laws  The Parent shall (and shall ensure that all Group Companies shall) carry on its business in  accordance with acknowledged, careful and sound practices in all material aspects and comply  in all material respects with all laws and regulations, including any sanction laws and  regulations, it or they may be subject to from time to time (including any environmental laws  and regulations).  14.3 Continuation of business  The Parent shall not, and shall procure that no Group Company will, cease to carry on the  general nature or scope of its business, if such cessation would have a Material Adverse Effect.  The Parent shall procure that no material change is made to the general nature or scope of the  business of the Group from that carried on at the date of the Bond Terms, or as contemplated  by the Bond Terms.  14.4 Corporate status  The Parent shall:     (i) not change its type of organization or jurisdiction of organization; and   (ii) ensure that no Group Company changes its type of organization or jurisdiction of  organization   if such change may have a Material Adverse Effect.  14.5 Mergers and de-mergers   The Parent shall not, and shall procure that no other Group Company will, carry out:   (i) any merger or other business combination or corporate reorganisation involving  the consolidation of assets and obligations of the Parent or any other Group  Company with any other person other than with a Group Company; or   





 






    26    (ii) any demerger or other corporate reorganisation having the same or equivalent  effect as a demerger involving the Parent and/or any Group Company;   if such merger, demerger, combination or reorganisation would have a Material Adverse  Effect.  14.6 Ownership Issuer  The Parent shall remain the sole owner of the Issuer.   14.7 Intra-group transactions  All transactions between any Group Companies shall be on commercial or otherwise customary  terms, and shall comply with all provisions of corporate law applicable to such transactions.   14.8 Subordination of Shareholder Loans  The Parent shall ensure that any existing and future loan provided by any direct or indirect  shareholder (having disclosed its shareholding under applicable law or regulation) of the Parent  (a "Shareholder Loan") to any Group Company shall be unsecured and fully subordinated to  the Bonds and the Guarantee provided by the Parent and otherwise be on arm's length terms.   14.9 Transactions with shareholders, directors and affiliated companies  The Parent shall ensure that all transactions between any Group Company and:   (i) any shareholder thereof not part of the Group (being a shareholder having  disclosed its shareholding under applicable law or regulation),   (ii) any director or senior member of management in any Group Company,   (iii) any company in which any Group Company holds more than 10 per cent of the  shares, or   (iv) any company, person or entity controlled by or affiliated with any of the  foregoing,   are entered into on commercial or otherwise customary terms. All such transactions shall  comply with all provisions of corporate law applicable to such transactions.  14.10 Disposals  The Parent shall not, and shall procure that no other Group Company will, sell, transfer or  otherwise dispose of all or substantially all of its assets (including shares or other securities in  any person) or operations (other than to a Group Company), unless such sale, transfer or  disposal is carried out in the ordinary course of business and would not have a Material  Adverse Effect.  14.11 Litigations  The Parent shall, promptly upon becoming aware of them, send the Bond Trustee such relevant  details of any:   





 






    27    (i) litigations, arbitrations or administrative proceedings which have been or might  be started by or against any Group Company and which, if decided adversely is  likely to have a Material Adverse Effect; and   (ii) other events which have occurred or might occur and which is likely to have a  Material Adverse Effect.  14.12 Distribution Restrictions  The Parent shall not:   (i) declare or make any dividend payment or distribution, whether in cash or kind,   (ii) repurchase any of its shares or undertake other similar transactions (including, but  not limited to total return swaps related to shares in the Parent), or   (iii) grant any loans or make other distributions or transactions constituting a transfer  of value to its shareholders,   (items (i) - (iii) collectively referred to as the "Distributions") unless the Parent on a  consolidated basis immediately after such Distributions maintain minimum Free Liquid Assets  of USD 100,000,000.  14.13 Subsidiaries and/or joint venture companies' distribution  The Parent shall not (and shall ensure that no Group Company shall) permit any Subsidiary or  a joint venture company to create or permit to exist any contractual obligation or encumbrance  (except to the extent required to comply with customary cash waterfall provisions, financial  covenants or other similar restrictions in financing agreements) restricting the right to    (i) pay dividends or make other distributions to its shareholders;  (ii) service any Financial Indebtedness to a Group Company;  (iii) make any loans to a Group Company; or  (iv) transfer any of its assets and/or properties to a Group Company;  if the creation of such contractual obligation or encumbrance is reasonably likely to prevent the  Issuer or the Parent from complying with its obligations under the Bond Terms or the Parent  Guarantee.  14.14 Duty of loyalty  Unless otherwise specified or implied herein, the Parent shall (and shall ensure that all Group  Companies shall) use its best endeavours (hereunder by voting rights in any capacity) to ensure  compliance with the general undertakings as described herein in any joint venture company.  14.15 Listing  The Parent shall ensure that its ordinary shares remain listed on the New York Stock Exchange  or another recognized stock exchange.  





 






    28    14.16 Sustainable Vessel Dismantling  The Parent shall ensure that any of the vessels controlled by the Group that is sold by it to an  intermediary with the intention of being scrapped, is recycled at a recycling yard which  conducts its recycling business in a socially and environmentally responsible manner in  accordance with the Hong Kong International Convention for the Safe and Environmentally  Sound Recycling of Ships 2009 and/or the EU Ship Recycling Regulations 2013.  14.17 Financial covenants  The Parent shall, on a consolidated basis in accordance with IFRS and as shown in the latest  balance sheet, comply with the following financial covenants during the term of the Bonds:   (a) Free Liquidity: Free Liquid Assets to be not less than the higher of (i) USD 50,000,000,  and (ii) 5% of Total Indebtedness;  (b) Equity Ratio: Book Equity Ratio to be greater than or equal to 30%; and  (c) Working Capital: Consolidated Working Capital shall be positive;  The Parent undertakes to comply with the above Financial Covenants at all times, such  compliance to be tested and reported in connection with the delivery of quarterly financial  reports.  All financial covenants shall be calculated on a consolidated basis for the Group in accordance  with all applicable laws and IFRS.  Should after the Issue Date the IFRS requirements materially change so as to impact the  Financial Covenants, the Issuer, the Parent and the Bond Trustee shall discuss the required  amendments to the Financial Covenants so as to reflect the aforementioned changes, however  always subject to the Bond Trustee's approval, or the Bondholders` Meeting`s approval if  deemed necessary by the Bond Trustee. Prior to any amendments having been approved by the  Bond Trustee or the Bondholders' Meeting (as the case may be) the original IFRS requirements,  without such changes as contemplated herein, shall be applicable under the Bond Agreement.  15. EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS  15.1 Events of Default  Each of the events or circumstances set out in this Clause 15.1 shall constitute an Event of  Default:  (a) Non-payment  An Obligor fails to pay any amount payable by it under the Finance Documents when  such amount is due for payment, unless:   (i) its failure to pay is caused by administrative or technical error in payment systems  or the CSD and payment is made within 5 Business Days following the original  due date; or  





 






    29    (ii) in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely  that such payment will be made in full within 5 Business Days following the  original due date.  (b) Breach of other obligations  An Obligor does not comply with any provision of the Finance Documents other than  set out under paragraph (a) (Non-payment) above, unless such failure is capable of being  remedied and is remedied within 20 Business Days after the earlier of the Issuer’s actual  knowledge thereof, or notice thereof is given to the Issuer by the Bond Trustee.  (c) Misrepresentation   Any representation, warranty or statement (including statements in Compliance  Certificates) made by any Obligor or Group Company under or in connection with any  Finance Documents is or proves to have been incorrect, inaccurate or misleading in any  material respect when made.  (d) Cross default  If for any Obligor:  (i) any Financial Indebtedness is not paid when due nor within any applicable grace  period; or  (ii) any Financial Indebtedness is declared to be or otherwise becomes due and  payable prior to its specified maturity as a result of an event of default (however  described); or  (iii) any commitment for any Financial Indebtedness is cancelled or suspended by a  creditor as a result of an event of default (however described), or  (iv) any creditor becomes entitled to declare any Financial Indebtedness due and  payable prior to its specified maturity as a result of an event of default (however  described),   provided however that the aggregate amount of such Financial Indebtedness or  commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above  exceeds a total of USD 15,000,000 (or the equivalent thereof in any other currency).  (e) Insolvency and insolvency proceedings  Any Obligor:   (i) is Insolvent; or  (ii) is object of any corporate action or any legal proceedings is taken in relation to:  (A) the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or reorganisation (by way of voluntary  





 






    30    arrangement, scheme of arrangement or otherwise) other than a solvent  liquidation or reorganization; or  (B) a composition, compromise, assignment or arrangement with any  creditor which may materially impair its ability to perform its   obligations under these Bond Terms; or  (C) the appointment of a liquidator (other than in respect of a solvent  liquidation), receiver, administrative receiver, administrator, compulsory  manager or other similar officer of any of its assets; or  (D) enforcement of any Security over any of its or their assets having an  aggregate value exceeding the threshold amount set out in paragraph 15.1  (d) (Cross default) above; or  (E) for (A) - (D) above, any analogous procedure or step is taken in any  jurisdiction in respect of any such company,   however this shall not apply to any petition which is frivolous or vexatious and  is discharged, stayed or dismissed within 20 Business Days of commencement.  (f) Creditor’s process  Any expropriation, attachment, sequestration, distress or execution affects any asset or assets  of any Obligor having an aggregate value exceeding the threshold amount set out in paragraph  (d) (Cross default) above and is not discharged within 20 Business Days.  (g) Unlawfulness   It is or becomes unlawful for an Obligor to perform or comply with any of its obligations under  the Finance Documents to the extent this may materially impair:  (i) the ability of such Obligor to perform its obligations under these Bond Terms; or   (ii) the ability of the Bond Trustee or any Security Agent to exercise any material right  or power vested to it under the Finance Documents.  15.2 Acceleration of the Bonds  If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion  in order to protect the interests of the Bondholders, or upon instruction received from the  Bondholders pursuant to Clause 15.3 (Bondholders’ instructions) below, by serving a Default  Notice:  (a) declare that the Outstanding Bonds, together with accrued interest and all other amounts  accrued or outstanding under the Finance Documents be immediately due and payable,  at which time they shall become immediately due and payable; and/or  





 






    31    (b) exercise (or direct the Security Agent to exercise) any or all of its rights, remedies,  powers or discretions under the Finance Documents or take such further measures as are  necessary to recover the amounts outstanding under the Finance Documents.   15.3 Bondholders’ instructions  The Bond Trustee shall serve a Default Notice pursuant to Clause 15.2 (Acceleration of the  Bonds) if:  (a) the Bond Trustee receives a demand in writing from Bondholders representing a simple  majority of the Voting Bonds, that an Event of Default shall be declared, and a  Bondholders’ Meeting has not made a resolution to the contrary; or   (b) the Bondholders’ Meeting, by a simple majority decision, has approved the declaration  of an Event of Default.  15.4 Calculation of claim  The claim derived from the Outstanding Bonds due for payment as a result of the serving of a  Default Notice will be calculated at the call prices set out in Clause 10.2 (Voluntary early  redemption – Call Option), as applicable at the following dates (and regardless of the Default  Repayment Date);  (a) for any Event of Default arising out of a breach of Clause 15.1 (Events of Default)  paragraph (a) (Non-payment), the claim will be calculated at the call price applicable at  the date when such Event of Default occurred; and   (b) for any other Event of Default, the claim will be calculated at the call price applicable at  the date when the Default Notice was served by the Bond Trustee.  However, if the situations described in (a) or (b) above takes place prior to the First Call Date,  the calculation shall be based on the call price applicable on the First Call Date.  16. BONDHOLDERS’ DECISIONS  16.1 Authority of the Bondholders’ Meeting   (a) A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these  Bond Terms, including, but not limited to, any reduction of principal or interest and any  conversion of the Bonds into other capital classes.   (b) The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment  shall be reduced unless there is a pro rata reduction of the principal that has not fallen  due, but may resolve that accrued interest (whether overdue or not) shall be reduced  without a corresponding reduction of principal.  (c) The Bondholders’ Meeting may not adopt resolutions which will give certain  Bondholders an unreasonable advantage at the expense of other Bondholders.   (d) Subject to the power of the Bond Trustee to take certain action as set out in Clause 17.1  (Power to represent the Bondholders), if a resolution by, or an approval of, the  





 






    32    Bondholders is required, such resolution may be passed at a Bondholders’ Meeting.  Resolutions passed at any Bondholders’ Meeting will be binding upon all Bondholders.  (e) At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting  for a quorum to be present.   (f) Resolutions will be passed by simple majority of the Voting Bonds represented at the  Bondholders’ Meeting, unless otherwise set out in paragraph (g) below.   (g) Save for any amendments or waivers which can be made without resolution pursuant to  Clause 18.1 (Procedure for amendments and waivers) paragraph (a), section (i) and (ii),  a majority of at least 2/3 of the Voting Bonds represented at the Bondholders’ Meeting  is required for approval of any waiver or amendment of these Bond Terms.  16.2 Procedure for arranging a Bondholders’ Meeting   (a) A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in  writing of:  (i) the Issuer;   (ii) Bondholders representing at least 1/10 of the Voting Bonds;   (iii) the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant  to the general rules and regulations of the Exchange; or  (iv) the Bond Trustee.  The request shall clearly state the matters to be discussed and resolved.   (b) If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days  after having received a valid request for calling a Bondholders’ Meeting pursuant to  paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself.  (c) Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior  to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all  Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the  Bonds are listed, the Issuer shall ensure that the Summons is published in accordance  with the applicable regulations of the Exchange. The Summons shall also be published  on the website of the Bond Trustee (alternatively by press release or other relevant  information platform).  (d) Any Summons for a Bondholders’ Meeting must clearly state the agenda for the  Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include  additional agenda items to those requested by the person calling for the Bondholders’  Meeting in the Summons. If the Summons contains proposed amendments to these Bond  Terms, a description of the proposed amendments must be set out in the Summons.  (e) Items which have not been included in the Summons may not be put to a vote at the  Bondholders’ Meeting.   





 






    33    (f) By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring  or dispose of Bonds during the period from the date of the Summons until the date of the  Bondholders’ Meeting, unless the acquisition of Bonds is made by the Issuer pursuant  to Clause 10 (Redemption and Repurchase of Bonds).  (g) A Bondholders’ Meeting may be held on premises selected by the Bond Trustee, or if  paragraph (b) above applies, by the person convening the Bondholders’ Meeting  (however to be held in the capital of the Relevant Jurisdiction). The Bondholders’  Meeting will be opened and, unless otherwise decided by the Bondholders’ Meeting,  chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders’  Meeting will be opened by a Bondholder and be chaired by a representative elected by  the Bondholders’ Meeting (the Bond Trustee or such other representative, the  “Chairperson”).   (h) Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the  Exchange, or any person or persons acting under a power of attorney for a Bondholder,  shall have the right to attend the Bondholders’ Meeting (each a “Representative”). The  Chairperson may grant access to the meeting to other persons not being Representatives,  unless the Bondholders’ Meeting decides otherwise. In addition, each Representative has  the right to be accompanied by an advisor. In case of dispute or doubt with regard to  whether a person is a Representative or entitled to vote, the Chairperson will decide who  may attend the Bondholders’ Meeting and exercise voting rights.  (i) Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The  Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any  person holding only Issuer’s Bonds (or any representative of such person) from  participating in the meeting at certain times, however, the Issuer’s representative and  any such other person shall have the right to be present during the voting.  (j) Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the  instruction of, the Chairperson. The minutes must state the number of Voting Bonds  represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the  results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes  shall be signed by the Chairperson and at least one other person. The minutes will be  deposited with the Bond Trustee who shall make available a copy to the Bondholders  and the Issuer upon request.  (k) The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are  notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are  published on the website of the Bond Trustee (or other relevant electronically platform  or press release).  (l) The Issuer shall bear the costs and expenses incurred in connection with convening a  Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting,  including any reasonable costs and fees incurred by the Bond Trustee.  





 






    34    16.3 Voting rules  (a) Each Bondholder (or person acting for a Bondholder under a power of attorney) may  cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 3.3  (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted  evidence of ownership of Voting Bonds.   (b) Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any  question concerning whether any Bonds will be considered Issuer’s Bonds.   (c) For the purposes of this Clause 16 (Bondholders’ decisions), a Bondholder that has a  Bond registered in the name of a nominee will, in accordance with Clause 3.3  (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee.  No vote may be cast by any nominee if the Bondholder has presented relevant evidence  to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights) stating that it is the  owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee  registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by  the nominee for the same Bonds.  (d) Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote  by ballot. In case of parity of votes, the Chairperson will have the deciding vote.   16.4 Repeated Bondholders’ Meeting  (a) Even if the necessary quorum set out in paragraph (e) of Clause 16.1 (Authority of the  Bondholders’ Meeting) is not achieved, the Bondholders’ Meeting shall be held and  voting completed for the purpose of recording the voting results in the minutes of the  Bondholders’ Meeting. The Bond Trustee or the person who convened the initial  Bondholders’ Meeting may, within 10 Business Days of that Bondholders’ Meeting,  convene a repeated meeting with the same agenda as the first meeting.   (b) The provisions and procedures regarding Bondholders’ Meetings as set out in Clause  16.1 (Authority of the Bondholders’ Meeting), Clause 16.2 (Procedure for arranging a  Bondholders’ Meeting) and Clause 16.3 (Voting rules) shall apply mutatis mutandis to a  repeated Bondholders’ Meeting, with the exception that the quorum requirements set out  in paragraph (e) of Clause 16.1 (Authority of the Bondholders’ Meeting) shall not apply  to a repeated Bondholders’ Meeting. A Summons for a repeated Bondholders’ Meeting  shall also contain the voting results obtained in the initial Bondholders’ Meeting.  (c) A repeated Bondholders’ Meeting may only be convened once for each original  Bondholders’ Meeting. A repeated Bondholders’ Meeting may be convened pursuant to  the procedures of a Written Resolution in accordance with Clause 16.5 (Written  Resolutions), even if the initial meeting was held pursuant to the procedures of a  Bondholders’ Meeting in accordance with Clause 16.2 (Procedure for arranging a  Bondholders’ Meeting) and vice versa.   16.5 Written Resolutions  (a) Subject to these Bond Terms, anything which may be resolved by the Bondholders in a  Bondholders’ Meeting pursuant to Clause 16.1 (Authority of the Bondholders’ Meeting)  may also be resolved by way of a Written Resolution. A Written Resolution passed with  





 






    35    the relevant majority is as valid as if it had been passed by the Bondholders in a  Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’  Meeting shall be construed accordingly.  (b) The person requesting a Bondholders’ Meeting may instead request that the relevant  matters are to be resolved by Written Resolution only, unless the Bond Trustee decides  otherwise.  (c) The Summons for the Written Resolution shall be sent to the Bondholders registered in  the CSD at the time the Summons is sent from the CSD and published at the Bond  Trustee’s web site, or other relevant electronic platform or via press release.   (d) The provisions set out in Clause 16.1 (Authority of the Bondholders’ Meeting), 16.2  (Procedure for arranging a Bondholders’ Meeting), Clause 16.3 (Voting Rules) and  Clause 16.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written  Resolution, except that:   (i) the provisions set out in paragraphs (g), (h) and (i) of Clause 16.2 (Procedure for  arranging Bondholders Meetings); or  (ii) provisions which are otherwise in conflict with the requirements of this Clause  16.5 (Written Resolution),   shall not apply to a Written Resolution.   (e) The Summons for a Written Resolution shall include:  (i) instructions as to how to vote to each separate item in the Summons (including  instructions as to how voting can be done electronically if relevant); and  (ii) the time limit within which the Bond Trustee must have received all votes  necessary in order for the Written Resolution to be passed with the requisite  majority (the “Voting Period”), which shall be at least 10 Business Days but not  more than 15 Business Days from the date of the Summons.  (f) Only Bondholders of Voting Bonds registered with the CSD on the Relevant Record  Date, or the beneficial owner thereof having presented relevant evidence to the Bond  Trustee pursuant to Clause 3.3 (Bondholders’ rights), will be counted in the Written  Resolution.   (g) A Written Resolution is passed when the requisite majority set out in paragraph (e) or  paragraph (f) of Clause 16.1 (Authority of Bondholders’ Meeting) has been obtained,  based on a quorum of the total number of Voting Bonds, even if the Voting Period has  not yet expired. A Written Resolution will also be resolved if the sufficient numbers of  negative votes are received prior to the expiry of the Voting Period.  (h) The effective date of a Written Resolution passed prior to the expiry of the Voting Period  is the date when the resolution is approved by the last Bondholder that results in the  necessary voting majority being obtained.   





 






    36    (i) If no resolution is passed prior to the expiry of the Voting Period, the number of votes  shall be calculated at the close of business on the last day of the Voting Period, and a  decision will be made based on the quorum and majority requirements set out in  paragraphs (e) to (g) of Clause 16.1(Authority of Bondholders’ Meeting).  17. THE BOND TRUSTEE  17.1 Power to represent the Bondholders  (a) The Bond Trustee has power and authority to act on behalf of, and/or represent, the  Bondholders in all matters, including but not limited to taking any legal or other action,  including enforcement of these Bond Terms, and the commencement of bankruptcy or  other insolvency proceedings against the Issuer, or others.   (b) The Issuer shall promptly upon request provide the Bond Trustee with any such  documents, information and other assistance (in form and substance satisfactory to the  Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its  and the Bondholders’ rights and/or carrying out its duties under the Finance Documents.   17.2 The duties and authority of the Bond Trustee   (a) The Bond Trustee shall represent the Bondholders in accordance with the Finance  Documents, including, inter alia, by following up on the delivery of any Compliance  Certificates and such other documents which the Issuer is obliged to disclose or deliver  to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation  to accelerating and enforcing the Bonds on behalf of the Bondholders.  (b) The Bond Trustee is not obligated to assess or monitor the financial condition of the  Issuer or any other Obligor unless to the extent expressly set out in these Bond Terms,  or to take any steps to ascertain whether any Event of Default has occurred. Until it has  actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event  of Default has occurred. The Bond Trustee is not responsible for the valid execution or  enforceability of the Finance Documents, or for any discrepancy between the indicative  terms and conditions described in any marketing material presented to the Bondholders  prior to issuance of the Bonds and the provisions of these Bond Terms.   (c) The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers  necessary or advisable to protect the rights of the Bondholders in all matters pursuant to  the terms of the Finance Documents. The Bond Trustee may submit any instructions  received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee  takes any action pursuant to the instruction.  (d) The Bond Trustee is entitled to engage external experts when carrying out its duties  under the Finance Documents.   (e) The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on  separated accounts.   (f) The Bond Trustee will ensure that resolutions passed at the Bondholders’ Meeting are  properly implemented, provided, however, that the Bond Trustee may refuse to  





 






    37    implement resolutions that may be in conflict with these Bond Terms, any other Finance  Document, or any applicable law.   (g) Notwithstanding any other provision of the Finance Documents to the contrary, the Bond  Trustee is not obliged to do or omit to do anything if it would or might in its reasonable  opinion constitute a breach of any law or regulation.  (h) If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees  payable to the Bond Trustee itself) in:   (i) complying with instructions of the Bondholders; or   (ii) taking any action at its own initiative,   will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the  relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 17.4 (Expenses,  liability and indemnity), the Bond Trustee may refrain from acting in accordance with  such instructions, or refrain from taking such action, until it has received such funding  or indemnities (or adequate security has been provided therefore) as it may reasonably  require.  (i) The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its  obligations under the Finance Documents by reason of the non-payment by the Issuer of  any fee or indemnity due to the Bond Trustee under the Finance Documents.   (j) The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal value in  order to facilitate partial redemptions, write-downs or restructurings of the Bonds or in  other situations where such split is deemed necessary.  17.3 Equality and conflicts of interest  (a) The Bond Trustee shall not make decisions which will give certain Bondholders an  unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall,  when acting pursuant to the Finance Documents, act with regard only to the interests of  the Bondholders and shall not be required to have regard to the interests or to act upon  or comply with any direction or request of any other person, other than as explicitly  stated in the Finance Documents.  (b) The Bond Trustee may act as agent, trustee, representative and/or security agent for  several bond issues relating to the Issuer notwithstanding potential conflicts of interest.  The Bond Trustee is entitled to delegate its duties to other professional parties.   17.4 Expenses, liability and indemnity  (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by  any action taken or omitted by it under or in connection with any Finance Document,  unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee  shall not be responsible for any indirect or consequential loss. Irrespective of the  foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused  by the Bond Trustee acting in accordance with instructions given by the Bondholders in  accordance with these Bond Terms.  





 






    38    (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action  taken or omitted by it under or in connection with any Finance Document, unless caused  by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible  for any indirect or consequential loss.   (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the  Outstanding Bonds. The Bond Trustee is not liable for the content of information  provided to the Bondholders by or on behalf of the Issuer or any other person.  (d) The Bond Trustee shall not be considered to have acted negligently in:  (i) acting in accordance with advice from or opinions of reputable external experts;  or   (ii) taking, delaying or omitting any action if acting with reasonable care and provided  the Bond Trustee considers that such action is in the interests of the Bondholders.  (e) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses,  expenses and liabilities incurred by the Bond Trustee as a result of negligence by the  Issuer (including its directors, management, officers, employees and agents) in  connection with the performance of the Bond Trustee’s obligations under the Finance  Documents, including losses incurred by the Bond Trustee as a result of the Bond  Trustee’s actions based on misrepresentations made by the Issuer in connection with the  issuance of the Bonds, the entering into or performance under the Finance Documents,  and for as long as any amounts are outstanding under or pursuant to the Finance  Documents.   (f) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection  with it fulfilling its obligations under the Finance Documents. The Bond Trustee is  entitled to fees for its work and to be indemnified for costs, losses and liabilities on the  terms set out in the Finance Documents. The Bond Trustee’s obligations under the  Finance Documents are conditioned upon the due payment of such fees and  indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee  Fee Agreement.  (g) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external  experts engaged after the occurrence of an Event of Default, or for the purpose of  investigating or considering (i) an event or circumstance which the Bond Trustee  reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the  Issuer or any of the Finance Documents which the Bond Trustee reasonably believes  may constitute or lead to a breach of any of the Finance Documents or otherwise be  detrimental to the interests of the Bondholders under the Finance Documents.  (h) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any  other way due to an Event of Default, the Issuer being Insolvent or similar circumstances  pertaining to any Obligors, may be covered by making an equal reduction in the proceeds  to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee  or the Security Agent in connection therewith. The Bond Trustee may withhold funds  from any escrow account (or similar arrangement) or from other funds received from the  





 






    39    Issuer or any other person, irrespective of such funds being subject to Transaction  Security, and to set-off and cover any such costs and expenses from those funds.   (i) As a condition to effecting any instruction from the Bondholders (including, but not  limited to, instructions set out in Clause 15.3 (Bondholders’ instructions) or Clause 16.2  (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require  satisfactory Security, guarantees and/or indemnities for any possible liability and  anticipated costs and expenses from those Bondholders who have given that instruction  and/or who voted in favour of the decision to instruct the Bond Trustee.  17.5 Replacement of the Bond Trustee   (a) The Bond Trustee may be replaced by a majority of 2/3 of Voting Bonds in accordance  with the procedures set out in Clause 16 (Bondholders’ Decisions), and the Bondholders  may resolve to replace the Bond Trustee without the Issuer’s approval.  (b) The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in  which case a successor Bond Trustee shall be elected pursuant to this Clause 17.5  (Replacement of the Bond Trustee), initiated by the retiring Bond Trustee.   (c) If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its  obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned  and a successor Bond Trustee shall be appointed in accordance with this Clause 17.5  (Replacement of the Bond Trustee). The Issuer may appoint a temporary Bond Trustee  until a new Bond Trustee is elected in accordance with paragraph (a) above.   (d) The change of Bond Trustee shall only take effect upon execution of all necessary  actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee  undertakes to co-operate in all reasonable manners without delay to such effect. The  retiring Bond Trustee shall be discharged from any further obligation in respect of the  Finance Documents from the change takes effect, but shall remain liable under the  Finance Documents in respect of any action which it took or failed to take whilst acting  as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any  unpaid fees or expenses under the Finance Documents before the change has taken place.  (e) Upon change of Bond Trustee, the Issuer shall co-operate in all reasonable manners  without delay to replace the retiring Bond Trustee with the successor Bond Trustee and  release the retiring Bond Trustee from any future obligations under the Finance  Documents and any other documents.   17.6 Security Agent  (a) The Bond Trustee is appointed to act as Security Agent for the Bonds, unless any other  person is appointed. The main functions of the Security Agent may include holding  Transaction Security on behalf of the Secured Parties and monitoring compliance by the  Issuer and other relevant parties of their respective obligations under the Transaction  Security Documents with respect to the Transaction Security on the basis of information  made available to it pursuant to the Finance Documents.   





 






    40    (b) The Bond Trustee shall, when acting as Security Agent for the Bonds, at all times  maintain and keep all certificates and other documents received by it, that are bearers of  right relating to the Transaction Security in safe custody on behalf of the Bondholders.  The Bond Trustee shall not be responsible for or required to insure against any loss  incurred in connection with such safe custody.  (c) Before the appointment of a Security Agent other than the Bond Trustee, the Issuer shall  be given the opportunity to state its views on the proposed Security Agent, but the final  decision as to appointment shall lie exclusively with the Bond Trustee.  (d) The functions, rights and obligations of the Security Agent may be determined by a  Security Agent Agreement to be entered into between the Bond Trustee and the Security  Agent, which the Bond Trustee shall have the right to require each Obligor and any other  party to a Finance Document to sign as a party, or, at the discretion of the Bond Trustee,  to acknowledge. The Bond Trustee shall at all times retain the right to instruct the  Security Agent in all matters, whether or not a separate Security Agent Agreement has  been entered into.   (e) The provisions set out in Clause 17.4 (Expenses, liability and indemnity) shall apply  mutatis mutandis to any expenses and liabilities of the Security Agent in connection with  the Finance Documents.  18. AMENDMENTS AND WAIVERS   18.1 Procedure for amendments and waivers  (a) The Parent, the Issuer and the Bond Trustee (acting on behalf of the Bondholders) may  agree to amend the Finance Documents or waive a past default or anticipated failure to  comply with any provision in a Finance Document, provided that:  (i) such amendment or waiver is not detrimental to the rights and benefits of the  Bondholders in any material respect, or is made solely for the purpose of rectifying  obvious errors and mistakes;  (ii) such amendment or waiver is required by applicable law, a court ruling or a  decision by a relevant authority; or  (iii) such amendment or waiver has been duly approved by the Bondholders in  accordance with Clause 16 (Bondholders’ Decisions).  (b) Any changes to these Bond Terms necessary or appropriate in connection with the  appointment of a Security Agent other than the Bond Trustee shall be documented in an  amendment to these Bond Terms, signed by the Bond Trustee (in its discretion). If so  desired by the Bond Trustee, any or all of the Transaction Security Documents shall be  amended, assigned or re-issued, so that the Security Agent is the holder of the relevant  Security (on behalf of the Bondholders). The costs incurred in connection with such  amendment, assignment or re-issue shall be for the account of the Issuer.  





 






    41    18.2 Authority with respect to documentation  If the Bondholders have resolved the substance of an amendment to any Finance Document,  without resolving on the specific or final form of such amendment, the Bond Trustee shall be  considered authorised to draft, approve and/or finalise (as applicable) any required  documentation or any outstanding matters in such documentation without any further approvals  or involvement from the Bondholders being required.  18.3 Notification of amendments or waivers   (a) The Bond Trustee shall as soon as possible notify the Bondholders of any amendments  or waivers made in accordance with this Clause 18 (Amendments and waivers), setting  out the date from which the amendment or waiver will be effective, unless such notice  according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure  that any amendment to these Bond Terms is duly registered with the CSD.   (b) Prior to agreeing to an amendment or granting a waiver in accordance with  Clause 18.1(a)(i) (Procedure for amendments and waivers), the Bond Trustee may  inform the Bondholders of such waiver or amendment at a relevant information platform.   19. MISCELLANEOUS   19.1 Limitation of claims  All claims under the Finance Documents for payment, including interest and principal, will be  subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction.  19.2 Access to information  (a) These Bond Terms will be made available to the public and copies may be obtained from  the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to  distribute any other information to the Bondholders or any other person, and the  Bondholders have no right to obtain information from the Bond Trustee, other than as  explicitly stated in these Bond Terms or pursuant to statutory provisions of law.  (b) In order to carry out its functions and obligations under these Bond Terms, the Bond  Trustee will have access to the relevant information regarding ownership of the Bonds,  as recorded and regulated with the CSD.  (c) The information referred to in paragraph (b) above may only be used for the purposes of  carrying out their duties and exercising their rights in accordance with the Finance  Documents and shall not disclose such information to any Bondholder or third party  unless necessary for such purposes.  19.3 Notices, contact information  Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders  via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such  notice or communication will be deemed to be given or made via the CSD, when sent from the  CSD.  





 






    42    (a) The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via  the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange  (if the Bonds are listed).  (b) Notwithstanding paragraph (a) above and provided that such written notification does  not require the Bondholders to take any action under the Finance Documents, the Issuer’s  written notifications to the Bondholders may be published by the Bond Trustee on a  relevant information platform only.   (c) Unless otherwise specifically provided, all notices or other communications under or in  connection with these Bond Terms between the Bond Trustee and the Issuer will be  given or made in writing, by letter, e-mail or fax. Any such notice or communication  will be deemed to be given or made as follows:  (i) if by letter, when delivered at the address of the relevant party;  (ii) if by e-mail, when received;  (iii) if by fax, when received; and  (iv) if by publication on a relevant information platform, when published.  (d) The Issuer and the Bond Trustee shall each ensure that the other party is kept informed  of changes in postal address, e-mail address, telephone and fax numbers and contact  persons.  (e) When determining deadlines set out in these Bond Terms, the following will apply  (unless otherwise stated):  (i) if the deadline is set out in days, the first day of the relevant period will not be  included and the last day of the relevant period will be included;   (ii) if the deadline is set out in weeks, months or years, the deadline will end on the  day in the last week or the last month which, according to its name or number,  corresponds to the first day the deadline is in force. If such day is not a part of an  actual month, the deadline will be the last day of such month; and  (iii) if a deadline ends on a day which is not a Business Day, the deadline is postponed  to the next Business Day.   19.4 Defeasance  (a) Subject to paragraph (b) below and provided that:  (i) an amount sufficient for the payment of principal and interest on the Outstanding  Bonds to the relevant Repayment Date (including, to the extent applicable, any  premium payable upon exercise of a Call Option), and always subject to paragraph  (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a  financial institution acceptable to the Bond Trustee (the “Defeasance Account”);   





 






    43    (ii) the Defeasance Account is irrevocably pledged and blocked in favour of the Bond  Trustee on such terms as the Bond Trustee shall request (the “Defeasance  Pledge”); and  (iii) the Bond Trustee has received such legal opinions and statements reasonably  required by it, including (but not necessarily limited to) with respect to the validity  and enforceability of the Defeasance Pledge,  then;  (A) the Issuer will be relieved from its obligations under paragraph (a) of Clause  13.2 (Requirements as to Financial Reports), Clause 13.3 (Put Option  Event), Clause 13.6 (Information: Miscellaneous) and Clause 14 (General  and financial undertakings);   (B) any Transaction Security shall be released and the Defeasance Pledge shall  be considered replacement of the Transaction Security; and  (C) any Obligor shall be released from any Guarantee or other obligation  applicable to it under any Finance Document.  (b) The Bond Trustee shall be authorised to apply any amount credited to the Defeasance  Account towards any amount payable by the Issuer under any Finance Document on the  due date for the relevant payment until all obligations of the Issuer and all amounts  outstanding under the Finance Documents are repaid and discharged in full.  (c) The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively  determined, decide the amount to be deposited to the Defeasance Account in its  discretion, applying such buffer amount as it deems necessary.  A defeasance established according to this Clause 19.4 may not be reversed.  20. GOVERNING LAW AND JURISDICTION  20.1 Governing law  These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its  conflict of law provisions.  20.2 Main jurisdiction   The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders  that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect  to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the  benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising  out of or in connection with these Bond Terms against the Issuer or any of its assets may be  brought in such court.  20.3 Alternative jurisdiction   Clause 20 (Governing law and jurisdiction) is for the exclusive benefit of the Bond Trustee  and the Bondholders and the Bond Trustee have the right:  





 






    44    (a) to commence proceedings against the Issuer or any other Obligor or any of their  respective assets in any court in any jurisdiction; and  (b) to commence such proceedings, including enforcement proceedings, in any competent  jurisdiction concurrently.    -----000-----    These Bond Terms have been executed in two originals, of which the Issuer and the Bond  Trustee shall retain one each.     





 






 





 






    45                    SIGNATURES:    The Issuer:  Euronav Luxembourg S.A.     .................................................  By:   Position:   The Bond Trustee:  Nordic Trustee ASA    .................................................  By: Vivian Trøsch  Position: Authorised signatory    The Parent and Guarantor:  Euronav NV     .................................................  By:   Position:   





 






    46    ATTACHMENT 1  COMPLIANCE CERTIFICATE                 [date]  Euronav Luxembourg S.A. 6.25% senior unsecured USD 200,000,000 bonds  2021/2026 ISIN NO0011091290  We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond  Trustee on behalf of the Bondholders and the undersigned as Issuer. Pursuant to Clause 13.2  (Requirements as to Financial Reports) of the Bond Terms a Compliance Certificate shall be issued in  connection with each delivery of Financial Reports to the Bond Trustee.  This letter constitutes the Compliance Certificate for the period [●].  Capitalised terms used herein will have the same meaning as in the Bond Terms.  With reference to Clause 13.2 (Requirements as to Financial Reports) we hereby certify that all  information delivered under cover of this Compliance Certificate is true and accurate. Copies of our  latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed.  The financial covenants set out in Clause 14.17 (Financial covenants) are met, please see the  calculations and figures in respect of the ratios attached hereto.   We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur.    Yours faithfully,  Euronav NV  ___________________  Name of authorised person  Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation]  





 






    47    ATTACHMENT 2  RELEASE NOTICE – ESCROW ACCOUNT             [date]  Dear Sirs,    Euronav Luxembourg S.A. 6.25% senior unsecured USD 200,000,000 bonds  2021/2026 ISIN NO0011091290    We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond  Trustee on behalf of the Bondholders and the undersigned as Issuer.  Capitalised terms used herein will have the same meaning as in the Bond Terms.  We hereby give you notice that we on [date] wish to draw an amount of [currency and amount] from the  Escrow Account applied pursuant to the purpose set out in the Bond Terms, and request you to instruct  the bank to release the above mentioned amount.  We hereby represent and warrant that (i) no Event of Default has occurred and is continuing or is likely  to occur as a result of the release from the Escrow Account, and (ii) we repeat the representations and  warranties set out in the Bond Terms as being still true and accurate in all material respects at the date  hereof.    Yours faithfully,  Euronav NV  ___________________  Name of authorized person  Enclosure: [copy of any written documentation evidencing the use of funds]