Exhibit 10.1


Date 14 March 2008


	
  

 	
  

 	
  

 
	
 GAS-ONE LTD.

 
	
 as Borrower

 
	
  

 
	
 - and -

 
	
  

 
	
 THE BANKS AND FINANCIAL INSTITUTIONS

 
	
 listed in Schedule 1

 
	
 as Lenders

 
	
  

 
	
 - and -

 
	
  

 
	
 DANISH SHIP FINANCE A/S (DANMARKS
 SKIBSKREDIT A/S)

 
	
 as Agent

 
	
 and as Security Trustee

 
	
  

 
	
  

 	 

 	
  

 
	
  

 
	
  

 	
 LOAN AGREEMENT

 	
  

 
	
  

 
	
  

 	 

 	
  

 
	
  

 
	
 relating to a facility of up to US$174,033,000

 
	
 to finance the 154,800 cubic meter Liquefied Natural Gas Carrier

 
	
 under construction at

 
	
 Samsung Heavy Industries Co., Ltd. having Hull No. 1641

 
	
  

 
	
 WATSON, FARLEY & WILLIAMS

 
	
 Piraeus

 













	
  

 	
  

 	
  

 
	
 INDEX

 
	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 1

 	
 INTERPRETATION

 	
 1

 
	
  

 
	
 2

 	
 FACILITY

 	
 13

 
	
  

 
	
 3

 	
 POSITION OF
 THE LENDERS

 	
 13

 
	
  

 
	
 4

 	
 DRAWDOWN

 	
 13

 
	
  

 
	
 5

 	
 INTEREST

 	
 14

 
	
  

 
	
 6

 	
 INTEREST
 PERIODS

 	
 16

 
	
  

 
	
 7

 	
 DEFAULT
 INTEREST

 	
 17

 
	
  

 
	
 8

 	
 REPAYMENT
 AND PREPAYMENT

 	
 18

 
	
  

 
	
 9

 	
 CONDITIONS
 PRECEDENT

 	
 19

 
	
  

 
	
 10

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
 20

 
	
  

 
	
 11

 	
 GENERAL
 UNDERTAKINGS

 	
 23

 
	
  

 
	
 12

 	
 CORPORATE
 UNDERTAKINGS

 	
 26

 
	
  

 
	
 13

 	
 INSURANCE

 	
 27

 
	
  

 
	
 14

 	
 SHIP
 COVENANTS

 	
 30

 
	
  

 
	
 15

 	
 SECURITY
 COVER

 	
 34

 
	
  

 
	
 16

 	
 PAYMENTS AND
 CALCULATIONS

 	
 35

 
	
  

 
	
 17

 	
 APPLICATION
 OF RECEIPTS

 	
 37

 
	
  

 
	
 18

 	
 EVENTS OF
 DEFAULT

 	
 37

 
	
  

 
	
 19

 	
 FEES AND
 EXPENSES

 	
 42

 
	
  

 
	
 20

 	
 INDEMNITIES

 	
 43

 
	
  

 
	
 21

 	
 NO SET-OFF
 OR TAX DEDUCTION

 	
 45

 
	
  

 
	
 22

 	
 ILLEGALITY,
 ETC

 	
 46

 
	
  

 
	
 23

 	
 INCREASED
 COSTS

 	
 47

 
	
  

 
	
 24

 	
 SET-OFF

 	
 48

 
	
  

 
	
 25

 	
 TRANSFERS
 AND CHANGES IN LENDING OFFICES

 	
 49

 
	
  

 
	
 26

 	
 VARIATIONS
 AND WAIVERS

 	
 52

 
	
  

 
	
 27

 	
 NOTICES

 	
 53

 
	
  

 
	
 28

 	
 SUPPLEMENTAL

 	
 54

 
	
  

 
	
 29

 	
 LAW AND
 JURISDICTION

 	
 55

 
	
  

 
	
 SCHEDULE 1
 LENDERS AND COMMITMENTS

 	
 56

 
	
  

 
	
 SCHEDULE 2

 	
 57

 
	
  

 
	
 DRAWDOWN
 NOTICE

 	
 57

 
	
  

 
	
 SCHEDULE 3

 	
 58

 
	
  

 
	
 CONDITION
 PRECEDENT DOCUMENTS

 	
 58

 














	
  

 	
  

 	
  

 
	
 SCHEDULE 4

 	
 62

 
	
  

 
	
 TRANSFER
 CERTIFICATE

 	
 62

 
	
  

 
	
 SCHEDULE 5

 	
 65

 
	
  

 
	
 LIST OF LNG
 SHIPBROKERS

 	
 65

 
	
  

 
	
 EXECUTION
 PAGE

 	
 66

 









THIS AGREEMENT is
made on 14 March 2008



BETWEEN


	
  

 	
  

 
	
 (1)

 	
 GAS-ONE
 LTD., a company
 incorporated in Bermuda whose registered office is at Clarendon House, 2 Church Street,
 Hamilton HM11, Bermuda (the “Borrower”);

 
	
  

 	
  

 
	
 (2)

 	
 THE BANKS
 AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;

 
	
  

 	
  

 
	
 (3)

 	
 DANISH
 SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Agent;
 and

 
	
  

 	
  

 
	
 (4)

 	
 DANISH
 SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Security
 Trustee.

 
	
  

 	
  

 
	
 BACKGROUND

 
	
  

 	
  

 
	
  

 	
 The
 Lenders have agreed to make available to the Borrower a facility of up to
 $174,033,000 for the purpose of financing 75 per cent. of the Project Cost of
 a 154,800 cubic meter Liquified Natural Gas carrier currently having
 Builder’s Hull No. 1641 which is to be constructed by the Builder for, and purchased
 by, the Borrower.

 
	
  

 
	
 IT IS
 AGREED as follows:

 
	
  

 	
  

 
	
 1

 	
 INTERPRETATION

 
	
  

 	
  

 
	
 1.1

 	
 Definitions. Subject to Clause 1.5, in this Agreement:

 
	
  

 	
  

 
	
  

 	
 “Advance” means the principal amount of
 each borrowing by the Borrower under this Agreement;

 
	
  

 	
  

 
	
  

 	
 “Affected Lender” has the meaning given in
 Clause 5.5;

 
	
  

 	
  

 
	
  

 	
 “Agency and Trust Agreement” means the
 agency and trust agreement executed or to be executed between the Borrower,
 the Lenders, the Agent and the Security Trustee in the Agreed Form;

 
	
  

 	
  

 
	
  

 	
 “Agent” means Danish Ship Finance A/S
 (Danmarks Skibskredit A/S), acting in such capacity through its office at
 Sankt Annae Plads 3, DK-1250, Copenhagen K., Denmark, or any successor of it
 appointed under clause 5 of the Agency and Trust Agreement;

 
	
  

 	
  

 
	
  

 	
 “Agreed Form” means, in relation to any document, that document in the
 form approved in writing by the Agent (acting upon the instructions of all
 the Lenders) or as otherwise approved in accordance with any other approval
 procedure specified in any relevant provision of any Finance Document;

 
	
  

 	
  

 
	
  

 	
 “Approved Charter” means a charter in respect of the Ship
 entered or to be entered with a first- class charterer acceptable to the
 Lenders and on terms and conditions (including, without limitation, duration
 and charterhire) in all respects acceptable to the Lenders;

 
	
  

 	
  

 
	
  

 	
 “Approved Flag” means any of the Bermuda, Greek, Marshall Islands,
 Liberian, Panamanian, Cyprus, Maltese or Bahamas flags or any other flag as
 the Lenders may, in their absolute discretion, approve as the flag on which
 the Ship may be registered;

 


1









	
  

 	
  

 	
  

 
	
  

 	
 “Approved Flag State” means any of Bermuda, Greece, Marshall
 Islands, Liberia, Panama, Cyprus, Malta, Bahamas or any other country in
 which the Lenders may, in their absolute discretion, approve that the Ship
 may be registered;

 
	
  

 	
  

 
	
  

 	
 “Approved Manager” means Ceres LNG Services Ltd., a company
 incorporated in Bermuda whose registered office is at Clarendon House, 2
 Church Street, Hamilton HM11, Bermuda, or any other company which the Agent
 may, with the authorisation of the Majority Lenders, approve from time to
 time as the manager of the Ship;

 
	
  

 	
  

 
	
  

 	
 “Availability Period” means the period commencing on the date
 of this Agreement and ending on:

 
	
  

 	
  

 
	
  

 	
 (a) 

 	
 10
 December 2010 (or such later date as the Agent may, with the authorisation of
 the Majority Lenders, agree with the Borrower); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if
 earlier, the date on which the Total Commitments are fully borrowed,
 cancelled or terminated;

 
	
  

 	
  

 
	
  

 	
 “Builder” means Samsung Heavy Industries Co., Ltd., a corporation
 incorporated in the Republic of Korea whose registered office is at 11th
 Floor, KIPS Center, 647-9 Yeoksam-Dong, Kangnam- Gu, Seoul, Korea;

 
	
  

 	
  

 
	
  

 	
 “Business Day” means a day on which banks are open in London, Monaco,
 Piraeus and Copenhagen and, in respect of a day on which a payment is
 required to be made under a Finance Document, also in New York City;

 
	
  

 	
  

 
	
  

 	
 “Commitment” means, in relation to a Lender, the amount set opposite its
 name in Schedule 1 as that amount may be reduced, cancelled or terminated in
 accordance with this Agreement (and “Total Commitments” means the aggregate of the Commitments
 of all the Lenders);

 
	
  

 	
  

 
	
  

 	
 “Contract Price” means $214,750,000, being the aggregate amount payable by
 the Borrower to (a) the Original Buyer pursuant to the Transfer Agreement and
 (b) the Builder pursuant to the Shipbuilding Contract;

 
	
  

 	
  

 
	
  

 	
 “Contractual Currency” has the meaning given in Clause 20.4;

 
	
  

 	
  

 
	
  

 	
 “Contribution” means, in relation to a Lender, the part of the Loan which
 is owing to that Lender;

 
	
  

 	
  

 
	
  

 	
 “Creditor Party” means the Agent, the Security Trustee or any Lender,
 whether as at the date of this Agreement or at any later time;

 
	
  

 	
  

 
	
  

 	
 “Delivery Date” means the date on which the Ship is actually delivered to
 the Borrower in accordance with the Shipbuilding Contract;

 
	
  

 	
  

 
	
  

 	
 “Diamond” means Diamond Marine Insurance Company Ltd., a company
 incorporated in Bermuda with its registered office at Milner House, 18
 Parliament Street, Hamilton, HM12, Bermuda;

 
	
  

 	
  

 
	
  

 	
 “Dollars” and “$” means the
 lawful currency for the time being of the United States of America;

 
	
  

 	
  

 
	
  

 	
 “Drawdown Date” means, in relation to an Advance, the date requested by the
 Borrower for the Advance to be made, or (as the context requires) the date on
 which the Advance is actually made;

 


2









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Drawdown Notice” means a notice in the form set out in
 Schedule 2 (or in any other form which the Agent approves or reasonably
 requires);

 
	
  

 	
  

 
	
  

 	
 “Earnings” means all moneys whatsoever which are now, or later become,
 payable (actually or contingently) to the Borrower or the Security Trustee
 and which arise out of the use or operation of the Ship, including (but not
 limited to):

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 except
 to the extent that they fall within paragraph (b);

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) 

 	
 all
 freight, hire and passage moneys;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 compensation
 payable to the Borrower or the Security Trustee in the event of requisition
 of the Ship for hire;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 remuneration
 for salvage and towage services;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 demurrage
 and detention moneys;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 damages
 for breach (or payments for variation or termination) of any charterparty or
 other contract for the employment of the Ship; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 all
 moneys which are at any time payable under any Insurances in respect of loss
 of hire; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if
 and whenever the Ship is employed on terms whereby any moneys falling within
 paragraphs (a)(i) to (vi) are pooled or shared with any other person, that
 proportion of the net receipts of the relevant pooling or sharing arrangement
 which is attributable to the Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Environmental Claim” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any
 claim by any governmental, judicial or regulatory authority which arises out
 of an Environmental Incident or an alleged Environmental Incident or which
 relates to any Environmental Law; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any
 claim by any other person which relates to an Environmental Incident or to an
 alleged Environmental Incident,

 
	
  

 	
  

 	
  

 
	
  

 	
 and “claim” means
 a claim for damages, compensation, fines, penalties or any other payment of
 any kind whether or not similar to the foregoing; an order or direction to
 take, or not to take, certain action or to desist from or suspend certain
 action; and any form of enforcement or regulatory action, including the
 arrest or attachment of any asset;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Environmental Incident” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any release of
 Environmentally Sensitive Material from the Ship; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any
 incident in which Environmentally Sensitive Material is released from a
 vessel other than the Ship and which involves a collision between the Ship
 and such other vessel or some other incident of navigation or operation, in
 either case, in connection with which the Ship is actually liable to be
 arrested, attached, detained or injuncted and/or the Ship and/or the Borrower
 and/or any operator or manager of the Ship is at fault or otherwise liable to
 any legal or administrative action in connection with the operation of the
 Ship; or

 


3









	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any
 other incident in which Environmentally Sensitive Material is released
 otherwise than from the Ship and in connection with which the Ship is
 actually or liable to be arrested and/or where the Borrower and/or any
 operator or manager of the Ship is at fault or otherwise liable to any legal
 or administrative action in connection with the operation of the Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Environmental Law” means any law relating to pollution or
 protection of the environment, to the carriage of Environmentally Sensitive
 Material or to actual or threatened releases of Environmentally Sensitive
 Material;

 
	
  

 	
  

 
	
  

 	
 “Environmentally Sensitive Material” means oil, oil products and any other
 substance (including any chemical, gas or other hazardous or noxious
 substance) which is (or is capable of being or becoming) polluting, toxic or
 hazardous;

 
	
  

 	
  

 
	
  

 	
 “Event of Default” means any of the events or circumstances
 described in Clause 18.1;

 
	
  

 	
  

 
	
  

 	
 “Extra Pre-delivery Costs” means an amount of $17,294,000
 representing the costs incurred or to be incurred by the Borrower during the
 construction of the Ship (in addition to the Contract Price of the Ship);

 
	
  

 	
  

 
	
  

 	
 “Finance Documents” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Agency and Trust
 Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Guarantee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Predelivery Security
 Assignment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the General Assignment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the Mortgage;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the Reinsurances
 Assignment; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 any
 other document (whether creating a Security Interest or not) which is
 executed at any time by the Borrower or any other person as security for, or
 to establish any form of subordination or priorities arrangement in relation
 to, any amount payable to the Lenders under this Agreement or any of the
 other documents referred to in this definition;

 
	
  

 	
  

 
	
  

 	
 “Financial Indebtedness” means, in relation to a person (the “debtor”),
 a liability of the debtor:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 for
 principal, interest or any other sum payable in respect of any moneys
 borrowed or raised by the debtor;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 under
 any loan stock, bond, note or other security issued by the debtor;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 under
 any acceptance credit, guarantee or letter of credit facility or
 dematerialised equivalent made available to the debtor;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 under
 a financial lease, a deferred purchase consideration arrangement or any other
 agreement having the commercial effect of a borrowing or raising of money by
 the debtor;

 


4 









	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 under
 any foreign exchange transaction, any interest or currency swap or any other
 kind of derivative transaction entered into by the debtor or, if the
 agreement under which any such transaction is entered into requires netting
 of mutual liabilities, the liability of the debtor for the net amount; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 under
 a guarantee, indemnity or similar obligation entered into by the debtor in
 respect of a liability of another person which would fall within paragraphs
 (a) to (e) if the references to the debtor referred to the other person;

 
	
  

 	
  

 	
  

 
	
  

 	
 “GAAP” means generally accepted accounting
 principles in the United States of America established by the Financial
 Accounting Standards Board (FASB) including IFRS;

 
	
  

 	
  

 	
  

 
	
  

 	
 “General Assignment” means a general assignment of the
 Earnings, the Insurances and any Requisition Compensation in the Agreed Form;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Guarantee” means a guarantee executed or to be executed by the
 Guarantor in the Agreed Form;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Guarantor” means a company nominated by the Borrower and accepted by
 the Lenders as the company which shall execute the Guarantee;

 
	
  

 	
  

 	
  

 
	
  

 	
 “IFRS” means
 international accounting standards adopted by the International Accounting
 Standard Board (IASB) within the meaning of the IAS Regulations 1606/2002 to
 the extent applicable to the relevant financial statements;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Insurances” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 all
 policies and contracts of insurance, including entries of the Ship in any
 protection and indemnity or war risks association, which are effected in
 respect of the Ship, its Earnings or otherwise in relation to it; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 all
 rights and other assets relating to, or derived from, any of the foregoing,
 including any rights to a return of a premium;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Interest Period” means a period determined in accordance
 with Clause 6;

 
	
  

 	
  

 	
  

 
	
  

 	
 “ISM Code” means the International Safety Management Code (including
 the guidelines on its implementation), adopted by the International Maritime
 Organisation, as the same may be amended or supplemented from time to time
 (and the terms “safety management system”, “Safety Management Certificate” and “Document
 of Compliance” have
 the same meanings as are given to them in the ISM Code);

 
	
  

 	
  

 	
  

 
	
  

 	
 “ISPS Code” means the International Ship and Port Facility Security
 Code as adopted by the International Maritime Organisation, as the same may
 be amended or supplemented from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
 “ISSC” means a valid and current
 International Ship Security Certificate issued under the ISPS Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Lender” means a bank or financial institution listed in Schedule 1 and
 acting through its branch indicated in Schedule 1 (or through another branch
 notified to the Borrower under Clause 25.14) or its successor or assign;

 


5









	
  

 	
  

 	
  

 
	
  

 	
 “LIBOR” means,
 in relation to any period for which an interest rate is to be determined
 under any provision of a Finance Document:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 rate per annum equal to the offered quotation for deposits in Dollars for a
 period equal to, or as near as possible equal to, that period which appears
 on REUTERS BBA Page LIBOR 01 at or about 11.00 a.m. (London time) on the
 Quotation Date for that period (and, for the purposes of this Agreement,
 “REUTERS BBA Page LIBOR 01” means the display designated as “Page 01” on the
 REUTERS Service or such other page as may replace Page 01 on that service for
 the purpose of displaying rates comparable to that rate or on such other
 service as may be nominated by the British Bankers’ Association as the
 information vendor for the purpose of displaying British Bankers’ Association
 Interest Settlement Rates for Dollars); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if
 no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum determined
 by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the
 nearest one-sixteenth of one per cent.) of the rates per annum notified to
 the Agent by each Lender as the rate at which deposits in Dollars are offered
 to that Lender by leading banks in the London Interbank Market at that
 Lender’s request at or about 11.00 a.m. (London time) on the Quotation Date
 for that period for a period equal to that period and for delivery on the
 first Business Day of it;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Loan” means the principal amount for the time being outstanding under this
 Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Major Casualty” means any casualty to the
 Ship in respect of which the claim or the aggregate of the claims against all
 insurers, before adjustment for any relevant franchise or deductible, exceeds
 $1,000,000 or the equivalent in any other currency;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Majority Lenders” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 before
 an Advance has been made, Lenders whose Commitments total 66.66 per cent. of
 the Total Commitments; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 after an Advance has been
 made, Lenders whose Contributions total 66.66 per cent. of the Loan;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Margin” means 0.625 per cent. per annum;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Mortgage” means the first priority or, as the case may be, preferred
 mortgage on the Ship under the Approved Flag and deed of covenant collateral
 thereto (if applicable) executed or to be executed by the Borrower in favour
 of the Security Trustee, or as the case may be, the Lenders in the Agreed
 Form;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Negotiation Period” has the meaning given in Clause 5.8;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Notifying Lender” has the meaning given in Clause 22.1 or
 Clause 23.1 as the context requires;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Novation Agreement” means the novation
 agreement to be made between the Builder, the Original Buyer and the Borrower
 in respect of the novation of the Shipbuilding Contract to the Borrower as
 buyer;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Original Buyer” means Chevron Transport Corporation Ltd., a corporation
 organised and existing under the laws of Bermuda and having its registered
 office at 11 Church Street, Hamilton, HM11, Bermuda;

 


6






	
  

 	
  

 	
  

 
	
  

 	
 “Payment Currency” has the meaning given in Clause 20.4;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pertinent Document” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any
 Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any
 policy or contract of insurance contemplated by or referred to in Clause 13
 or in any other provision of this Agreement or another Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any
 other document contemplated by or referred to in any Finance Document; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any
 document which has been or is at any time sent by or to a Servicing Bank in
 contemplation of or in connection with any Finance Document or any policy,
 contract or document falling within paragraphs (b) or (c);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pertinent Jurisdiction”, in relation to a
 company, means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 England
 and Wales;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the
 country under the laws of which the company is incorporated or formed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 a
 country in which the company has the centre of its main interests or in which
 the company’s central management and control is or has recently been
 exercised;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 a
 country in which the overall net income of the company is subject to corporation
 tax, income tax or any similar tax;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 a
 country in which assets of the company (other than securities issued by, or
 loans to, related companies) having a substantial value are situated, in
 which the company maintains a branch or permanent place of business, or in
 which a Security Interest created by the company must or should be registered
 in order to ensure its validity or priority; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 a
 country the courts of which have jurisdiction to make a winding up,
 administration or similar order in relation to the company whether as main or
 territorial or ancillary proceedings or which would have such jurisdiction if
 their assistance were requested by the courts of a country referred to in
 paragraphs (b) or (c);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pertinent Matter” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any transaction or matter
 contemplated by, arising out of, or in connection with a Pertinent Document;
 or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any statement relating to
 a Pertinent Document or to a transaction or matter falling within paragraph
 (a);

 
	
  

 	
  

 	
  

 
	
  

 	
 and
 covers any such transaction, matter or statement, whether entered into,
 arising or made at any time before the signing of this Agreement or on or at
 any time after that signing;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Potential Event of Default” means an event or circumstance which,
 with the giving of any notice, the lapse of time, a reasonable determination
 of the Majority Lenders and/or the satisfaction of any other condition, would
 constitute an Event of Default;

 


7









	
  

 	
  

 	
  

 
	
  

 	
 “Predelivery Security Assignment” means an assignment of the Shipbuilding
 Contract and of the Refund Guarantee in the Agreed Form;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Project Cost” means the amount of $232,044,000 representing the aggregate
 of the Contract Price and the Extra Pre-delivery Costs for the Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Quotation Date” means, in relation to any period for which an interest rate
 is to be determined under any provision of a Finance Document, the day which
 is 2 Business Days before the first day of that period, unless market
 practice differs in the London Interbank Market for a currency, in which case
 the Quotation Date will be determined by the Agent in accordance with market
 practice in the London Interbank Market (and if quotations would normally be
 given by leading banks in the London Interbank Market on more than one day,
 the Quotation Date will be the last of those days);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Refund Guarantee” means an irrevocable guarantee numbered
 M0902-505-LG-00025 dated 6 May 2005 issued by the Refund Guarantor in favour
 of the Original Buyer under the Shipbuilding Contract as the same will be
 assigned by the Original Buyer to the Borrower pursuant to an assignment
 agreement to be made between the Original Buyer and the Borrower (with such
 assignment being acknowledged by the Refund Guarantor);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Refund Guarantor” means The Export-Import Bank of Korea, a
 company incorporated in the Republic of Korea whose registered office is at
 16-2, Yoido-Dong, Yeongdeungo-Gu, Seoul 150 996, Korea;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Reinsurances Assignment” means an assignment of any reinsurances
 of the Insurances of the Ship made or to be made by Diamond and the Security
 Trustee in the Agreed Form;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Relevant Person” has the meaning given in Clause 18.9;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Repayment Date” means a date on which a repayment is required to be made
 under Clause 8;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Requisition Compensation” includes all compensation or other
 moneys payable by reason of any act or event such as is referred to in
 paragraph (b) of the definition of “Total Loss”;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Secured Liabilities” means all liabilities which the
 Borrower, the Security Parties or any of them have, at the date of this
 Agreement or at any later time or times, under or in connection with any
 Finance Document or any judgment relating to any Finance Document; and for
 this purpose, there shall be disregarded any total or partial discharge of
 these liabilities, or variation of their terms, which is effected by, or in
 connection with, any bankruptcy, liquidation, arrangement or other procedure
 under the insolvency laws of any country;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Security Interest” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 
 a mortgage, charge (whether fixed or floating) or pledge, any maritime or
 other lien or any other security interest of any kind;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 
 the security rights of a plaintiff under an action in rem; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 
 any arrangement entered into by a person (A) the effect of which is to place
 another person (B) in a position which is similar, in economic terms, to the
 position in which B would have been had he held a security interest over an
 asset of A; but this paragraph (c)

 


8









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 does
 not apply to a right of set off or combination of accounts conferred by the
 standard terms of business of a bank or financial institution;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Security Party” means the Guarantor and any other person (except a Creditor
 Party) who, as a surety or mortgagor, as a party to any subordination or
 priorities arrangement, or in any similar capacity, executes a document
 falling within the last paragraph of the definition of “Finance Documents”;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Security Period” means the period commencing on the date
 of this Agreement and ending on the date on which the Agent notifies the
 Borrower, the Security Parties and the Lenders that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 
 all amounts which have become due for payment by the Borrower or any Security
 Party under the Finance Documents have been paid;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 
 no amount is owing or has accrued (without yet having become due for payment)
 under any Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 
 neither the Borrower nor any Security Party has any future or contingent
 liability under Clause 19, 20 or 21 or any other provision of this Agreement
 or another Finance Document; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Agent, the Security Trustee and the Majority Lenders do not consider that
 there is a significant risk that any payment or transaction under a Finance
 Document would be set aside, or would have to be reversed or adjusted, in any
 present or possible future bankruptcy of the Borrower or a Security Party or
 in any present or possible future proceeding relating to a Finance Document
 or any asset covered (or previously covered) by a Security Interest created
 by a Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Security Trustee” means Danish Ship Finance A/S (Danmarks
 Skibskredit A/S), acting in such capacity through its office at Sankt-Annae
 Plads 3, DK-1250 Copenhagen K, Denmark, or any successor of it appointed
 under clause 5 of the Agency and Trust Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Servicing Bank” means the Agent or the Security Trustee;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Shareholder” means the person or company disclosed by the Borrower to
 the Agent in writing as the owner of the whole of the issued share capital of
 the Borrower;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Ship” means
 the 154,800 cubic meter Liquefied Natural Gas carrier currently known as Hull
 No. 1641 which is to be constructed by the Builder for, and purchased by, the
 Borrower under the Shipbuilding Contract and upon delivery registered in the
 name of the Borrower under an Approved Flag;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Shipbuilding Contract” means the Shipbuilding Contract dated 29
 April 2005 as amended by an amendment No. 1 agreement dated 28 June 2007 made
 between the Builder and the Original Buyer for the construction by the
 Builder of the Ship and its purchase by the Original Buyer (as novated to the
 Borrower as buyer pursuant to the Novation Agreement) and as further
 supplemented and amended from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
 “SMC” means a safety management
 certificate issued in respect of the Ship in accordance with Rule 13 of the
 ISM Code;

 


9









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Total Loss” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 actual, constructive,
 compromised, agreed or arranged total loss of the Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any
 expropriation, confiscation, requisition or acquisition of the Ship, whether
 for full consideration, a consideration less than its proper value, a nominal
 consideration or without any consideration, which is effected by any
 government or official authority or by any person or persons claiming to be
 or to represent a government or official authority (excluding a requisition
 for hire for a fixed period not exceeding 1 year without any right to an
 extension) unless it is within 1 month redelivered to the Borrower’s full
 control; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any
 arrest, capture, seizure or detention of the Ship (including any hijacking or
 theft) unless it is within 1 month redelivered to the Borrower’s full
 control;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Total Loss Date” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in
 the case of an actual loss of the Ship, the date on which it occurred or, if
 that is unknown, the date when the Ship was last heard of;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in
 the case of a constructive, compromised, agreed or arranged total loss of the
 Ship, the earliest of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) 

 	
 the
 date on which a notice of abandonment is given to the insurers; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the
 date of any compromise, arrangement or agreement made by or on behalf of the
 Borrower with the Ship’s insurers in which the insurers agree to treat the
 Ship as a total loss; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 in
 the case of any other type of total loss, on the date (or the most likely
 date) on which it appears to the Agent that the event constituting the total
 loss occurred;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Transfer Agreement” means an agreement to be entered into
 between the Borrower and the Original Buyer in respect of the payment to be
 made by the Borrower to the Original Buyer in order to effect the novation of
 the Shipbuilding Contract to the Borrower; and

 
	
  

 	
  

 	
  

 
	
  

 	
 “Trust Property” has the meaning given in clause 3.1 of the Agency and Trust
 Agreement.

 
	
  

 	
  

 
	
 1.2

 	
 Construction
 of certain terms.
 In this Agreement:

 
	
  

 	
  

 
	
  

 	
 “administration notice” means a notice appointing an
 administrator, a notice of intended appointment and any other notice which is
 required by law (generally or in the case concerned) to be filed with the
 court or given to a person prior to, or in connection with, the appointment
 of an administrator;

 
	
  

 	
  

 
	
  

 	
 “approved” means, for the purposes of Clause 13, approved in writing
 by the Agent;

 
	
  

 	
  

 
	
  

 	
 “asset” includes every kind of property,
 asset, interest or right, including any present, future or contingent right
 to any revenues or other payment;

 
	
  

 	
  

 
	
  

 	
 “company” includes any partnership, joint venture and unincorporated
 association;

 
	
  

 	
  

 
	
  

 	
 “consent” includes an authorisation, consent, approval, resolution, licence,
 exemption, filing, registration, notarisation and legalisation;

 


10









	
  

 	
  

 
	
  

 	
 “contingent liability” means a liability which is not certain
 to arise and/or the amount of which remains unascertained;

 
	
  

 	
  

 
	
  

 	
 “document” includes a deed; also a letter, fax or telex;

 
	
  

 	
  

 
	
  

 	
 “excess risks” means the proportion of claims for general average, salvage
 and salvage charges not recoverable under the hull and machinery policies in
 respect of the Ship in consequence of its insured value being less than the
 value at which the Ship is assessed for the purpose of such claims;

 
	
  

 	
  

 
	
  

 	
 “expense” means any kind of cost, charge
 or expense (including all legal costs, charges and expenses) and any
 applicable value added or other tax;

 
	
  

 	
  

 
	
  

 	
 “law” includes
 any order or decree, any form of delegated legislation, any treaty or international
 convention and any regulation or resolution of the Council of the European
 Union, the European Commission, the United Nations or its Security Council;

 
	
  

 	
  

 
	
  

 	
 “legal or administrative action” means any legal proceeding or
 arbitration and any administrative or regulatory action or investigation;

 
	
  

 	
  

 
	
  

 	
 “liability” includes every kind of debt or liability (present or
 future, certain or contingent), whether incurred as principal or surety or
 otherwise;

 
	
  

 	
  

 
	
  

 	
 “months” shall be construed in accordance with Clause 1.3;

 
	
  

 	
  

 
	
  

 	
 “obligatory insurances” means all insurances effected, or which
 the Borrower is obliged to effect, under Clause 13 or any other provision of
 this Agreement or another Finance Document;

 
	
  

 	
  

 
	
  

 	
 “parent company” has the meaning given in Clause 1.4;

 
	
  

 	
  

 
	
  

 	
 “person” includes any company; any state, political sub-division of a state
 and local or municipal authority; and any international organisation;

 
	
  

 	
  

 
	
  

 	
 “policy”, in relation to any insurance,
 includes a slip, cover note, certificate of entry or other document
 evidencing the contract of insurance or its terms;

 
	
  

 	
  

 
	
  

 	
 “protection and indemnity risks” means the usual risks covered by a
 protection and indemnity association managed in London, including pollution
 risks and the proportion (if any) of any sums payable to any other person or
 persons in case of collision which are not recoverable under the hull and
 machinery policies by reason of the incorporation in them of Clause 6 of the
 International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute
 Time Clauses (Hulls) (1/11/95)or
 clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute
 Amended Running Down Clause (1/10/71) or any equivalent provision;

 
	
  

 	
  

 
	
  

 	
 “regulation” includes any regulation, rule, official directive, request
 or guideline whether or not having the force of law, of any intergovernmental
 or supranational body, agency, department or regulatory, self-regulatory or
 other authority or organisation;

 
	
  

 	
  

 
	
  

 	
 “subsidiary” has the meaning given in Clause 1.4;

 
	
  

 	
  

 
	
  

 	
 “tax” includes
 any present or future tax, duty, impost, levy or charge of any kind which is
 imposed by any state, any political sub-division of a state or any local or
 municipal authority (including any such imposed in connection with exchange
 controls), and any connected penalty, interest or fine; and

 


11









	
  

 	
  

 
	
  

 	
 “war risks” includes the risk of mines and all risks excluded by clause
 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the
 Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time
 Clauses (Hulls) (1/10/83).

 
	
  

 	
  

 
	
 1.3

 	
 Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically
 corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

 
	
  

 	
  

 
	
 (a)

 	
 on
 the Business Day following the numerically corresponding day if the
 numerically corresponding day is not a Business Day or, if there is no later
 Business Day in the same calendar month, on the Business Day preceding the
 numerically corresponding day; or

 
	
  

 	
  

 
	
 (b)

 	
 on
 the last Business Day in the relevant calendar month, if the period started
 on the last Business Day in a calendar month or if the last calendar month of
 the period has no numerically corresponding day; 

 
	
  

 	
  

 
	
  

 	
 and
 “month” and “monthly” shall be construed accordingly.

 
	
  

 	
  

 
	
 1.4

 	
 Meaning
 of “subsidiary”. A company (S) is a subsidiary of another company (P) if:

 
	
  

 	
  

 
	
 (a)

 	
 a
 majority of the issued shares in S (or a majority of the issued shares in S
 which carry unlimited rights to capital and income distributions) are
 directly owned by P or are indirectly attributable to P; or

 
	
  

 	
  

 
	
 (b)

 	
 P
 has direct or indirect control over a majority of the voting rights attaching
 to the issued shares of S; or

 
	
  

 	
  

 
	
 (c)

 	
 P has the direct or indirect
 power to appoint or remove a majority of the directors of S; or

 
	
  

 	
  

 
	
 (d)

 	
 P
 otherwise has the direct or indirect power to ensure that the affairs of S
 are conducted in accordance with the wishes of P;

 
	
  

 	
  

 
	
  

 	
 and
 any company of which S is a subsidiary is a parent company of S.

 
	
  

 	
  

 
	
 1.5

 	
 General Interpretation. In this Agreement:

 
	
  

 	
  

 
	
 (a)

 	
 references
 to, or to a provision of, a Finance Document or any other document are
 references to it as amended or supplemented, whether before the date of this
 Agreement or otherwise;

 
	
  

 	
  

 
	
 (b)

 	
 references
 to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or
 otherwise;

 
	
  

 	
  

 
	
 (c)

 	
 words
 denoting the singular number shall include the plural and vice versa; and

 
	
  

 	
  

 
	
 (d)

 	
 Clauses
 1.1 to 1.5 apply unless the contrary intention appears.

 
	
  

 	
  

 
	
 1.6

 	
 Headings. In interpreting a Finance Document or any provision of a Finance
 Document, all clause, sub-clause and other headings in that and any other
 Finance Document shall be entirely disregarded.

 


12







	
  

 	
  

 	
  

 
	
 2

 	
 FACILITY

 
	
  

 	
  

 	
  

 
	
 2.1

 	
 Amount of facility.
 Subject to the other provisions of this Agreement, the Lenders shall make
 available to the Borrower a loan facility not exceeding the lesser of (a)
 $174,033,000 and (b) 75 per cent. of the Project Cost of the Ship.

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 Lenders’
 participations in Loan. Subject to the other
 provisions of this Agreement, each Lender shall participate in each Advance
 in the proportion which, as at the relevant Drawdown Date, its Commitment
 bears to the Total Commitments.

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 Purpose of Loan.
 The Borrower undertakes with each Creditor Party to use each Advance only for
 the purpose stated in the preamble to this Agreement.

 
	
  

 	
  

 	
  

 
	
 3

 	
 POSITION OF THE LENDERS

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 Interests of
 Lenders several. The rights of the Lenders under
 this Agreement are several.

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 Individual Lender’s
 right of action. Each Lender shall be entitled to
 sue for any amount which has become due and payable by the Borrower to it
 under this Agreement without joining the Agent, the Security Trustee or any
 other Lender as additional parties in the proceedings.

 
	
  

 	
  

 	
  

 
	
 3.3

 	
 Proceedings by
 individual Lender requiring Majority Lender consent.
 Except as provided in Clause 3.2, no Lender may commence proceedings
 against the Borrower or any Security Party in connection with a Finance
 Document without the prior consent of the Majority Lenders.

 
	
  

 	
  

 	
  

 
	
 3.4

 	
 Obligations of
 Lenders several. The obligations of the Lenders
 under this Agreement are several; and a failure of a Lender to perform its
 obligations under this Agreement shall not result in:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 the obligations of the other Lenders being increased; nor

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 the Borrower, any Security Party or any other Lender being discharged
 (in whole or in part) from its obligations under any Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 and in no circumstances shall a Lender have any responsibility for a
 failure of another Lender to perform its obligations under this Agreement.

 
	
  

 	
  

 	
  

 
	
 4

 	
 DRAWDOWN

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 Request for
 Advance. Subject to the following conditions, the
 Borrower may request an Advance to be made by ensuring that the Agent
 receives a completed Drawdown Notice not later than 11.00 a.m. (Copenhagen
 time), 5 Business Days prior to the intended Drawdown Date (other than in the
 case of the Drawdown Notice in respect of the first Advance which shall be
 received by the Agent no later than 11.00 a.m. (Copenhagen time) on the
 Drawdown Date for that Advance).

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 Availability.
 The conditions referred to in Clause 4.1 are that:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 a Drawdown Date has to be a Business Day during the Availability Period;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 the amount of each Advance shall not exceed:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 in the case of the first Advance, $80,804,648;

 


13









	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in the case of the second Advance, $16,903,835; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 in the case of the third Advance, $76,324,517;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 the aggregate amount of the Advances shall not exceed the lesser of:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 the Total Commitments; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 75 per cent. of the Project Cost; and

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 if the Borrower requests less than the maximum amount of an Advance,
 the amount not requested may be borrowed at a later stage Provided
 that there shall not be more than 3 Advances and no amounts may be
 drawdown after the Drawdown Date of the third Advance.

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Notification to
 Lenders of receipt of a Drawdown Notice. The Agent
 shall promptly notify the Lenders that it has received a Drawdown Notice and
 shall inform each Lender of:

 
	
  

 	
  

 
	
 (a)

 	
 the amount of the Advance and the Drawdown Date;

 
	
  

 	
  

 
	
 (b)

 	
 the amount of that Lender’s participation in the Advance;

 
	
  

 	
  

 
	
 (c)

 	
 the duration of the first Interest Period.

 
	
  

 	
  

 
	
 4.4

 	
 Drawdown Notice
 irrevocable. A Drawdown Notice must be signed by a
 duly authorised signatory of the Borrower; and once served, a Drawdown Notice
 cannot be revoked without the prior consent of the Agent, acting with the
 authorisation of the Majority Lenders.

 
	
  

 	
  

 
	
 4.5

 	
 Lenders to make
 available Contributions. Subject to the provisions
 of this Agreement, each Lender shall, on and with value on each Drawdown
 Date, make available to the Agent for the account of the Borrower the amount
 due from that Lender on that Drawdown Date under Clause 2.2.

 
	
  

 	
  

 
	
 4.6

 	
 Disbursement of
 Advance. Subject to the provisions of this
 Agreement, the Agent shall on each Drawdown Date pay to the Borrower the
 amounts which the Agent receives from the Lenders under Clause 4.5; and
 that payment to the Borrower shall be made:

 
	
  

 	
  

 
	
 (a)

 	
 to the account of the Original Buyer or the Builder, as the case may
 be, which the Borrower specifies in the Drawdown Notice and any amount in excess of
 the amounts payable to either the Original Buyer or the Builder hereunder to
 the account of the Borrower; and

 
	
  

 	
  

 
	
 (b)

 	
 in the like funds as the Agent received the payments from the
 Lenders.

 
	
  

 	
  

 
	
 4.7

 	
 Disbursement of
 Advance to third party. The payment by the Agent
 under Clause 4.6 to the Original Buyer or the Builder, as the case may
 be, shall constitute the making of the Advance and the Borrower shall
 thereupon become indebted, as principal and direct obligor, to each Lender in
 an amount equal to that Lender’s Contribution.

 
	
  

 	
  

 	
  

 
	
 5

 	
 INTEREST

 
	
  

 	
  

 
	
 5.1

 	
 Payment of normal
 interest. Subject to the provisions of this
 Agreement, interest on the Loan in respect of each Interest Period shall be
 paid by the Borrower on the last day of that Interest Period.

 


14









	
  

 	
  

 
	
 5.2

 	
 Normal rate of
 interest. Subject to the provisions of this
 Agreement, the rate of interest on the Loan in respect of an Interest Period
 shall be the aggregate of the Margin and LIBOR for that Interest Period.

 
	
  

 	
  

 
	
 5.3

 	
 Payment of accrued
 interest. In the case of an Interest Period of 12
 months or longer, accrued interest shall be paid every 6 months during that
 Interest Period and on the last day of that Interest Period.

 
	
  

 	
  

 
	
 5.4

 	
 Notification of
 Interest Periods and rates of normal interest. The
 Agent shall notify the Borrower and each Lender of:

 
	
  

 	
  

 
	
 (a)

 	
 each rate of interest; and

 
	
  

 	
  

 
	
 (b)

 	
 the duration of each Interest Period;

 
	
  

 	
  

 
	
  

 	
 as soon as reasonably practicable after each is determined.

 
	
  

 	
  

 
	
 5.5

 	
 Market disruption.
 The following provisions of this Clause 5 apply if:

 
	
  

 	
  

 
	
 (a)

 	
 at least 1 Business Day before the start of an Interest Period,
 Lenders having Contributions together amounting to more than 50 per cent. of
 the Loan (or, if the Loan has not been made, Commitments amounting to more
 than 50 per cent. of the Total Commitments) notify the Agent that LIBOR fixed
 by the Agent would not accurately reflect the cost to those Lenders of
 funding their respective Contributions (or any part of them) during the
 Interest Period in the London Interbank Market at or about 11.00 a.m. (London
 time) on the Quotation Date for the Interest Period; or

 
	
  

 	
  

 
	
 (b)

 	
 at least 1 Business Day before the start of an Interest Period, the
 Agent is notified by a Lender (the “Affected Lender”)that for any reason it is
 unable to obtain Dollars in the London Interbank Market in order to fund its
 Contribution (or any part of it) during the Interest Period.

 
	
  

 	
  

 
	
 5.6

 	
 Notification of
 market disruption. The Agent shall promptly notify
 the Borrower and each of the Lenders stating the circumstances falling within
 Clause 5.5 which have caused its notice to be given.

 
	
  

 	
  

 
	
 5.7

 	
 Suspension of
 drawdown. If the Agent’s notice under
 Clause 5.6 is served before an Advance is made:

 
	
  

 	
  

 
	
 (a)

 	
 in a case falling within Clauses 5.5(a) or (b), the Lenders’
 obligations to make the Advance;

 
	
  

 	
  

 
	
 (b)

 	
 in a case falling within Clause 5.5(c), the Affected Lender’s
 obligation to participate in the Advance;

 
	
  

 	
  

 
	
  

 	
 shall be suspended while the circumstances referred to in the Agent’s
 notice continue.

 
	
  

 	
  

 
	
 5.8

 	
 Negotiation of
 alternative rate of interest. If the Agent’s notice
 under Clause 5.6 is served after an Advance is made, the Borrower, the
 Agent and the Lenders or (as the case may be) the Affected Lender shall use
 reasonable endeavours to agree, within the 30 days after the date on which
 the Agent serves its notice under Clause 5.6 (the “Negotiation Period”), an
 alternative interest rate or (as the case may be) an alternative basis for
 the Lenders or (as the case may be) the Affected Lender to fund or continue
 to fund their or its Contribution during the Interest Period concerned.

 


15









	
  

 	
  

 
	
 5.9

 	
 Application of
 agreed alternative rate of interest. Any alternative
 interest rate or an alternative basis which is agreed during the Negotiation
 Period shall take effect in accordance with the terms agreed.

 
	
  

 	
  

 
	
 5.10

 	
 Alternative rate of
 interest in absence of agreement. If an alternative
 interest rate or alternative basis is not agreed within the Negotiation
 Period, and the relevant circumstances are continuing at the end of the
 Negotiation Period, then the Agent shall, with the agreement of each Lender
 or (as the case may be) the Affected Lender, set an interest period and
 interest rate representing the cost of funding of the Lenders or (as the case
 may be) the Affected Lender in Dollars or in any available currency of their
 or its Contribution plus the Margin; and the procedure provided for by this
 Clause 5.10 shall be repeated if the relevant circumstances are
 continuing at the end of the interest period so set by the Agent.

 
	
  

 	
  

 
	
 5.11

 	
 Notice of
 prepayment. If the Borrower does not agree with an
 interest rate set by the Agent under Clause 5.10, the Borrower may give
 the Agent not less than 15 Business Days’ notice of its intention to prepay
 at the end of the interest period set by the Agent.

 
	
  

 	
  

 
	
 5.12

 	
 Prepayment;
 termination of Commitments. A notice under
 Clause 5.11 shall be irrevocable; the Agent shall promptly notify the
 Lenders or (as the case may require) the Affected Lender of the Borrower’s
 notice of intended prepayment; and:

 
	
  

 	
  

 
	
 (a)

 	
 on the date on which the Agent serves that notice, the Total
 Commitments or (as the case may require) the Commitment of the Affected
 Lender shall be cancelled; and

 
	
  

 	
  

 
	
 (b)

 	
 on the last Business Day of the interest period set by the Agent, the
 Borrower shall prepay (without premium or penalty) the Loan or, as the case
 may be, the Affected Lender’s Contribution, together with accrued interest
 thereon at the applicable rate plus the Margin.

 
	
  

 	
  

 
	
 5.13

 	
 Application of
 prepayment. The provisions of Clause 8 shall
 apply in relation to the prepayment.

 
	
  

 	
  

 
	
 6

 	
 INTEREST PERIODS

 
	
  

 	
  

 
	
 6.1

 	
 Commencement of
 Interest Periods. The first Interest Period
 applicable to an Advance shall commence on the Drawdown Date and each
 subsequent Interest Period shall commence on the expiry of the preceding
 Interest Period.

 
	
  

 	
  

 
	
 6.2

 	
 Duration of normal
 Interest Periods. Subject to Clauses 6.3 and
 6.4, each Interest Period shall be:

 
	
  

 	
  

 
	
 (a)

 	
 1, 2, 3, 6 or 12 months as notified by the Borrower to the Agent not
 later than 11.00 a.m. (Copenhagen time), 3 Business Days before the
 commencement of such Interest Period (other than in the case of the first
 Interest Period which shall be notified to the Agent not later than 11.00
 a.m. (Copenhagen time) on the date of the commencement of that Interest
 Period); or

 
	
  

 	
  

 
	
 (b)

 	
 in the case of the first Interest Period applicable to the second and
 any subsequent Advance, a period ending on the last day of the Interest
 Period applicable to the first Advance then current, whereupon all of the
 Advances shall be consolidated and treated as a single Advance;

 
	
  

 	
  

 
	
 (c)

 	
 3 months, if the Borrower fails to notify the Agent by the time
 specified in paragraph (a); or

 


16









	
  

 	
  

 	
  

 
	
 (d)

 	
 such other period as the Agent may, with the authorisation of the
 Majority Lenders, agree with the Borrower

 
	
  

 	
  

 	
  

 
	
  

 	
 Provided that no
 more than 3 1-month Interest Periods will be available to the Borrower in any
 12-month period (with the first such period commencing on the first Drawdown
 Date and each subsequent period commencing on each anniversary thereof).

 
	
  

 	
  

 
	
 6.3

 	
 Duration of
 Interest Periods for repayment instalments. In
 respect of an amount due to be repaid under Clause 8 on a particular
 Repayment Date, an Interest Period shall end on that Repayment Date.

 
	
  

 	
  

 
	
 6.4

 	
 Non-availability of
 matching deposits for Interest Period selected. If,
 after the Borrower has selected and the Lenders have agreed an Interest
 Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m.
 (Copenhagen time) on the third Business Day before the commencement of the
 Interest Period that it is not satisfied that deposits in Dollars for a
 period equal to the Interest Period will be available to it in the London
 Interbank Market when the Interest Period commences, the Interest Period
 shall be of 6 months.

 
	
  

 	
  

 
	
 7

 	
 DEFAULT INTEREST

 
	
  

 	
  

 	
  

 
	
 7.1

 	
 Payment of default
 interest on overdue amounts. The Borrower shall pay
 interest in accordance with the following provisions of this Clause 7 on
 any amount payable by the Borrower under any Finance Document which the
 Agent, the Security Trustee or the other designated payee does not receive on
 or before the relevant date, that is:

 
	
  

 	
  

 
	
 (a)

 	
 the date on which the Finance Documents provide that such amount is
 due for payment; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 if a Finance Document provides that such amount is payable on demand,
 the date on which the demand is served; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 if such amount has become immediately due and payable under
 Clause 18.4, the date on which it became immediately due and payable.

 
	
  

 	
  

 	
  

 
	
 7.2

 	
 Default rate of
 interest. Interest shall accrue on an overdue amount
 from (and including) the relevant date until the date of actual payment (as
 well after as before judgment) at the rate per annum determined by the Agent
 to be 2 per cent. above:

 
	
  

 	
  

 
	
 (a)

 	
 in the case of an overdue amount of principal, the higher of the
 rates set out at Clauses 7.3(a) and (b); or

 
	
  

 	
  

 
	
 (b)

 	
 in the case of any other overdue amount, the rate set out at
 Clause 7.3(b).

 
	
  

 	
  

 
	
 7.3

 	
 Calculation of
 default rate of interest. The rates referred to in
 Clause 7.2 are:

 
	
  

 	
  

 
	
 (a)

 	
 the rate applicable to the overdue principal amount immediately prior
 to the relevant date (but only for any unexpired part of any then current
 Interest Period);

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 the Margin plus, in respect of successive periods of any duration
 (including at call) up to 3 months which the Agent may select from time to
 time:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 LIBOR; or

 


17









	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 if the Agent determines that Dollar deposits for any such period are
 not being made available to a Lender or (as the case may be) Lenders by
 leading banks in the London Interbank Market in the ordinary course of
 business, a rate from time to time determined by the Agent by reference to
 the cost of funds to the Agent from such other sources as the Agent may from
 time to time determine.

 
	
  

 	
  

 	
  

 
	
 7.4

 	
 Notification of
 interest periods and default rates. The Agent shall
 promptly notify the Lenders and the Borrower of each interest rate determined
 by the Agent under Clause 7.3 and of each period selected by the Agent
 for the purposes of paragraph (b) of that Clause; but this shall not be
 taken to imply that the Borrower is liable to pay such interest only with
 effect from the date of the Agent’s notification.

 
	
  

 	
  

 
	
 7.5

 	
 Payment of accrued
 default interest. Subject to the other provisions of
 this Agreement, any interest due under this Clause shall be paid on the
 last day of the period by reference to which it was determined; and the
 payment shall be made to the Agent for the account of the Creditor Party to
 which the overdue amount is due.

 
	
  

 	
  

 
	
 7.6

 	
 Compounding of
 default interest. Any such interest which is not
 paid at the end of the period by reference to which it was determined shall
 thereupon be compounded.

 
	
  

 	
  

 
	
 8

 	
 REPAYMENT AND PREPAYMENT

 
	
  

 	
  

 
	
 8.1

 	
 Amount of repayment
 instalments. The Borrower shall repay the Loan by:

 
	
  

 	
  

 
	
 (a)

 	
 40 consecutive quarterly instalments, the first 12 instalments of
 $2,812,913 each and the next 28 instalments of $2,062,913 each; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 a balloon instalment of $82,516,480 (the “Balloon Instalment”)

 
	
  

 	
  

 
	
  

 	
 Provided that if
 the aggregate amount of the Loan drawn down by the Borrower is less than
 $174,033,000, each repayment instalment and the Balloon Instalment shall be
 reduced pro rata by an amount in aggregate equal to such undrawn amount.

 
	
  

 	
  

 
	
 8.2

 	
 Repayment Dates.
 The first instalment shall be repaid on the date falling three months after
 the final Drawdown Date and the last instalment together with the Balloon
 Instalment on the date falling on the tenth anniversary of the final Drawdown
 Date.

 
	
  

 	
  

 
	
 8.3

 	
 Final Repayment
 Date. On the final Repayment Date, the Borrower
 shall additionally pay to the Agent for the account of the Creditor Parties
 all other sums then accrued or owing under any Finance Document.

 
	
  

 	
  

 
	
 8.4

 	
 Voluntary
 prepayment. Subject to the following conditions, the
 Borrower may prepay the whole or any part of the Loan on the last day of an
 Interest Period.

 
	
  

 	
  

 
	
 8.5

 	
 Conditions for voluntary
 prepayment. The conditions referred to in
 Clause 8.4 are that:

 
	
  

 	
  

 
	
 (a)

 	
 a partial prepayment shall be $1,000,000 or a multiple of $1,000,000;

 
	
  

 	
  

 
	
 (b)

 	
 the Agent has received from the Borrower at least 15 Business Days’
 prior written notice specifying the amount to be prepaid and the date on
 which the prepayment is to be made; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 the Borrower has provided evidence satisfactory to the Agent that any
 consent required by the Borrower or any Security Party in connection with the
 prepayment has been obtained and remains 

 


18









	
  

 	
  

 	
  

 
	
  

 	
 in force, and that any requirement relevant to this Agreement which
 affects the Borrower or any Security Party has been complied with.

 
	
  

 	
  

 	
  

 
	
 8.6

 	
 Effect of notice of
 prepayment. A prepayment notice may not be withdrawn
 or amended without the consent of the Agent, given with the authorisation of
 the Majority Lenders, and the amount specified in the prepayment notice shall
 become due and payable by the Borrower on the date for prepayment specified
 in the prepayment notice.

 
	
  

 	
  

 
	
 8.7

 	
 Notification of
 notice of prepayment. The Agent shall notify the
 Lenders promptly upon receiving a prepayment notice, and shall provide any
 Lender which so requests with a copy of any document delivered by the
 Borrower under Clause 8.5(c).

 
	
  

 	
  

 
	
 8.8

 	
 Mandatory
 prepayment. The Borrower shall be obliged to prepay
 the whole of the Loan:

 
	
  

 	
  

 
	
 (a)

 	
 if the Ship is sold, on or before the date on which the sale is
 completed by delivery of the Ship to the buyer; or

 
	
  

 	
  

 
	
 (b)

 	
 if the Ship becomes a Total Loss, on the earlier of the date falling
 180 days after the Total Loss Date and the date of receipt by the Security
 Trustee of the proceeds of insurance relating to such Total Loss; or

 
	
  

 	
  

 
	
 (c)

 	
 if any of the following occurs, on demand by the Agent (unless
 otherwise agreed):

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 any of the events specified in Article IX of the Shipbuilding
 Contract occurs; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Shipbuilding Contract is amended or varied without the prior
 written consent of the Majority Lenders except for any such amendment or
 variation as is permitted by this Agreement or any other relevant Finance
 Document; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the Ship has not for any reason been delivered to, and accepted by,
 the Borrower under the Shipbuilding Contract by the last day of the
 Availability Period; or

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 within 40 days (or such longer period as may be agreed by the Agent
 (acting upon the instructions of all the Lenders) following a request from
 the Borrower and subject to the Borrower having submitted promptly a valid
 demand under the Refund Guarantee) of the date on which either the
 Shipbuilding Contract or the Refund Guarantee is cancelled, terminated,
 rescinded or suspended or otherwise ceases to remain in force for any reason.

 
	
  

 	
  

 
	
 8.9

 	
 Amounts payable on
 prepayment. A prepayment shall be made together with
 accrued interest (and any other amount payable under Clause 20 or
 otherwise) in respect of the amount prepaid and, if the prepayment is not
 made on the last day of an Interest Period together with any sums payable
 under Clause 20.1(b) but without premium or penalty.

 
	
  

 	
  

 
	
 8.10

 	
 Application of
 partial prepayment. Each partial prepayment shall be
 applied against the repayment instalments specified in Clause 8.1 in
 inverse order of maturity.

 
	
  

 	
  

 
	
 8.11

 	
 No reborrowing.
 No amount prepaid may be reborrowed. 

 
	
  

 	
  

 
	
 9

 	
 CONDITIONS PRECEDENT

 
	
  

 	
  

 	
  

 
	
 9.1

 	
 Documents, fees and
 no default. Each Lender’s obligation to contribute
 to an Advance is subject to the following conditions precedent:

 


19











	
  

 	
  

 	
  

 
	
 (a)

 	
 that, on or before the service of the first Drawdown Notice, the
 Agent receives the documents described in Part A of Schedule 3 in form and
 substance satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 
	
 (b)

 	
 that, on or before the service of the first Drawdown Notice, the
 Agent receives the up-front fee referred to in Clause 19.1 and all
 accrued commitment fee payable pursuant to Clause 19.1; and

 
	
  

 	
  

 
	
 (c)

 	
 that, on or before the first Drawdown Date, the Agent receives the
 documents described in Part B of Schedule 3 in form and substance
 satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 that on or before the Drawdown Date in respect of the second Advance
 the Agent receives the documents described in Part C of Schedule 3 (other
 than the Approved Charter, a copy of which shall be delivered to the Agent no
 later than 5 Business Days prior to such Drawdown Date) in form and substance
 satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 that, on or before the final Drawdown Date, the Agent receives the
 documents described in Part D of Schedule 3 in form and substance
 satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 
	
 (f)

 	
 that both at the date of each Drawdown Notice and at each Drawdown
 Date:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 no Event of Default or Potential Event of Default has occurred and is
 continuing or would result from the borrowing of the Loan;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the representations and warranties in Clause 10.1 and those of
 the Borrower or any Security Party which are set out in the other Finance
 Documents would be true and not misleading if repeated on each of those dates
 with reference to the circumstances then existing unless, the Agent, acting
 on the instructions of the Majority Lenders, agrees to the contrary;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 none of the circumstances contemplated by Clause 5.5 has
 occurred and is continuing; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 there has been no material adverse change in the financial position,
 operation or circumstances of the Borrower or the Guarantor since the date of
 this Agreement;

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 that, if the ratio set out in Clause 15.1 were applied
 immediately following the making of the Advance, the Borrower would not be
 obliged to provide additional security or prepay part of the Loan under that
 Clause; and

 
	
  

 	
  

 
	
 (h)

 	
 that the Agent has received, and found to be acceptable to it, any
 further opinions, consents, agreements and documents in connection with the
 Finance Documents which the Agent may, with the authorisation of the Majority
 Lenders, request by notice to the Borrower prior to the Drawdown Date.

 
	
  

 	
  

 
	
 9.2

 	
 Waiver of
 conditions precedent. If the Majority Lenders, at
 their discretion, permit an Advance to be borrowed before certain of the
 conditions referred to in Clause 9.1 are satisfied, the Borrower shall
 ensure that those conditions are satisfied within 10 Business days after the
 Drawdown Date (or such longer period as the Agent may, with the authorisation
 of the Majority Lenders, specify).

 
	
  

 	
  

 
	
 10

 	
 REPRESENTATIONS AND WARRANTIES

 
	
  

 	
  

 	
  

 
	
 10.1

 	
 General.
 The Borrower represents and warrants to each Creditor Party as follows.

 


20









	
  

 	
  

 
	
 10.2

 	
 Status.
 The Borrower is duly incorporated and validly existing and in good standing
 under the laws of Bermuda.

 
	
  

 	
  

 
	
 10.3

 	
 Share capital and
 ownership. The Borrower has an authorised share capital
 of $12,000 divided into 12,000 registered shares of $1 each all of which
 shares have been issued fully paid, and the legal title and beneficial
 ownership of all those shares is held, free of any Security Interest or other
 claim, by the Shareholder.

 
	
  

 	
  

 
	
 10.4

 	
 Corporate power.
 The Borrower has the corporate capacity, and has taken all corporate action
 and obtained all consents necessary for it:

 
	
  

 	
  

 
	
 (a)

 	
 to execute the Novation Agreement and the Transfer Agreement, to
 purchase and pay for the Ship under the Shipbuilding Contract and the
 Transfer Agreement and register the Ship in its name under an Approved Flag;

 
	
  

 	
  

 
	
 (b)

 	
 to execute the Finance Documents to which the Borrower is a party;
 and

 
	
  

 	
  

 
	
 (c)

 	
 to borrow under this Agreement and to make all the payments
 contemplated by, and to comply with, those Finance Documents.

 
	
  

 	
  

 
	
 10.5

 	
 Consents in force.
 All the consents referred to in Clause 10.4 remain in force and nothing
 has occurred which makes any of them liable to revocation.

 
	
  

 	
  

 
	
 10.6

 	
 Legal validity;
 effective Security Interests. The Finance
 Documents to which the Borrower is a party, do now or, as the case may be,
 will, upon execution and delivery (and, where applicable, registration as
 provided for in the Finance Documents):

 
	
  

 	
  

 
	
 (a)

 	
 constitute the Borrower’s legal, valid and binding obligations
 enforceable against the Borrower in accordance with their respective terms;
 and

 
	
  

 	
  

 
	
 (b)

 	
 create legal, valid and binding Security Interests enforceable in
 accordance with their respective terms over all the assets to which they, by
 their terms, relate;

 
	
  

 	
  

 
	
  

 	
 subject to any relevant insolvency laws affecting creditors’ rights
 generally.

 
	
  

 	
  

 
	
 10.7

 	
 No third party
 Security Interests. Without limiting the generality
 of Clause 10.6, at the time of the execution and delivery of each
 Finance Document:

 
	
  

 	
  

 
	
 (a)

 	
 the Borrower will have the right to create all the Security Interests
 which that Finance Document purports to create; and

 
	
  

 	
  

 
	
 (b)

 	
 no third party will have any Security Interest or any other interest,
 right or claim over, in or in relation to any asset to which any such
 Security Interest, by its terms, relates.

 
	
  

 	
  

 
	
 10.8

 	
 No conflicts.
 The execution by the Borrower of each Finance Document, and the borrowing by
 the Borrower of the Loan, and its compliance with each Finance Document will
 not involve or lead to a contravention of:

 
	
  

 	
  

 
	
 (a)

 	
 any law or regulation; or

 
	
  

 	
  

 
	
 (b)

 	
 the constitutional documents of the Borrower; or

 
	
  

 	
  

 
	
 (c)

 	
 any contractual or other obligation or restriction which is binding
 on the Borrower or any of its assets.

 


21









	
  

 	
  

 
	
 10.9

 	
 No withholding
 taxes. All payments which the Borrower is liable to
 make under the Finance Documents may be made without deduction or withholding
 for or on account of any tax payable under any law of any Pertinent
 Jurisdiction.

 
	
  

 	
  

 
	
 10.10

 	
 No default.
 No Event of Default or Potential Event of Default has occurred and is
 continuing.

 
	
  

 	
  

 
	
 10.11

 	
 Information.
 All information which has been provided in writing by or on behalf of the
 Borrower or any Security Party to any Creditor Party in connection with any
 Finance Document satisfied the requirements of Clause 11.5; all audited
 and unaudited accounts which have been so provided satisfied the requirements
 of Clause 11.7; and there has been no material adverse change in the
 financial position or state of affairs of the Borrower from that disclosed in
 the latest of those accounts.

 
	
  

 	
  

 
	
 10.12

 	
 No litigation.
 No legal or administrative action involving the Borrower (including action
 relating to any alleged or actual breach of the ISM Code or the ISPS Code)
 has been commenced or taken or, to the Borrower’s knowledge, is likely to be
 commenced or taken which, in either case, would be likely to have a material
 adverse effect on the Borrower’s financial position or profitability.

 
	
  

 	
  

 
	
 10.13

 	
 Validity and
 completeness of Shipbuilding Contract, Transfer Agreement, Novation Agreement
 and Refund Guarantee. Each of the Shipbuilding
 Contract, the Transfer Agreement, the Novation Agreement and the Refund
 Guarantee constitute valid, binding and enforceable obligations of the
 parties thereto in accordance with its terms; and:

 
	
  

 	
  

 
	
 (a)

 	
 the copies of the Shipbuilding Contract, the Transfer Agreement, the
 Novation Agreement, and the Refund Guarantee delivered to the Agent before
 the date of this Agreement are true and complete copies or, in the case of
 the Refund Guarantee, original thereof; and

 
	
  

 	
  

 
	
 (b)

 	
 no amendments or additions to the Shipbuilding Contract, the Transfer
 Agreement, the Novation Agreement or the Refund Guarantee have been agreed
 nor has any party thereto waived any of their respective rights under any of
 them.

 
	
  

 	
  

 
	
 10.14

 	
 No rebates etc.
 Other than pursuant to the Transfer Agreement, there is no agreement or
 understanding to allow or pay any rebate, premium, commission, discount or
 other benefit or payment (howsoever described) to the Borrower, the Builder,
 the Original Buyer or a third party in connection with the purchase by the
 Borrower of the Ship, other than as disclosed to the Lenders in writing on or
 prior to the date of this Agreement.

 
	
  

 	
  

 
	
 10.15

 	
 Compliance with
 certain undertakings. At the date of this Agreement,
 the Borrower is in compliance with Clauses 11.2, 11.3, 11.4, 11.9 and
 11.13.

 
	
  

 	
  

 
	
 10.16

 	
 Taxes paid.
 The Borrower has paid all taxes applicable to, or imposed on or in relation
 to the Borrower, its business or the Ship.

 
	
  

 	
  

 
	
 10.17

 	
 ISM Code and ISPS
 Code compliance. All requirements of the ISM
 Code and the ISPS Code as they relate to the Borrower, the Approved Manager
 and the Ship have been complied with.

 
	
  

 	
  

 
	
 10.18

 	
 No money
 laundering. Without prejudice to the generality of
 Clause 2.3, in relation to the borrowing by the Borrower of the Loan,
 the performance and discharge of their respective obligations and liabilities
 under the Finance Documents, and the transactions and other arrangements
 affected or contemplated by the Finance Documents to which the Borrower is a
 party, the Borrower confirms (i) that it is acting for its own account; (ii)
 that it will use the proceeds of the Loan for its own benefit, under its full
 responsibility and exclusively for the purposes specified in this Agreement;
 and (iii) that the foregoing will not involve or lead to a 

 


22









	
  

 	
  

 	
  

 
	
  

 	
 contravention of any law, official requirement or other regulatory
 measure or procedure implemented to combat “money laundering” (as defined in
 Article 1 of Directive (91/308) EEC) of the Council of the European
 Communities).

 
	
  

 	
  

 
	
 11

 	
 GENERAL UNDERTAKINGS

 
	
  

 	
  

 
	
 11.1

 	
 General.
 The Borrower undertakes with each Creditor Party to comply with the following
 provisions of this Clause 11 at all times during the Security Period
 except as the Agent may, with the authorisation of the Majority Lenders,
 otherwise permit.

 
	
  

 	
  

 
	
 11.2

 	
 Title; negative
 pledge. The Borrower will:

 
	
  

 	
  

 
	
 (a)

 	
 hold the legal title to, and own the entire beneficial interest in
 the Ship, the Insurances and Earnings, free from all Security Interests and
 other interests and rights of every kind, except for those created by the
 Finance Documents and the effect of assignments contained in the Finance
 Documents; and

 
	
  

 	
  

 
	
 (b)

 	
 not create or permit to arise any Security Interest over any other
 asset, present or future. 

 
	
  

 	
  

 
	
 11.3

 	
 No disposal of
 assets. The Borrower will not transfer, lease or
 otherwise dispose of:

 
	
  

 	
  

 
	
 (a)

 	
 all or a substantial part of its assets, whether by one transaction
 or a number of transactions, whether related or not; or

 
	
  

 	
  

 
	
 (b)

 	
 any debt payable to it or any other right (present, future or
 contingent right) to receive a payment, including any right to damages or
 compensation.

 
	
  

 	
  

 
	
 11.4

 	
 No other
 liabilities or obligations to be incurred. The
 Borrower will not incur any liability or obligation except liabilities and
 obligations under the Shipbuilding Contract, the Transfer Agreement, the
 Novation Agreement and the Finance Documents and liabilities or obligations
 reasonably incurred in the ordinary course of operating and chartering the
 Ship.

 
	
  

 	
  

 
	
 11.5

 	
 Information
 provided to be accurate. All financial and other
 information which is provided in writing by or on behalf of the Borrower
 under or in connection with any Finance Document will be true and not
 misleading and will not omit any material fact or consideration.

 
	
  

 	
  

 
	
 11.6

 	
 Provision of
 financial statements. The Borrower will send to the
 Agent:

 
	
  

 	
  

 
	
 (a)

 	
 as soon as possible, but in no event later than 5 months after the
 end of each financial year of the Borrower, the audited consolidated accounts
 of the Borrower (commencing with the financial year ended 31 December 2007);

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 as soon as possible, but in no event later than 90 days after the end
 of each 6-month period ending on 30 June in each financial year of the
 Borrower:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 unaudited consolidated accounts of the Borrower (commencing with the
 accounts for the 6-month period ending on 30 June 2008) certified as to their
 correctness by any officer or director of the Borrower; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 (as from the first financial 6-month period falling after the
 Delivery Date) management accounts in a format approved by the Agent which
 show the results of the operation of the Ship during the preceding financial
 6-month period and which are certified as to their correctness by the chief
 financial officer of the Borrower;

 


23







	
  

 	
  

 
	
 (c)

 	
 as soon as possible, but in no event later than 3 months after the
 end of each financial year of the Borrower (commencing with the financial
 year in which the Delivery Date falls), a budget in a format approved by the
 Agent which shows all anticipated income and expenditure of the Ship during
 the next financial year of the Borrower. 

 






	
  

 	
  

 
	
 11.7

 	
 Form of financial statements. All accounts (audited and unaudited)
 delivered under Clause 11.6 will: 

 
	
  

 	
  

 
	
 (a)

 	
 be prepared in accordance with all applicable laws and GAAP
 consistently applied; 

 
	
  

 	
  

 
	
 (b)

 	
 give a true and fair view of the state of affairs of the Borrower and
 the Guarantor at the date of those accounts and of their profit for the
 period to which those accounts relate; and 

 
	
  

 	
  

 
	
 (c)

 	
 fully disclose or provide for all significant liabilities of the
 Borrower and the Guarantor. 

 






	
  

 	
  

 
	
 11.8

 	
 Creditor notices. The Borrower will send the Agent, at the
 same time as they are despatched, copies of all material communications which
 the Borrower is legally obliged to despatch to all of its creditors or any
 class of them. 

 
	
  

 	
  

 
	
 11.9

 	
 Consents. The Borrower will maintain in force and
 promptly obtain or renew, and will promptly send certified copies to the
 Agent of, all consents required: 

 
	
  

 	
  

 
	
 (a)

 	
 for the Borrower to perform its obligations under any Finance
 Document; 

 
	
  

 	
  

 
	
 (b)

 	
 for the validity or enforceability of any Finance Document; 

 
	
  

 	
  

 
	
 (c)

 	
 for the Borrower to continue to own and operate the Ship;

and the
 Borrower will comply with the terms of all such consents. 

 






	
  

 	
  

 
	
 11.10

 	
 Maintenance of Security Interests. The Borrower will: 

 
	
  

 	
  

 
	
 (a)

 	
 at its own cost, do all that it reasonably can to ensure that any
 Finance Document validly creates the obligations and the Security Interests
 which it purports to create; and 

 
	
  

 	
  

 
	
 (b)

 	
 without limiting the generality of paragraph (a), at its own cost,
 promptly register, file, record or enrol any Finance Document (to which it is
 a party) with any court or authority in all Pertinent Jurisdictions, pay any
 stamp, registration or similar tax in all Pertinent Jurisdictions in respect
 of any Finance Document, give any notice or take any other step which, in the
 opinion of the Majority Lenders, is or has become necessary or desirable for
 any Finance Document to be valid, enforceable or admissible in evidence or to
 ensure or protect the priority of any Security Interest which it creates. 

 






	
  

 	
  

 
	
 11.11

 	
 Notification of litigation. The Borrower will provide the Agent with
 details of any legal or administrative action involving the Borrower, any
 Security Party, the Approved Manager or the Ship, the Earnings or the
 Insurances as soon as such action is instituted or it becomes apparent to the
 Borrower that it is likely to be instituted, unless it is clear that the
 legal or administrative action cannot be considered material in the context
 of any Finance Document. 

 
	
  

 	
  

 
	
 11.12

 	
 No amendment to Shipbuilding Contract,
 Transfer Agreement or Refund Guarantee. The Borrower will not agree to any
 amendment or supplement to, or waive or fail to enforce, the Shipbuilding
 Contract, the Transfer Agreement or the Refund Guarantee or any of their
 respective provisions except as permitted by this Agreement and the other
 Finance Documents.

 


24









	
  

 	
  

 
	
 11.13

 	
 Principal place of business. The Borrower will maintain its place of business,
 and keep its corporate documents and records, at the address stated at the
 commencement of this Agreement; and the Borrower will not establish, or do
 anything as a result of which it would be deemed to have, a place of business
 in any country other than Bermuda. 

 
	
  

 	
  

 
	
 11.14

 	
 Confirmation of no default. The Borrower will, within 2 Business Days
 after service by the Agent of a written request, serve on the Agent a notice
 which is signed by 2 directors of the Borrower and which:

 
	
  

 	
  

 
	
 (a)

 	
 states that no Event of Default or Potential Event of Default has
 occurred; or 

 
	
  

 	
  

 
	
 (b)

 	
 states that no Event of Default or Potential Event of Default has
 occurred, except for a specified event or matter, of which all material
 details are given. 

 
	
  

 	
  

 
	
  

 	
 The Agent may serve requests under this Clause 11.14 from time to
 time but only if asked to do so by a Lender or Lenders having Contributions
 exceeding 10 per cent. of the Loan or (if the Loan has not been made)
 Commitments exceeding 10 per cent of the Total Commitments; and this Clause
 11.14 does not affect the Borrowers’ obligations under Clause 11.15.

 






	
  

 	
  

 
	
 11.15

 	
 Notification of default. The Borrower will notify the Agent as soon
 as the Borrower becomes aware of:

 
	
  

 	
  

 
	
 (a)

 	
 the occurrence of an Event of Default or a Potential Event of
 Default; or 

 
	
  

 	
  

 
	
 (b)

 	
 any matter which indicates that an Event of Default or a Potential
 Event of Default may have occurred;

and will keep the Agent fully up-to-date
 with all developments.

 






	
  

 	
  

 
	
 11.16

 	
 Provision of further information. The Borrower will, as soon as practicable
 after receiving the request, provide the Agent with any additional financial
 or other information relating:

 
	
  

 	
  

 
	
 (a)

 	
 to the Borrower, the Ship, the Earnings or the Insurances; or 

 
	
  

 	
  

 
	
 (b)

 	
 to any other matter relevant to, or to any provision of, a Finance
 Document, 

 
	
  

 	
  

 
	
  

 	
 which may be requested by the Agent, the Security Trustee or any
 Lender at any time.

 






	
  

 	
  

 
	
 11.17

 	
 Provision of copies and translation of
 documents.
 The Borrower will supply the Agent with a sufficient number of copies
 of the documents referred to above to provide 1 copy for each Creditor Party;
 and if the Agent so requires in respect of any of those documents, the
 Borrower will provide a certified English translation prepared by a
 translator approved by the Agent. 

 






	
  

 	
  

 
	
 11.18

 	
 “Know your customer” checks.
 If: 

 
	
  

 	
  

 
	
 (a)

 	
 the introduction of or any change in (or in the interpretation,
 administration or application of) any law or regulation made after the date
 of this Agreement; 

 
	
  

 	
  

 
	
 (b)

 	
 any change in the status of the Borrower or any Security Party
 (including, without limitation, a change in the composition of their
 shareholders) after the date of this Agreement; or 

 
	
  

 	
  

 
	
 (c)

 	
 a proposed assignment or transfer by a Lender of any of its rights
 and obligations under this Agreement to a party that is not a Lender prior to
 such assignment or transfer,

 


25









	
  

 	
  

 
	
  

 	
 obliges the Agent or any Lender (or, in the case of paragraph (c),
 any prospective new Lender) to comply with “know your customer” or similar
 identification procedures in circumstances where the necessary information is
 not already available to it, the Borrowers shall promptly upon the request of
 the Agent or the Lender concerned supply, or procure the supply of, such
 documentation and other evidence as is reasonably requested by the Agent (for
 itself or on behalf of any Lender) or the Lender concerned (for itself or, in
 the case of the event described in paragraph (c), on behalf of any
 prospective new Lender) in order for the Agent, the Lender concerned or, in
 the case of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it
 has complied with all necessary “know your customer” or other similar checks
 under all applicable laws and regulations pursuant to the transactions
 contemplated in the Finance Documents.

 






	
  

 	
  

 
	
 12

 	
 CORPORATE UNDERTAKINGS 

 
	
  

 	
  

 
	
 12.1

 	
 General. The Borrower also undertakes with each
 Creditor Party to comply with the following provisions of this Clause 12 at
 all times during the Security Period except as the Agent may, with the
 authorisation of the Majority Lenders, otherwise permit. 

 
	
  

 	
  

 
	
 12.2

 	
 Maintenance of status. The Borrower will maintain its separate
 corporate existence and remain in good standing under the laws of Bermuda. 

 






	
  

 	
  

 	
  

 
	
 12.3

 	
 Negative undertakings. The Borrower will not:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 carry on any
 business other than the ownership, chartering and operation of the Ship; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 effect any form of redemption, purchase or return of share capital;
 or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 provide any
 form of credit or financial assistance to:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 a person who is directly or indirectly interested in the Borrower’s
 share or loan capital; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any company in or with which such a person is directly or indirectly
 interested or connected; 

 
	
  

 	
  

 	
  

 
	
  

 	
 or enter into any transaction with or involving such a person or
 company on terms which are, in any respect, less favourable to the Borrower
 than those which it could obtain in a bargain made at arms’ length;

 
	
  

 	
  

 
	
 (d)

 	
 issue, allot or grant any person a right to any shares in its capital
 or repurchase or reduce its issued share capital; 

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 acquire any shares or other securities other than US or UK Treasury
 bills and certificates of deposit issued by major North American or European
 banks, or enter into any transaction in a derivative; 

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 enter into any form of amalgamation, merger or de-merger or any form
 of reconstruction or reorganisation; 

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 incur any Financial Indebtedness other than as contemplated by this
 Agreement; or 

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 agree to purchase any vessel other than the Ship. 

 






	
  

 	
  

 
	
 12.4

 	
 Share Ownership. The Borrower shall ensure and procure that
 all the shares issued by it are owned directly or indirectly by the
 Shareholder. 

 


26









	
  

 	
  

 
	
 13

 	
 INSURANCE 

 
	
  

 	
  

 
	
 13.1

 	
 General. The Borrower also undertakes with each
 Creditor Party to comply with the following provisions of this Clause 13 at
 all times during the Security Period (after the Delivery Date) except as the
 Agent may, with the authorisation of the Majority Lenders, otherwise permit. 

 
	
  

 	
  

 
	
 13.2

 	
 Maintenance of obligatory insurances. The Borrower shall keep the Ship insured
 at the expense of the Borrower against: 

 
	
  

 	
  

 
	
 (a)

 	
 fire and usual marine risks (including hull and machinery and excess
 risks);

 
	
  

 	
  

 
	
 (b)

 	
 war risks (including blocking and trapping);

 
	
  

 	
  

 
	
 (c)

 	
 protection and indemnity risks; and 

 
	
  

 	
  

 
	
 (d)

 	
 any other risks against which the Security Trustee considers, having
 regard to practices and other circumstances prevailing at the relevant time,
 it would in the opinion of the Security Trustee be reasonable for the Borrower
 to insure and which are specified by the Security Trustee by notice to the
 Borrower. 

 






	
  

 	
  

 
	
 13.3

 	
 Terms of obligatory insurances. The Borrower shall effect such insurances:

 
	
  

 	
  

 
	
 (a)

 	
 in Dollars; 

 
	
  

 	
  

 
	
 (b)

 	
 in the case of fire and usual marine risks and war risks, in an
 amount on an agreed value basis at least the greater of (i) 120 per cent. of
 the Loan and (ii) the market value of the Ship; and 

 
	
  

 	
  

 
	
 (c)

 	
 in the case of oil pollution liability risks, for an aggregate amount
 equal to the highest level of cover from time to time available under basic
 protection and indemnity club entry and in the international marine insurance
 market (currently $1,000,000,000); 

 
	
  

 	
  

 
	
 (d)

 	
 in relation to protection and indemnity risks in respect of the
 Ship’s full tonnage; 

 
	
  

 	
  

 
	
 (e)

 	
 on approved terms; and 

 
	
  

 	
  

 
	
 (f)

 	
 through approved brokers and with approved insurance companies and/or
 underwriters or, in the case of war risks and protection and indemnity risks,
 in approved war risks and
 protection and indemnity risks associations. 

 






	
  

 	
  

 
	
 13.4

 	
 Further protections for the Creditor
 Parties. In
 addition to the terms set out in Clause 13.3, the Borrower shall procure that
 the obligatory insurances shall: 

 
	
  

 	
  

 
	
 (a)

 	
 whenever the Security Trustee requires, name (or be amended to name)
 the Security Trustee as additional named assured for its rights and
 interests, warranted no operational interest and with full waiver of rights
 of subrogation against the Security Trustee, but without the Security Trustee
 thereby being liable to pay (but having the right to pay) premiums, calls or
 other assessments in respect of such insurance; 

 
	
  

 	
  

 
	
 (b)

 	
 name the Security Trustee as loss payee with such directions for
 payment as the Security Trustee may specify; 

 
	
  

 	
  

 
	
 (c)

 	
 provide that all payments by or on behalf of the insurers under the
 obligatory insurances to the Security Trustee shall be made without set-off,
 counterclaim or deductions or condition whatsoever; 

 


27









	
  

 	
  

 
	
 (d)

 	
 provide that such obligatory insurances shall be primary without
 right of contribution from other insurances which may be carried by the
 Security Trustee or any other Creditor Party; and 

 
	
  

 	
  

 
	
 (e)

 	
 provide that the Security Trustee may make proof of loss if the
 Borrower fails to do so. 

 






	
  

 	
  

 	
  

 
	
 13.5

 	
 Renewal of obligatory insurances. The Borrower shall: 

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 at least 21
 days before the expiry of any obligatory insurance: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 notify the Security Trustee of the brokers (or other insurers) and
 any protection and indemnity or war risks association through or with whom
 the Borrower proposes to renew that obligatory insurance and of the proposed
 terms of renewal; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 obtain the
 Security Trustee’s approval to the matters referred to in paragraph (i); 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 at least 14 days before the expiry of any obligatory insurance, renew
 that obligatory insurance in accordance with the Security Trustee’s approval
 pursuant to paragraph (a); and 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 procure that the approved brokers and/or the war risks and protection
 and indemnity associations with which such a renewal is effected shall promptly
 after the renewal notify the Security Trustee in writing of the terms and
 conditions of the renewal. 

 






	
  

 	
  

 
	
 13.6

 	
 Copies of policies; letters of undertaking. The Borrower shall ensure that all
 approved brokers provide the Security Trustee with pro forma copies of all
 policies relating to the obligatory insurances which they are to effect or
 renew and of a letter or letters or undertaking in a form required by the
 Security Trustee and including undertakings by the approved brokers that: 

 
	
  

 	
  

 
	
 (a)

 	
 they will have endorsed on each policy, immediately upon issue, a
 loss payable clause and a notice of assignment complying with the provisions
 of Clause 13.4; 

 
	
  

 	
  

 
	
 (b)

 	
 they will hold such policies, and the benefit of such insurances, to
 the order of the Security Trustee in accordance with the said loss payable
 clause; 

 
	
  

 	
  

 
	
 (c)

 	
 they will advise the Security Trustee immediately of any material
 change to the terms of the obligatory insurances; 

 
	
  

 	
  

 
	
 (d)

 	
 they will notify the Security Trustee, not less than 14 days before
 the expiry of the obligatory insurances, in the event of their not having
 received notice of renewal instructions from the Borrower or its agents and,
 in the event of their receiving instructions to renew, they will promptly
 notify the Security Trustee of the terms of the instructions; and 

 
	
  

 	
  

 
	
 (e)

 	
 they will not set off against any sum recoverable in respect of a
 claim relating to the Ship under such obligatory insurances any premiums or
 other amounts due to them or any other person whether in respect of the Ship
 or otherwise, they waive any lien on the policies, or any sums received under
 them, which they might have in respect of such premiums or other amounts, and
 they will not cancel such obligatory insurances by reason of non-payment of
 such premiums or other amounts, and will arrange for a separate policy to be
 issued in respect of the Ship forthwith upon being so requested by the
 Security Trustee. 

 






	
  

 	
  

 
	
 13.7

 	
 Copies of certificates of entry. The Borrower shall ensure that any
 protection and indemnity and/or war risks associations in which the Ship is
 entered provides the Security Trustee with: 

 
	
  

 	
  

 
	
 (a)

 	
 a certified copy of the certificate of entry for the Ship; 

 


28









	
  

 	
  

 
	
 (b)

 	
 a letter or letters of undertaking in such form as may be required by
 the Security Trustee; and 

 
	
  

 	
  

 
	
 (c)

 	
 a certified copy of each certificate of financial responsibility for
 pollution by oil or other Environmentally Sensitive Material issued by the
 relevant certifying authority in relation to the Ship. 

 






	
  

 	
  

 
	
 13.8

 	
 Deposit of original policies. The Borrower shall ensure that all
 policies relating to obligatory insurances are deposited with the approved
 brokers through which the insurances are effected or renewed. 

 
	
  

 	
  

 
	
 13.9

 	
 Payment of premiums. The Borrower shall punctually pay all premiums
 or other sums payable in respect of the obligatory insurances and produce all
 relevant receipts when so required by the Security Trustee. 

 
	
  

 	
  

 
	
 13.10

 	
 Guarantees. The Borrower shall ensure that any
 guarantees required by a protection and indemnity or war risks association
 are promptly issued and remain in full force and effect. 

 
	
  

 	
  

 
	
 13.11

 	
 Compliance with terms of insurances. The Borrower shall neither do nor omit to
 do (nor permit to be done or not to be done) any act or thing which would or
 might render any obligatory insurance invalid, void, voidable or
 unenforceable or render any sum payable under an obligatory insurance
 repayable in whole or in part; and, in particular: 

 
	
  

 	
  

 
	
 (a)

 	
 the Borrower shall take all necessary action and comply with all
 requirements which may from time to time be applicable to the obligatory
 insurances, and (without limiting the obligation contained in Clause 13.7(c))
 ensure that the obligatory insurances are not made subject to any exclusions
 or qualifications to which the Security Trustee has not given its prior
 approval; 

 
	
  

 	
  

 
	
 (b)

 	
 the Borrower shall not make any changes relating to the
 classification or classification society or manager or operator of the Ship
 approved by the underwriters of the obligatory insurances; 

 
	
  

 	
  

 
	
 (c)

 	
 the Borrower shall make (and promptly supply copies to the Agent of)
 all quarterly or other voyage declarations which may be required by the
 protection and indemnity risks association in which the Ship is entered to
 maintain cover for trading to the United States of America and Exclusive
 Economic Zone (as defined in the United States Oil Pollution Act 1990 or any
 other applicable legislation); and 

 
	
  

 	
  

 
	
 (d)

 	
 the Borrower shall not employ the Ship, nor allow it to be employed,
 otherwise than in conformity with the terms and conditions of the obligatory
 insurances, without first obtaining the consent of the insurers and complying
 with any requirements (as to extra premium or otherwise) which the insurers
 specify. 

 






	
  

 	
  

 
	
 13.12

 	
 Alteration to terms of insurances. The Borrower shall neither make or
 agree to any alteration to the terms of any obligatory insurance nor waive
 any right relating to any obligatory insurance. 

 
	
  

 	
  

 
	
 13.13

 	
 Settlement of claims. The Borrower shall not settle, compromise
 or abandon any claim under any obligatory insurance for Total Loss or for a
 Major Casualty, and shall do all things necessary and provide all documents,
 evidence and information to enable the Security Trustee to collect or recover
 any moneys which at any time become payable in respect of the obligatory
 insurances. 

 
	
  

 	
  

 
	
 13.14

 	
 Provision of information. In addition, the Borrower shall promptly
 provide the Security Trustee (or any persons which it may designate) with any
 information which the Security Trustee (or any such designated person)
 requests for the purpose of: 

 


29









	
  

 	
  

 
	
 (a)

 	
 obtaining or preparing any report from an independent marine
 insurance broker as to the adequacy of the obligatory insurances effected or
 proposed to be effected; and/or 

 
	
  

 	
  

 
	
 (b)

 	
 effecting, maintaining or renewing any such insurances as are
 referred to in Clause 13.15 or dealing with or considering any matters
 relating to any such insurances; 

 
	
  

 	
  

 
	
  

 	
 and the Borrower shall, forthwith upon demand, indemnify the Security
 Trustee in respect of all fees and other expenses incurred by or for the
 account of the Security Trustee in connection with any such report as is
 referred to in paragraph (a).

 






	
  

 	
  

 
	
 13.15

 	
 Mortgagee’s interest and additional perils
 insurances.
 The Security Trustee shall be entitled from time to time to effect,
 maintain and renew a mortgagee’s interest additional perils insurance and a
 mortgagee’s interest marine insurance in such amounts, on such terms, through
 such insurers and generally in such manner as the Security Trustee may from
 time to time consider appropriate and the Borrower shall upon demand fully
 indemnify the Security Trustee in respect of all premiums and other expenses
 which are incurred in connection with or with a view to effecting,
 maintaining or renewing any such insurance or dealing with, or considering,
 any matter arising out of any such insurance. 

 
	
  

 	
  

 
	
 14

 	
 SHIP COVENANTS 

 
	
  

 	
  

 
	
 14.1

 	
 General. The Borrower also undertakes with each
 Creditor Party to comply with the following provisions of this Clause 14 at
 all times during the Security Period (after the Ship has been delivered to it
 under the Shipbuilding Contract) except as the Agent, with the authorisation
 of the Majority Lenders, may otherwise permit. 

 
	
  

 	
  

 
	
 14.2

 	
 Ship’s name and registration. The Borrower shall keep the Ship registered
 in its name under the applicable Approved Flag; shall not do or allow to be
 done anything as a result of which such registration might be cancelled or
 imperilled; and shall not change the name or port of registry of the Ship. 

 
	
  

 	
  

 
	
 14.3

 	
 Repair and classification. The Borrower shall keep the Ship in a good
 and safe condition and state of repair: 

 
	
  

 	
  

 
	
 (a)

 	
 consistent with first-class ship ownership and management practice; 

 
	
  

 	
  

 
	
 (b)

 	
 so as to maintain the Ship’s class (namely +A1, (E), Liquified gas
 carrier, ship type 2G (Membrane tank, Maximum pressure 25 KpaG and minimum
 temperature -163°C), SH, SH-DLA, SHCM, RES, +AMS, +ACCU, SFA (40), NIBS,
 +APS, +ES, PORT, POT, CRC, DFD and UWILD) with American Bureau of Shipping
 free of all overdue recommendations and conditions of such Classification
 Society at American Bureau of Shipping free of overdue recommendations and
 conditions; and 

 
	
  

 	
  

 
	
 (c)

 	
 so as to comply with all laws and regulations applicable to vessels
 registered at ports in the applicable Approved Flag State or to vessels
 trading to any jurisdiction to which the Ship may trade from time to time,
 including but not limited to the ISM Code and the ISPS Code. 

 






	
  

 	
  

 
	
 14.4

 	
 Classification society undertaking. The Borrower shall instruct the
 classification society referred to in Clause 14.3 (and procure that the
 classification society undertakes with the Security Trustee): 

 


30









	
  

 	
  

 	
  

 
	
 (a)

 	
 to send to the Security Trustee, following receipt of a written
 request from the Security Trustee, certified true copies of all original
 class records held by the classification society in relation to the Ship; 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 to allow the Security Trustee (or its agents), at any time and from
 time to time, to inspect the original class and related records of the
 Borrower and the Ship at the offices of the classification society and to
 take copies of them; 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 to notify the Security Trustee immediately in writing if the
 classification society: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 receives notification from the Borrower or any person that the Ship’s
 classification society is to be changed; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 becomes aware of any facts or matters which may result in or have
 resulted in a change, suspension, discontinuance, withdrawal or expiry of the
 Ship’s class under the rules or terms and conditions of the Borrower’s or the
 Ship’s membership of the classification society; 

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 following receipt of a written request from the Security Trustee: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 to confirm that the Borrower is not in default of any of its
 contractual obligations or liabilities to the classification society and,
 without limiting the foregoing, that it has paid in full all fees or other
 charges due and payable to the classification society; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 if the Borrower is in default of any of its contractual obligations
 or liabilities to the classification society, to specify to the Security
 Trustee in reasonable detail the facts and circumstances of such default, the
 consequences of such default, and any remedy period agreed or allowed by the
 classification society. 

 





	
  

 	
  

 
	
 14.5

 	
 Modification. The Borrower shall not make any
 modification or repairs to, or replacement of, the Ship or equipment
 installed on it which would or might materially alter the structure, type or
 performance characteristics of the Ship which would materially reduce its
 value. 

 
	
  

 	
  

 
	
 14.6

 	
 Removal of parts. The Borrower shall not remove any material
 part of the Ship, or any item of equipment installed on, the Ship unless the
 part or item so removed is forthwith replaced by a suitable part or item
 which is in the same condition as or better condition than the part or item
 removed, is free from any Security Interest or any right in favour of any
 person other than the Security Trustee and becomes on installation on the
 Ship the property of the Borrower and subject to the security constituted by
 the Mortgage Provided that the
 Borrower may install equipment owned by a third party if the equipment can be
 removed without any risk of damage to the Ship. 

 
	
  

 	
  

 
	
 14.7

 	
 Surveys. The Borrower shall submit the Ship
 regularly to all periodical or other surveys which may be required for
 classification purposes and, if so required by the Security Trustee provide
 the Security Trustee, with copies of all survey reports. 

 
	
  

 	
  

 
	
 14.8

 	
 Inspection. The Borrower shall permit the Security
 Trustee (by surveyors or other persons appointed by it for that purpose) to
 board the Ship at all reasonable times (without interfering with the Ship’s
 operations) to inspect its condition or to satisfy themselves about proposed
 or executed repairs and shall afford all proper facilities for such
 inspections. 

 
	
  

 	
  

 
	
 14.9

 	
 Prevention of and release from arrest. The Borrower shall promptly discharge: 

 


31









	
  

 	
  

 
	
 (a)

 	
 all liabilities which give or may give rise to maritime or possessory
 liens on or claims enforceable against the Ship, the Earnings or the
 Insurances; 

 
	
  

 	
  

 
	
 (b)

 	
 all taxes, dues and other amounts charged in respect of the Ship, the
 Earnings or the Insurances; and 

 
	
  

 	
  

 
	
 (c)

 	
 all other outgoings whatsoever in respect of the Ship, the Earnings
 or the Insurances; 

 
	
  

 	
  

 
	
  

 	
 and, forthwith upon receiving notice of the arrest of the Ship, or of
 its detention in exercise or purported exercise of any lien or claim, the
 Borrower shall procure its release by providing bail or otherwise as the
 circumstances may require.

 






	
  

 	
  

 
	
 14.10

 	
 Compliance with laws etc. The Borrower shall: 

 
	
  

 	
  

 
	
 (a)

 	
 comply, or procure compliance with the ISM Code, the ISPS Code, all
 Environmental Laws and all other laws or regulations relating to the Ship,
 its ownership, operation and management or to the business of the Borrower; 

 
	
  

 	
  

 
	
 (b)

 	
 not employ the Ship nor allow its employment in any manner contrary
 to any law or regulation in any relevant jurisdiction including but not
 limited to the ISM Code and the ISPS Code; and 

 
	
  

 	
  

 
	
 (c)

 	
 in the event of hostilities in any part of the world (whether war is
 declared or not), not cause or permit it to enter or trade to any zone which
 is declared a war zone by any government or by the Ship’s war risks insurers
 unless the prior written consent of the Security Trustee has been given and
 the Borrower has (at its expense) effected any special, additional or
 modified insurance cover which the Security Trustee may require. 

 






	
  

 	
  

 
	
 14.11

 	
 Provision of information. The Borrower shall promptly provide the
 Security Trustee with any information which, in the opinion of the Security
 Trustee, it reasonably requests regarding: 

 
	
  

 	
  

 
	
 (a)

 	
 the Ship, its employment, position and engagements; 

 
	
  

 	
  

 
	
 (b)

 	
 the Earnings and payments and amounts due to the Ship’s master and
 crew; 

 
	
  

 	
  

 
	
 (c)

 	
 any expenses incurred, or likely to be incurred, in connection with
 the operation, maintenance or repair of the Ship and any payments made in
 respect of the Ship; 

 
	
  

 	
  

 
	
 (d)

 	
 any towages
 and salvages; 

 
	
  

 	
  

 
	
 (e)

 	
 the Borrower’s, the
 Approved Manager’s or the Ship’s compliance with the ISM Code and the ISPS
 Code, 

 
	
  

 	
  

 
	
  

 	
 and, upon the Security Trustee’s request, provide copies of any
 current charter relating to the Ship and of any current charter guarantee (if
 available), and copies of the Borrower’s or the Approved Manager’s Document of
 Compliance.

 






	
  

 	
  

 
	
 14.12

 	
 Notification of certain events. The Borrower shall promptly notify the
 Security Trustee by fax, confirmed forthwith by letter, of:

 
	
  

 	
  

 
	
 (a)

 	
 any casualty which is or is likely to be or to become a Major
 Casualty; 

 
	
  

 	
  

 
	
 (b)

 	
 any occurrence as a result of which the Ship has become or is, by the
 passing of time or otherwise, likely to become a Total Loss; 

 


32









	
  

 	
  

 
	
 (c)

 	
 any requirement or recommendation made by any insurer or
 classification society or by any competent authority which is not promptly
 complied with; 

 
	
  

 	
  

 
	
 (d)

 	
 any arrest or detention of the Ship, any exercise or purported
 exercise of any lien on the Ship or its Earnings or any requisition of the
 Ship for hire; 

 
	
  

 	
  

 
	
 (e)

 	
 any intended dry docking of the Ship; 

 
	
  

 	
  

 
	
 (f)

 	
 any Environmental Claim made against the Borrower or in connection
 with the Ship, or any Environmental Incident; 

 
	
  

 	
  

 
	
 (g)

 	
 any claim for breach of the ISM Code or the ISPS Code being made
 against the Borrower, the Approved Manager or otherwise in connection with
 the Ship; or 

 
	
  

 	
  

 
	
 (h)

 	
 any other matter, event or incident, actual or threatened, the effect
 of which will or could lead to the ISM Code or the ISPS Code not being
 complied with; 

 
	
  

 	
  

 
	
  

 	
 and the Borrower shall keep the Security Trustee advised in writing
 on a regular basis and in such detail as the Security Trustee shall require
 of the Borrower’s, the Approved Manager’s or any other person’s response to
 any of those events or matters.

 






	
  

 	
  

 
	
 14.13

 	
 Restrictions on chartering, appointment of
 managers etc.
 The Borrower shall not:

 
	
  

 	
  

 
	
 (a)

 	
 let the Ship on demise charter for any period; 

 
	
  

 	
  

 
	
 (b)

 	
 save and except for the Approved Charter, enter into any time or
 consecutive voyage charter in respect of the Ship for a term which exceeds,
 or which by virtue of any optional extensions may exceed, 13 months; 

 
	
  

 	
  

 
	
 (c)

 	
 enter into any charter in relation to the Ship under which more than
 2 months’ hire (or the equivalent) is payable in advance; 

 
	
  

 	
  

 
	
 (d)

 	
 charter the Ship otherwise than on bona fide arm’s length terms at
 the time when the Ship is fixed; 

 
	
  

 	
  

 
	
 (e)

 	
 appoint a manager of the Ship other than the Approved Manager or
 agree to any material alteration to the terms of the Approved Manager’s
 appointment; 

 
	
  

 	
  

 
	
 (f)

 	
 de-activate or lay up the Ship; or 

 
	
  

 	
  

 
	
 (g)

 	
 put the Ship into the possession of any person for the purpose of
 work being done upon it in an amount exceeding or likely to exceed $1,000,000
 (or the equivalent in any other currency) unless either (i) that person has
 first given to the Security Trustee and in terms satisfactory to it a written
 undertaking not to exercise any lien on the Ship or its Earnings for the cost
 of such work or for any other reason or (ii) the Borrower has established to
 the reasonable satisfaction of the Security Trustee that it has sufficient
 reserves to pay for the cost of such work. 

 






	
  

 	
  

 
	
 14.14

 	
 Notice of Mortgage. The Borrower shall keep the Mortgage
 registered against the Ship as a valid first priority mortgage, carry on
 board the Ship a certified copy of the Mortgage and place and maintain in a
 conspicuous place in the navigation room and the Master’s cabin of the Ship a
 framed printed notice stating that the Ship is mortgaged by the Borrower to
 the Security Trustee. 

 
	
  

 	
  

 
	
 14.15

 	
 Sharing of Earnings. The Borrower shall not enter into any
 agreement or arrangement for the sharing of any Earnings without prior
 consultations with the Agent. 

 


33









	
  

 	
  

 
	
 14.16

 	
 ISPS Code.
 The Borrower shall comply with the ISPS Code and in particular,
 without limitation, shall: 

 
	
  

 	
  

 
	
 (a)

 	
 procure that the Ship owned by it and the company responsible for
 that Ship’s compliance with the ISPS Code comply with the ISPS Code; and 

 
	
  

 	
  

 
	
 (b)

 	
 maintain for
 the Ship an ISSC; and 

 
	
  

 	
  

 
	
 (c)

 	
 notify the Agent immediately in writing of any actual or threatened
 withdrawal, suspension, cancellation or modification of the ISSC. 

 






	
  

 	
  

 
	
 15

 	
 SECURITY COVER 

 
	
  

 	
  

 
	
 15.1

 	
 Minimum required security cover. Clause 15.2 applies if (after the Ship has
 been delivered to it under the Shipbuilding Contract) the Agent notifies the
 Borrower that:

 
	
  

 	
  

 
	
 (a)

 	
 the market
 value (determined as provided in Clause 15.3) of the Ship; plus 

 
	
  

 	
  

 
	
 (b)

 	
 the net
 realisable value of any additional security previously provided under this
 Clause 15; 

 
	
  

 	
  

 
	
  

 	
 is below 110 per cent. of the Loan, any interest which has accrued on
 the Loan at the time the Agent applies the test in this Clause 15.1 and any
 amount which would be payable under Clause 20.1(b) if, at the time the Agent
 applies the test in this Clause 15.1, the Borrower was required to prepay the
 Loan on that date.

 






	
  

 	
  

 
	
 15.2

 	
 Provision of additional security; prepayment. If the Agent serves a notice on the
 Borrower under Clause 15.1, the Borrower shall, within 1 month after the date
 on which the Agent’s notice is served, either:

 
	
  

 	
  

 
	
 (a)

 	
 provide, or
 ensure that a third party provides, additional security which, in the
 reasonable opinion of the Majority Lenders, has a net realisable value at
 least equal to the shortfall and is documented in such terms as the Agent
 may, with the authorisation of the Majority Lenders, approve or require; or 

 
	
  

 	
  

 
	
 (b)

 	
 prepay such
 part (at least) of the Loan as will eliminate the shortfall. 

 






	
  

 	
  

 
	
 15.3

 	
 Valuation of Ship. The market value of the Ship at any date
 is that shown by a valuation prepared:

 
	
  

 	
  

 
	
 (a)

 	
 as at a date not more than 14 days previously; 

 
	
  

 	
  

 
	
 (b)

 	
 by an independent sale and purchase shipbroker speciliasing in the
 LNG sector from the list of shipbrokers referred to in Schedule 5; 

 
	
  

 	
  

 
	
 (c)

 	
 with or without physical inspection of the Ship (as the Agent may
 require); 

 
	
  

 	
  

 
	
 (d)

 	
 on the basis of a sale for prompt delivery for cash on normal arm’s
 length commercial terms as between a willing seller and a willing buyer, free
 of any existing charter or other contract of employment; 

 
	
  

 	
  

 
	
 (e)

 	
 after deducting the estimated amount of the usual and reasonable
 expenses which would be incurred in connection with the sale. 

 


34









	
  

 	
  

 
	
 15.4

 	
 Value of additional vessel security. The net realisable value of any additional
 security which is provided under Clause 15.2 and which consists of a Security
 Interest over a vessel shall be that shown by a valuation complying with the
 requirements of Clause 15.3. 

 
	
  

 	
  

 
	
 15.5

 	
 Valuations binding. Any valuation under Clause 15.2, 15.3 or
 15.4 shall be binding and conclusive as regards the Borrower, as shall be any
 valuation which the Majority Lenders make of any additional security which
 does not consist of or include a Security Interest. 

 
	
  

 	
  

 
	
 15.6

 	
 Provision of information. The Borrower shall promptly provide the
 Agent and any shipbroker or expert acting under Clause 15.3 or 15.4 with any
 information which the Agent or the shipbroker or expert may request for the
 purposes of the valuation; and, if the Borrower fails to provide the
 information by the date specified in the request, the valuation may be made
 on any basis and assumptions which the shipbroker or the Majority Lenders (or
 the expert appointed by them) consider prudent. 

 
	
  

 	
  

 
	
 15.7

 	
 Payment of valuation expenses. Without prejudice to the generality of the
 Borrower’s obligations under Clauses 19.2, 19.3 and 20.3, the Borrower shall,
 on demand, pay the Agent the amount of the fees and expenses of any
 shipbroker or expert instructed by the Agent under this Clause and all legal
 and other expenses incurred by any Creditor Party in connection with any
 matter arising out of this Clause. Provided that as long as no Event of
 Default shall have occurred, the Borrower shall not be obliged to pay any
 such fees and expenses in respect of more than two valuations of the Ship in
 any calendar year. 

 
	
  

 	
  

 
	
 15.8

 	
 Application of prepayment. Clause 8 shall apply in relation to any
 prepayment pursuant to Clause 15.2(b).

 






	
  

 	
  

 
	
 16

 	
 PAYMENTS AND CALCULATIONS 

 
	
  

 	
  

 
	
 16.1

 	
 Currency and method of payments. All payments to be made by the Lenders or
 by the Borrower under a Finance Document shall be made to the Agent or to the
 Security Trustee, in the case of an amount payable to it:

 
	
  

 	
  

 
	
 (a)

 	
 by not later than 11.00 a.m. (New York City time) on the due date; 

 
	
  

 	
  

 
	
 (b)

 	
 in same day Dollar funds settled through the New York Clearing House
 Interbank Payments System (or in such other Dollar funds and/or settled in
 such other manner as the Agent shall specify as being customary at the time
 for the settlement of international transactions of the type contemplated by
 this Agreement); 

 
	
  

 	
  

 
	
 (c)

 	
 in the case of an amount payable by a Lender to the Agent or by the
 Borrower to the Agent or any Lender, to the account of the Agent at Nordea
 Bank Finland Plc, New York Branch (SWIFT:
 NDEAUS3N) (Account No 7443423001), or to such other account with such
 other bank as the Agent may from time to time notify to the Borrower and the
 other Creditor Parties; and 

 
	
  

 	
  

 
	
 (d)

 	
 in the case of an amount payable to the Security Trustee, to such
 account as it may from time to time notify to the Borrower and the other
 Creditor Parties. 

 






	
  

 	
  

 
	
 16.2

 	
 Payment on non-Business Day. If any payment by the Borrower under a
 Finance Document would otherwise fall due on a day which is not a Business
 Day: 

 
	
  

 	
  

 
	
 (a)

 	
 the due date shall be extended to the next succeeding Business Day;
 or 

 


35









	
  

 	
  

 
	
 (b)

 	
 if the next succeeding Business Day falls in the next calendar month,
 the due date shall be brought forward to the immediately preceding Business
 Day; 

 
	
  

 	
  

 
	
 and interest shall be payable during any extension under paragraph
 (a) at the rate payable on the original due date.

 






	
  

 	
  

 
	
 16.3

 	
 Basis for calculation of periodic payments. All interest and commitment fee and any
 other payments under any Finance Document which are of an annual or periodic
 nature shall accrue from day to day and shall be calculated on the basis of
 the actual number of days elapsed and a 360 day year. 

 
	
  

 	
  

 
	
 16.4

 	
 Distribution of payments to Creditor
 Parties.
 Subject to Clauses 16.5, 16.6 and 16.7: 

 
	
  

 	
  

 
	
 (a)

 	
 any amount received by the Agent under a Finance Document for
 distribution or remittance to a Lender or the Security Trustee shall be made
 available by the Agent to that Lender or, as the case may be, the Security
 Trustee by payment, with funds having the same value as the funds received,
 to such account as the Lender or the Security Trustee may have notified to
 the Agent not less than 5 Business Days previously; and 

 
	
  

 	
  

 
	
 (b)

 	
 amounts to be applied in satisfying amounts of a particular category
 which are due to the Lenders generally shall be distributed by the Agent to
 each Lender pro rata to the amount in that category which is due to it. 

 






	
  

 	
  

 
	
 16.5

 	
 Permitted deductions by Agent. Notwithstanding any other provision of
 this Agreement or any other Finance Document, the Agent may, before making an
 amount available to a Lender, deduct and withhold from that amount any sum
 which is then due and payable to the Agent from that Lender under any Finance
 Document or any sum which the Agent is then entitled under any Finance
 Document to require that Lender to pay on demand. 

 
	
  

 	
  

 
	
 16.6

 	
 Agent only obliged to pay when monies received. Notwithstanding any other provision of
 this Agreement or any other Finance Document, the Agent shall not be obliged
 to make available to the Borrower or any Lender any sum which the Agent is
 expecting to receive for remittance or distribution to the Borrower or that
 Lender until the Agent has satisfied itself that it has received that sum.

 
	
  

 	
  

 
	
 16.7

 	
 Refund to Agent of monies not received. If and to the extent that the Agent makes
 available a sum to the Borrower or a Lender, without first having received
 that sum, the Borrower or (as the case may be) the Lender concerned shall, on
 demand: 

 
	
  

 	
  

 
	
 (a)

 	
 refund the sum in full to the Agent; and 

 
	
  

 	
  

 
	
 (b)

 	
 pay to the Agent the amount (as certified by the Agent) which will
 indemnify the Agent against any funding or other loss, liability or expense
 incurred by the Agent as a result of making the sum available before
 receiving it. 

 






	
  

 	
  

 
	
 16.8

 	
 Agent may assume receipt. Clause 16.7 shall not affect any claim
 which the Agent has under the law of restitution, and applies irrespective of
 whether the Agent had any form of notice that it had not received the sum
 which it made available. 

 
	
  

 	
  

 
	
 16.9

 	
 Creditor Party accounts. Each Creditor Party shall maintain
 accounts showing the amounts owing to it by the Borrower and each Security Party
 under the Finance Documents and all payments in respect of those amounts made
 by the Borrower and any Security Party. 

 


36









	
  

 	
  

 
	
 16.10

 	
 Agent’s memorandum account. The Agent shall maintain a memorandum
 account showing the amounts advanced by the Lenders and all other sums owing
 to the Agent, the Security Trustee and each Lender from the Borrower and each
 Security Party under the Finance Documents and all payments in respect of
 those amounts made by the Borrower and any Security Party. 

 
	
  

 	
  

 
	
 16.11

 	
 Accounts prima facie evidence. If any accounts maintained under Clauses
 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party
 to a Creditor Party, those accounts shall be prima facie evidence that that
 amount is owing to that Creditor Party. 

 
	
  

 	
  

 
	
 17

 	
 APPLICATION OF RECEIPTS 

 






	
  

 	
  

 
	
 17.1

 	
 Normal order of application. Except as any Finance Document may
 otherwise provide, any sums which are received or recovered by any Creditor
 Party under or by virtue of any Finance Document shall be applied:

 
	
  

 	
  

 
	
 (a)

 	
 FIRST: in or towards payment pro rata of any
 unpaid fees, costs and expenses of the Agent and the Security Trustee under
 the Finance Documents; 

 
	
  

 	
  

 
	
 (b)

 	
 SECONDLY: in or towards payment pro rata of any
 accrued interest or commission due but unpaid under this Agreement; 

 
	
  

 	
  

 
	
 (c)

 	
 THIRDLY: in or towards
 payment pro rata of any principal due but unpaid under this Agreement; 

 
	
  

 	
  

 
	
 (d)

 	
 FOURTHLY: in or towards
 payment pro rata of any other amounts due but unpaid under any Finance
 Document; 

 
	
  

 	
  

 
	
 (e)

 	
 FIFTHLY: in retention of an
 amount equal to any amount not then due and payable under any Finance
 Document but which the Agent, by notice to the Borrower, the Security Parties
 and the other Creditor Parties, states in its opinion will or may become due
 and payable in the future and, upon those amounts becoming due and payable,
 in or towards satisfaction of them in accordance with the provisions of
 Clause 17.1(a), 17.1(b), 17.1(c) and 17.1(d); and 

 
	
  

 	
  

 
	
 (f)

 	
 SIXTHLY: any surplus shall be
 paid to the Borrower or to any other person appearing to be entitled to it. 

 






	
  

 	
  

 
	
 17.2

 	
 Variation of order of application. The Agent may, with the authorisation of
 the Majority Lenders, by notice to the Borrower, the Security Parties and the
 other Creditor Parties provide for a different manner of application from
 that set out in Clause 17.1
 either as regards a specified sum or sums or as regards sums in a specified
 category or categories.

 
	
  

 	
  

 
	
 17.3

 	
 Notice of variation of order of
 application.
 The Agent may give notices under Clause 17.2 from time to time; and
 such a notice may be stated to apply not only to sums which may be received
 or recovered in the future, but also to any sum which has been received or
 recovered on or after the third Business Day before the date on which the notice
 is served. 

 
	
  

 	
  

 
	
 17.4

 	
 Appropriation rights overridden. This Clause 17 and any notice which the
 Agent gives under Clause 17.2 shall override any right of appropriation
 possessed, and any appropriation made, by the Borrower or any Security Party.

 
	
  

 	
  

 
	
 18

 	
 EVENTS OF DEFAULT 

 
	
  

 	
  

 
	
 18.1

 	
 Events of Default. An Event of Default occurs if: 

 


37









	
  

 	
  

 	
  

 
	
 (a)

 	
 the Borrower or any Security Party fails to pay when due or (if so
 payable) on demand any sum payable under a Finance Document or under any
 document relating to a Finance Document; or 

 
	
  

 	
  

 
	
 (b)

 	
 any breach occurs of Clause 9.2, 11.2, 11.3, 11.10, 11.13, 12.2,
 12.3, 12.4 or 15.1; or 

 
	
  

 	
  

 
	
 (c)

 	
 any breach by the Borrower or any Security Party occurs of any
 provision of a Finance Document (other than a breach covered by paragraphs
 (a) or (b)) which, in the opinion of the Majority Lenders, is capable of
 remedy, and such default continues unremedied 10 days after written notice
 from the Agent requesting action to remedy the same; or 

 
	
  

 	
  

 
	
 (d)

 	
 (subject to any applicable grace period specified in the Finance
 Document) any breach by the Borrower or any Security Party occurs of any
 provision of a Finance Document (other than a breach falling within
 paragraphs (a), (b) or (c)); or 

 
	
  

 	
  

 
	
 (e)

 	
 any representation, warranty or statement made or repeated by, or by
 an officer of, the Borrower or a Security Party in a Finance Document or in a
 Drawdown Notice or any other notice or document relating to a Finance
 Document is untrue or misleading when it is made or repeated; or 

 
	
  

 	
  

 
	
 (f)

 	
 any of the following occurs in relation to any Financial Indebtedness
 of a Relevant Person (which, in the case of the Guarantor, exceeds $5,000,000
 (or the equivalent in any other currency)): 

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 any
 Financial Indebtedness of a Relevant Person is not paid when due or, if so
 payable, on demand; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any Financial Indebtedness of a Relevant Person becomes due and
 payable or capable of being declared due and payable prior to its stated
 maturity date as a consequence of any event of default; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 a lease, hire purchase agreement or charter creating any Financial
 Indebtedness of a Relevant Person is terminated by the lessor or owner or
 becomes capable of being terminated as a consequence of any termination
 event; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 any overdraft, loan, note issuance, acceptance credit, letter of
 credit, guarantee, foreign exchange or other facility, or any swap or other
 derivative contract or transaction, relating to any Financial Indebtedness of
 a Relevant Person ceases to be available or becomes capable of being
 terminated as a result of any event of default, or cash cover is required, or
 becomes capable of being required, in respect of such a facility as a result
 of any event of default; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 any Security
 Interest securing any Financial Indebtedness of a Relevant Person becomes
 enforceable; or 

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 any of the
 following occurs in relation to a Relevant Person: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 a Relevant
 Person becomes, in the opinion of the Majority Lenders, unable to pay its
 debts as they fall due; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any assets
 of a Relevant Person are subject to any form of execution, attachment,
 arrest, sequestration or distress in respect of a sum of, or sums
 aggregating, $100,000 (or $5,000,000 in the case of the Guarantor) or more or
 the equivalent in another currency; or 

 


38









	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 any administrative or other receiver is appointed over any asset of a
 Relevant Person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 an administrator is appointed (whether by the court or otherwise) in
 respect of a Relevant Person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 any formal declaration of bankruptcy or any formal statement to the
 effect that a Relevant Person is insolvent or likely to become insolvent is
 made by a Relevant Person or by the directors of a Relevant Person or, in any
 proceedings, by a lawyer acting for a Relevant Person; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 a provisional liquidator is appointed in respect of a Relevant
 Person, a winding up order is made in relation to a Relevant Person or a
 winding up resolution is passed by a Relevant Person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 a resolution is passed, an administration notice is given or filed,
 an application or petition to a court is made or presented or any other step
 is taken by (aa) a Relevant Person, (bb) the members or directors of a
 Relevant Person, (cc) a holder of Security Interests which together relate to
 all or substantially all of the assets of a Relevant Person, or (dd) a
 government minister or public or regulatory authority of a Pertinent
 Jurisdiction for or with a view to the winding up of that or another Relevant
 Person or the appointment of a provisional liquidator or administrator in
 respect of that or another Relevant Person, or that or another Relevant
 Person ceasing or suspending business operations or payments to creditors,
 save that this paragraph does not apply to a fully solvent winding up of a
 Relevant Person other than the Borrower or the Guarantor which is, or is to
 be, effected for the purposes of an amalgamation or reconstruction previously
 approved by the Majority Lenders and effected not later than 3 months after
 the commencement of the winding up; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 an administration notice is given or filed, an application or
 petition to a court is made or presented or any other step is taken by a
 creditor of a Relevant Person (other than a holder of Security Interests
 which together relate to all or substantially all of the assets of a Relevant
 Person) for the winding up of a Relevant Person or the appointment of a
 provisional liquidator or administrator in respect of a Relevant Person in
 any Pertinent Jurisdiction, unless the proposed winding up, appointment of a
 provisional liquidator or administration is being contested in good faith, on
 substantial grounds and not with a view to some other insolvency law
 procedure being implemented instead and either (aa) the application or petition
 is dismissed or withdrawn within 30 days of being made or presented, or (bb)
 within 30 days of the administration notice being given or filed, or the
 other relevant steps being taken, other action is taken which will ensure
 that there will be no administration and (in both cases (aa) or (bb)) the
 Relevant Person will continue to carry on business in the ordinary way and
 without being the subject of any actual, interim or pending insolvency law
 procedure; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 a Relevant Person or its directors take any steps (whether by making
 or presenting an application or petition to a court, or submitting or
 presenting a document setting out a proposal or proposed terms, or otherwise)
 with a view to obtaining, in relation to that or another Relevant Person, any
 form of moratorium, suspension or deferral of payments, reorganisation of
 debt (or certain debt) or arrangement with all or a substantial proportion
 (by number or value) of creditors or of any class of them or any such
 moratorium, suspension or deferral of payments, reorganisation or arrangement
 is effected by court 

 


39










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 order, by the filing of documents with a court, by means of a contract or in any other way
 at all; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 any meeting of the members or directors, or of any committee of the board
 or senior management, of a Relevant Person is held or summoned for the
 purpose of considering a resolution or proposal to authorise or take any
 action of a type described in paragraphs (iv) to (ix) or a step preparatory
 to such action, or (with or without such a meeting) the members, directors or
 such a committee resolve or agree that such an action or step should be taken
 or should be taken if certain conditions materialise or fail to materialise;
 or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (xi)

 	
 in a Pertinent Jurisdiction other than England, any event occurs, any
 proceedings are opened or commenced or any step is taken which, in the
 opinion of the Majority Lenders is similar to any of the foregoing; or

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 the Borrower
 ceases or suspends carrying on its business or a part of its business which,
 in the opinion of the Majority Lenders, is material in the context of this
 Agreement; or 

 
	
  

 	
  

 
	
 (i)

 	
 it becomes unlawful in any Pertinent Jurisdiction or impossible: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 for the
 Borrower or any Security Party to discharge any liability under a Finance
 Document or to comply with any other obligation which the Majority Lenders
 consider material under a Finance Document; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 for the
 Agent, the Security Trustee or the Lenders to exercise or enforce any right
 under, or to enforce any Security Interest created by, a Finance Document; or
 

 
	
  

 	
  

 	
  

 
	
 (j)

 	
 any official consent necessary to enable the Borrower to own, operate
 or charter the Ship or to enable the Borrower or any Security Party to comply
 with any provision which the Majority Lenders consider material of a Finance
 Document, the Shipbuilding Contract, the Transfer Agreement or the Approved
 Charter is not granted, expires without being renewed, is revoked or becomes
 liable to revocation or any condition of such a consent is not fulfilled; or 

 
	
  

 	
  

 	
  

 
	
 (k)

 	
 without the
 prior consent of the Majority Lenders (i) a change has occurred after the
 date of this Agreement in the legal ownership of any of the shares in the
 Borrower or (ii) a Material Change has occurred; or 

 
	
  

 	
  

 
	
 (l)

 	
 any
 provision which the Majority Lenders consider material of a Finance Document
 proves to have been or becomes invalid or unenforceable, or a Security
 Interest created by a Finance Document proves to have been or becomes invalid
 or unenforceable or such a Security Interest proves to have ranked after, or
 loses its priority to, another Security Interest or any other third party
 claim or interest; or 

 
	
  

 	
  

 
	
 (m)

 	
 the security constituted by a Finance Document is in any way
 imperilled or in jeopardy; or

 
	
  

 	
  

 
	
 (n)

 	
 the Borrower has not entered into the Approved Charter at least five
 (5) days prior to the Drawdown Date of the second Advance; or 

 
	
  

 	
  

 
	
 (o)

 	
 the Approved Charter is terminated before the end of the third year
 from the Delivery Date, becomes invalid or unenforceable or otherwise ceases
 to be in full force and effect for any reason (other than through the
 effluxion of time or following the sale of the Ship) and the 

 


40







	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Approved Charter is not replaced within 30 days by another charter
 having similar characteristics to the Approved Charter, with a charterer, in
 a form and on terms acceptable to the Agent; or

 
	
  

 	
  

 
	
 (p)

 	
 any other event occurs or any other circumstances arise or develop
 including, without limitation:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 a change in the financial position, state of affairs or prospects of
 any Relevant Person; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 any accident or other event involving the Ship or another vessel
 owned, chartered or operated by a Relevant Person;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 which materially and adversely affects the ability of the Borrower or
 the Guarantor to discharge its liabilities under the Finance Documents as
 they fall due.

 
	
  

 	
  

 
	
 18.2

 	
 Actions following
 an Event of Default. On, or at any time after, the occurrence of an Event of Default
 which is continuing:

 
	
  

 	
  

 
	
 (a)

 	
 the Agent may, and if so instructed by the Majority Lenders, the
 Agent shall:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 serve on the Borrower a notice stating that the Commitments and all
 other obligations of each Lender to the Borrower under this Agreement are
 cancelled; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 serve on the Borrower a notice stating that the Loan, all accrued
 interest and all other amounts accrued or owing under this Agreement are
 immediately due and payable or are due and payable on demand; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  

 	
 take any other action which, as a result of the Event of Default or
 any notice served under paragraph (i) or (ii), the Agent and/or the
 Lenders are entitled to take under any Finance Document or any applicable
 law; and/or

 





	
  

 	
  

 
	
 (b)

 	
 the Security Trustee may, and if so instructed by the Agent, acting
 with the authorisation of the Majority Lenders, the Security Trustee shall
 take any action which, as a result of the Event of Default or any notice
 served under paragraph (a) (i) or (ii), the Security Trustee, the Agent
 and/or the Lenders are entitled to take under any Finance Document or any
 applicable law.

 
	
  

 	
  

 
	
 18.3

 	
 Termination of
 Commitments.
 On the service of a notice under Clause 18.2(a)(i), the
 Commitments and all other obligations of each Lender to the Borrower under
 this Agreement shall be cancelled.

 
	
  

 	
  

 
	
 18.4

 	
 Acceleration of
 Loan. On the
 service of a notice under Clause 18.2(a)(ii), the Loan, all accrued
 interest and all other amounts accrued or owing from the Borrower or any
 Security Party under this Agreement and every other Finance Document shall
 become immediately due and payable or, as the case may be, payable on demand.

 
	
  

 	
  

 
	
 18.5

 	
 Multiple notices;
 action without notice. The Agent may serve notices under Clauses 18.2(a)(i) or
 (ii) simultaneously or on different dates and it and/or the Security Trustee
 may take any action referred to in Clause 18.2 simultaneously with or at
 any time after the service of both or either of such notices.

 
	
  

 	
  

 
	
 18.6

 	
 Notification of
 Creditor Parties and Security Parties. The Agent shall send to each Lender, the
 Security Trustee and each Security Party a copy or the text of any notice
 which the Agent serves on the Borrower under Clause 18.2; but the notice
 shall become effective when it is served on the Borrower, and no failure or
 delay by the Agent to send a copy or the text of the notice to 

 


41








	
  

 	
  

 
	
  

 	
 any other person shall invalidate the notice or provide the Borrower
 or any Security Party with any form of claim or defence.

 
	
  

 	
  

 
	
 18.7

 	
 Lender’s rights
 unimpaired.
 Nothing in this Clause shall be taken to impair or restrict the
 exercise of any right given to individual Lenders under a Finance Document or
 the general law; and, in particular, this Clause is without prejudice to
 Clause 3.1.

 
	
  

 	
  

 
	
 18.8

 	
 Exclusion of
 Creditor Party liability. No Creditor Party, and no receiver or manager appointed by the
 Security Trustee, shall have any liability to the Borrower or a Security
 Party:

 
	
  

 	
  

 
	
 (a)

 	
 for any loss caused by an exercise of rights under, or enforcement of
 a Security Interest created by, a Finance Document or by any failure or delay
 to exercise such a right or to enforce such a Security Interest; or

 
	
  

 	
  

 
	
 (b)

 	
 as mortgagee in possession or otherwise, for any income or principal
 amount which might have been produced by or realised from any asset comprised
 in such a Security Interest or for any reduction (however caused) in the
 value of such an asset; 

 
	
  

 	
  

 
	
  

 	
 except that this does not exempt a Creditor Party or a receiver or
 manager from liability for losses shown to have been directly and mainly
 caused by the dishonesty or the wilful misconduct of such Creditor Party’s
 own officers and employees or (as the case may be) such receiver’s or
 manager’s own partners or employees.

 
	
  

 	
  

 
	
 18.9

 	
 Relevant Persons. In this Clause 18 a “Relevant
 Person” means the Borrower, the Shareholder and
 the Guarantor, and any company which is a subsidiary of the Borrower or the
 Shareholder or of which the Borrower is a subsidiary.

 
	
  

 	
  

 
	
 18.10

 	
 Interpretation. In Clause 18.1(f) references to an
 event of default or a termination event include any event, howsoever
 described, which is similar to an event of default in a facility agreement or
 a termination event in a finance lease; and in Clause 18.1(g) “petition” includes
 an application.

 
	
  

 	
  

 
	
 18.11

 	
 Material Change. In Clause 18.1(k), “Material
 Change” means, in relation to a company, a
 change in the ultimate beneficial ownership of the shares in such company or
 the voting rights attaching to such shares which results in the person or
 persons disclosed to the Agent on or prior to the date of this Agreement as
 being the ultimate beneficial owner or owners of all such shares ultimately
 owning less than (i) 51 per cent. of such shares or the voting rights
 attaching thereto in the case of each of the Borrower, the Shareholder, Gas
 Log Carriers Ltd. and the Approved Manager and (ii) 85 per cent. of such
 shares or the voting rights attaching thereto in the case of the Guarantor.

 
	
  

 	
  

 
	
 19

 	
 FEES AND EXPENSES

 
	
  

 	
  

 
	
 19.1

 	
 Up-front and
 commitment fees.
 The Borrower shall pay to the Agent:

 
	
  

 	
  

 
	
 (a)

 	
 on the date of this Agreement a non-refundable up front fee of
 $348,066 (representing 0.20 per cent. of the Total Commitments) and;

 
	
  

 	
  

 
	
 (b)

 	
 a commitment fee for the account of the Lenders at the rate of 0.20
 per cent. of the undrawn amount of the Loan payable from (and including) 11
 March 2008 up to and including the earlier of (i) the final Drawdown Date and
 the last day of the Availability Period, such fee to be payable quarterly in
 arrears and on the earlier of the dates referred to in (i) and (ii) above,
 for distribution among the Lenders in the proportions agreed by the Agent and
 the Lenders.

 


42









	
  

 	
  

 
	
 19.2

 	
 Costs of
 negotiation, preparation etc. The Borrower shall pay to the Agent on its
 demand the amount of all expenses incurred by the Agent or the Security
 Trustee in connection with the negotiation, preparation, execution or
 registration of any Finance Document or any related document or with any transaction
 contemplated by a Finance Document or a related document.

 
	
  

 	
  

 
	
 19.3

 	
 Costs of
 variations, amendments, enforcement etc. The Borrower shall pay to the Agent, on
 the Agent’s demand, for the account of the Creditor Party concerned the
 amount of all expenses incurred by a Creditor Party in connection with:

 
	
  

 	
  

 
	
 (a)

 	
 any amendment or supplement to a Finance Document, or any proposal
 for such an amendment to be made;

 
	
  

 	
  

 
	
 (b)

 	
 any consent or waiver by the Lenders, the Majority Lenders or the
 Creditor Party concerned under or in connection with a Finance Document, or
 any request for such a consent or waiver;

 
	
  

 	
  

 
	
 (c)

 	
 the valuation of any security provided or offered under
 Clause 15 or any other matter relating to such security; or

 
	
  

 	
  

 
	
 (d)

 	
 any step taken by the Creditor Party concerned with a view to the
 protection, exercise or enforcement of any right or Security Interest created
 by a Finance Document or for any similar purpose.

 
	
  

 	
  

 
	
  

 	
 There shall be recoverable under paragraph (d) the full amount
 of all legal expenses, whether or not such as would be allowed under rules of
 court or any taxation or other procedure carried out under such rules.

 
	
  

 	
  

 
	
 19.4

 	
 Documentary taxes. The Borrower shall promptly pay any tax
 payable on or by reference to any Finance Document, and shall, on the Agent’s
 demand, fully indemnify each Creditor Party against any claims, expenses,
 liabilities and losses resulting from any failure or delay by the Borrower to
 pay such a tax.

 
	
  

 	
  

 
	
 19.5

 	
 Financial Services
 Authority fees.
 The Borrower shall pay to the Agent, on the Agent’s demand, for the
 account of the Lender concerned the amounts which the Agent from time to time
 notifies the Borrower that a Lender has notified the Agent to be necessary to
 compensate it for the cost attributable to its Contribution resulting from
 the imposition from time to time under or pursuant to the Bank of England Act
 1998 and/or by the Bank of England and/or by the Financial Services Authority
 (or other United Kingdom governmental authorities or agencies) of a
 requirement to pay fees to the Financial Services Authority calculated by
 reference to liabilities used to fund its Contribution.

 
	
  

 	
  

 
	
 19.6

 	
 Certification of
 amounts. A
 notice which is signed by 2 officers of a Creditor Party, which states that a
 specified amount, or aggregate amount, is due to that Creditor Party under
 this Clause 19 and which indicates (without necessarily specifying a
 detailed breakdown) the matters in respect of which the amount, or aggregate
 amount, is due shall be prima facie evidence that the amount, or aggregate
 amount, is due.

 
	
  

 	
  

 
	
 20

 	
 INDEMNITIES

 
	
  

 	
  

 
	
 20.1

 	
 Indemnities
 regarding borrowing and repayment of Loan. The Borrower shall fully indemnify the
 Agent and each Lender on the Agent’s demand and the Security Trustee on its
 demand in respect of all claims, expenses, liabilities and losses which are
 made or brought against or incurred by that Creditor Party, or which that
 Creditor Party reasonably and with due diligence estimates that it will
 incur, as a result of or in connection with:

 


43









	
  

 	
  

 
	
 (a)

 	
 an Advance not being borrowed on the date specified in the Drawdown
 Notice for any reason other than a default by the Lender claiming the
 indemnity;

 
	
  

 	
  

 
	
 (b)

 	
 the receipt or recovery of all or any part of the Loan or an overdue
 sum otherwise than on the last day of an Interest Period or other relevant
 period;

 
	
  

 	
  

 
	
 (c)

 	
 any failure (for whatever reason) by the Borrower to make payment of
 any amount due under a Finance Document on the due date or, if so payable, on
 demand (after giving credit for any default interest paid by the Borrower on
 the amount concerned under Clause 7);

 
	
  

 	
  

 
	
 (d)

 	
 the occurrence and/or continuance of an Event of Default or a
 Potential Event of Default and/or the acceleration of repayment of the Loan
 under Clause 18;

and in respect of any tax (other than tax on its
 overall net income) for which a Creditor Party is liable in connection with
 any amount paid or payable to that Creditor Party (whether for its own
 account or otherwise) under any Finance Document.

 
	
  

 	
  

 
	
 20.2

 	
 Breakage costs. Without limiting its generality,
 Clause 20.1 covers any claim, expense, liability or loss,
 including a loss of a prospective profit, incurred by a Lender:

 
	
  

 	
  

 
	
 (a)

 	
 in liquidating or employing deposits from third parties acquired or
 arranged to fund or maintain all or any part of its Contribution and/or any
 overdue amount (or an aggregate amount which includes its Contribution or any
 overdue amount); and

 
	
  

 	
  

 
	
 (b)

 	
 in terminating, or otherwise in connection with, any interest and/or
 currency swap or any other transaction entered into (whether with another
 legal entity or with another office or department of the Lender concerned) to
 hedge any exposure arising under this Agreement or that part which the Lender
 concerned determines is fairly attributable to this Agreement of the amount
 of the liabilities, expenses or losses (including losses of prospective
 profits) incurred by it in terminating, or otherwise in connection with, a
 number of transactions of which this Agreement is one.

 
	
  

 	
  

 
	
 20.3

 	
 Miscellaneous
 indemnities.
 The Borrower shall fully indemnify each Creditor Party severally on
 their respective demands in respect of all claims, expenses, liabilities and
 losses which may be made or brought against or incurred by a Creditor Party, in
 any country, as a result of or in connection with:

 
	
  

 	
  

 
	
 (a)

 	
 any action taken, or omitted or neglected to be taken, under or in
 connection with any Finance Document by the Agent, the Security Trustee or
 any other Creditor Party or by any receiver appointed under a Finance
 Document; or

 
	
  

 	
  

 
	
 (b)

 	
 any other Pertinent Matter;

 
	
  

 	
  

 
	
  

 	
 other than claims, expenses, liabilities and losses which are shown
 to have been directly or mainly caused by the dishonesty or wilful misconduct
 of the officers or employees of the Creditor Party concerned.

 
	
  

 	
  

 
	
  

 	
 Without prejudice to its generality, this Clause 20.3 covers any
 claims, expenses, liabilities and losses which arise, or are asserted, under
 or in connection with any law relating to safety at sea, the ISM Code, the ISPS
 Code or any Environmental Law.

 
	
  

 	
  

 
	
 20.4

 	
 Currency indemnity. If any sum due from the Borrower or any
 Security Party to a Creditor Party under a Finance Document or under any
 order or judgment relating to a Finance Document 

 


44









	
  

 	
  

 
	
  

 	
 has to be converted from the currency in which the Finance Document
 provided for the sum to be paid (the “Contractual Currency”) into another
 currency (the “Payment Currency”) for the purpose of:

 
	
  

 	
  

 
	
 (a)

 	
 making or lodging any claim or proof against the Borrower or any
 Security Party, whether in its liquidation, any arrangement involving it or
 otherwise; or

 
	
  

 	
  

 
	
 (b)

 	
 obtaining an order or judgment from any court or other tribunal; or

 
	
  

 	
  

 
	
 (c)

 	
 enforcing any such order or judgment;

 
	
  

 	
  

 
	
  

 	
 the Borrower shall indemnify the Creditor Party concerned against the
 loss arising when the amount of the payment actually received by that
 Creditor Party is converted at the available rate of exchange into the
 Contractual Currency.

 
	
  

 	
  

 
	
  

 	
 In this Clause 20.4, the “available rate of exchange” means the
 rate at which the Creditor Party concerned is able at the opening of business
 (London time) on the Business Day after it receives the sum concerned to
 purchase the Contractual Currency with the Payment Currency.

 
	
  

 	
  

 
	
  

 	
 This Clause 20.4 creates a separate liability of the Borrower
 which is distinct from its other liabilities under the Finance Documents and
 which shall not be merged in any judgment or order relating to those other
 liabilities.

 
	
  

 	
  

 
	
 20.5

 	
 Certification of
 amounts. A notice
 which is signed by 2 officers of a Creditor Party, which states that a
 specified amount, or aggregate amount, is due to that Creditor Party under
 this Clause 20 and which indicates (without necessarily specifying a
 detailed breakdown) the matters in respect of which the amount, or aggregate
 amount, is due shall be prima facie evidence that the amount, or aggregate
 amount, is due.

 
	
  

 	
  

 
	
 20.6

 	
 Sums deemed due to
 a Lender.
 For the purposes of this Clause 20, a sum payable by the Borrower
 to the Agent or the Security Trustee for distribution to a Lender shall be
 treated as a sum due to that Lender.

 
	
  

 	
  

 
	
 21

 	
 NO SET-OFF OR TAX DEDUCTION

 
	
  

 	
  

 
	
 21.1

 	
 No deductions. All amounts due from the Borrower under a
 Finance Document shall be paid:

 
	
  

 	
  

 
	
 (a)

 	
 without any form of set-off, cross-claim or condition; and

 
	
  

 	
  

 
	
 (b)

 	
 free and clear of any tax deduction except a tax deduction which the
 Borrower is required by law to make.

 
	
  

 	
  

 
	
 21.2

 	
 Grossing-up for
 taxes. If
 the Borrower is required by law to make a tax deduction from any payment:

 
	
  

 	
  

 
	
 (a)

 	
 the Borrower shall notify the Agent as soon as it becomes aware of
 the requirement;

 
	
  

 	
  

 
	
 (b)

 	
 the Borrower shall pay the tax deducted to the appropriate taxation
 authority promptly, and in any event before any fine or penalty arises;

 
	
  

 	
  

 
	
 (c)

 	
 the amount due in respect of the payment shall be increased by the
 amount necessary to ensure that each Creditor Party receives and retains
 (free from any liability relating to the tax deduction) a net amount which,
 after the tax deduction, is equal to the full amount which it would otherwise
 have received.

 


45









	
  

 	
  

 
	
 21.3

 	
 Evidence of payment
 of taxes.
 Within 1 month after making any tax deduction, the Borrower shall
 deliver to the Agent documentary evidence satisfactory to the Agent that the
 tax had been paid to the appropriate taxation authority.

 
	
  

 	
  

 
	
 21.4

 	
 Exclusion of tax on
 overall net income.
 In this Clause 21 “tax deduction” means any deduction or
 withholding for or on account of any present or future tax except tax on a
 Creditor Party’s overall net income.

 
	
  

 	
  

 
	
 21.5

 	
 Tax credits. A Creditor Party which receives for its
 own account a repayment or credit in respect of tax on account of which the
 Borrower has made an increased payment under Clause 21.2 shall pay to
 the Borrower a sum equal to the proportion of the repayment or credit which
 that Creditor Party allocates to the amount due from the Borrower in respect
 of which the Borrower made the increased payment:

 
	
  

 	
  

 
	
 (a)

 	
 the Creditor Party shall not be obliged to allocate to this
 transaction any part of a tax repayment or credit which is referable to a
 class or number of transactions;

 
	
  

 	
  

 
	
 (b)

 	
 nothing in this Clause 21.4 shall oblige a Creditor Party to
 arrange its tax affairs in any particular manner, to claim any type of
 relief, credit, allowance or deduction instead of, or in priority to, another
 or to make any such claim within any particular time;

 
	
  

 	
  

 
	
 (c)

 	
 nothing in this Clause 21.4 shall oblige a Creditor Party to
 make a payment which would leave it in a worse position than it would have
 been in if the Borrower had not been required to make a tax deduction from a
 payment; and

 
	
  

 	
  

 
	
 (d)

 	
 any allocation or determination made by a Creditor Party under or in
 connection with this Clause 21.4 shall be conclusive and binding on the
 Borrower and the other Creditor Parties.

 
	
  

 	
  

 
	
 22

 	
 ILLEGALITY, ETC

 
	
  

 	
  

 
	
 22.1

 	
 Illegality. This Clause 22 applies if a Lender
 (the “Notifying
 Lender”)notifies the Agent that it has become,
 or will with effect from a specified date, become:

 
	
  

 	
  

 
	
 (a)

 	
 unlawful or prohibited as a result of the introduction of a new law,
 an amendment to an existing law or a change in the manner in which an
 existing law is or will be interpreted or applied; or

 
	
  

 	
  

 
	
 (b)

 	
 contrary to, or inconsistent with, any regulation,

 
	
  

 	
  

 
	
  

 	
 for the Notifying Lender to maintain or give effect to any of its
 obligations under this Agreement in the manner contemplated by this
 Agreement.

 
	
  

 	
  

 
	
 22.2

 	
 Notification of
 illegality.
 The Agent shall promptly notify the Borrower, the Security Parties,
 the Security Trustee and the other Lenders of the notice under
 Clause 22.1 which the Agent receives from the Notifying Lender.

 
	
  

 	
  

 
	
 22.3

 	
 Prepayment;
 termination of Commitment. On the Agent notifying the Borrower under Clause 22.2, the
 Notifying Lender’s Commitment shall terminate; and thereupon or, if later, on
 the date specified in the Notifying Lender’s notice under Clause 22.1 as
 the date on which the notified event would become effective the Borrower
 shall prepay the Notifying Lender’s Contribution in accordance with Clause 8.

 


46









	
  

 	
  

 
	
 22.4

 	
 Mitigation. If circumstances arise which would result
 in a notification under Clause 22.1 then, without in any way limiting
 the rights of the Notifying Lender under Clause 22.3, the Notifying
 Lender shall use reasonable endeavours to transfer its obligations,
 liabilities and rights under this Agreement and the Finance Documents to
 another office or financial institution not affected by the circumstances but
 the Notifying Lender shall not be under any obligation to take any such
 action if, in its opinion, to do would or might:

 
	
  

 	
  

 
	
 (a)

 	
 have an adverse effect on its business, operations or financial
 condition; or

 
	
  

 	
  

 
	
 (b)

 	
 involve it in any activity which is unlawful or prohibited or any
 activity that is contrary to, or inconsistent with, any regulation; or

 
	
  

 	
  

 
	
 (c)

 	
 involve it in any expense (unless indemnified to its satisfaction) or
 tax disadvantage.

 
	
  

 	
  

 
	
 23

 	
 INCREASED COSTS

 
	
  

 	
  

 
	
 23.1

 	
 Increased costs. This Clause 23 applies if a Lender
 (the “Notifying
 Lender”) notifies the Agent that the Notifying
 Lender considers that as a result of:

 
	
  

 	
  

 
	
 (a)

 	
 the introduction or alteration after the date of this Agreement of a
 law or an alteration after the date of this Agreement in the manner in which
 a law is interpreted or applied (disregarding any effect which relates to the
 application to payments under this Agreement of a tax on the Lender’s overall
 net income); or

 
	
  

 	
  

 
	
 (b)

 	
 complying with any regulation (including any which relates to capital
 adequacy or liquidity controls or which affects the manner in which the
 Notifying Lender allocates capital resources to its obligations under this
 Agreement) which is introduced, or altered, or the interpretation or
 application of which is altered,

 
	
  

 	
  

 
	
 after the date of this Agreement, the Notifying Lender (or a parent
 company of it) has incurred or will incur an “increased cost”.

 
	
  

 	
  

 
	
 23.2

 	
 Meaning of “increased
 cost”.
 In this Clause 23, “increased cost” means, in relation to a
 Notifying Lender:

 
	
  

 	
  

 
	
 (a)

 	
 an additional or increased cost incurred as a result of, or in
 connection with, the Notifying Lender having entered into, or being a party
 to, this Agreement or a Transfer Certificate, of funding or maintaining its
 Commitment or Contribution or performing its obligations under this
 Agreement, or of having outstanding all or any part of its Contribution or
 other unpaid sums;

 
	
  

 	
  

 
	
 (b)

 	
 a reduction in the amount of any payment to the Notifying Lender
 under this Agreement or in the effective return which such a payment
 represents to the Notifying Lender or on its capital;

 
	
  

 	
  

 
	
 (c)

 	
 an additional or increased cost of funding all or maintaining all or
 any of the advances comprised in a class of advances formed by or including
 the Notifying Lender’s Contribution or (as the case may require) the
 proportion of that cost attributable to the Contribution; or

 
	
  

 	
  

 
	
 (d)

 	
 a liability to make a payment, or a return foregone, which is
 calculated by reference to any amounts received or receivable by the
 Notifying Lender under this Agreement,

 
	
  

 	
  

 
	
  

 	
 but not an item attributable to a change in the rate of tax on the
 overall net income of the Notifying Lender (or a parent company of it) or an
 item covered by the indemnity for tax in Clause 20.1 or by
 Clause 21 or an item arising directly out of the implementation or
 application 

 


47









	
  

 	
  

 
	
  

 	
 of or compliance with the “International Convergence of Capital
 Measurement and Capital Standards, a Revised Framework” published by the
 Basel Committee on Banking Supervision in June 2004, in the form existing on
 the date of this Agreement (“Basel II”) or any other law or
 regulation which implements Basel II (whether such implementation,
 application or compliance is by a government, regulator, Creditor Party or
 any of its affiliates).

 
	
  

 	
  

 
	
  

 	
 For the purposes of this Clause 23.2 the Notifying Lender may in
 good faith allocate or spread costs and/or losses among its assets and
 liabilities (or any class of its assets and liabilities) on such basis as it
 considers appropriate.

 
	
  

 	
  

 
	
 23.3

 	
 Notification to
 Borrower of claim for increased costs. The Agent shall promptly notify the
 Borrower and the Security Parties of the notice which the Agent received from
 the Notifying Lender under Clause 23.1.

 
	
  

 	
  

 
	
 23.4

 	
 Payment of
 increased costs.
 The Borrower shall pay to the Agent, on the Agent’s demand, for the
 account of the Notifying Lender the amounts which the Agent from time to time
 notifies the Borrower that the Notifying Lender has specified to be necessary
 to compensate the Notifying Lender for the increased cost.

 
	
  

 	
  

 
	
 23.5

 	
 Notice of
 prepayment.
 If the Borrower is not willing to continue to compensate the Notifying
 Lender for the increased cost under Clause 23.4, the Borrower may give
 the Agent not less than 14 days’ notice of its intention to prepay the
 Notifying Lender’s Contribution at the end of an Interest Period.

 
	
  

 	
  

 
	
 23.6

 	
 Prepayment;
 termination of Commitment. A notice under Clause 23.5 shall be irrevocable; the Agent
 shall promptly notify the Notifying Lender of the Borrower’s notice of
 intended prepayment; and:

 
	
  

 	
  

 
	
 (a)

 	
 on the date on which the Agent serves that notice, the Commitment of
 the Notifying Lender shall be cancelled; and

 
	
  

 	
  

 
	
 (b)

 	
 on the date specified in its notice of intended prepayment, the
 Borrower shall prepay (without premium or penalty) the Notifying Lender’s
 Contribution, together with accrued interest thereon at the applicable rate
 plus the Margin.

 
	
  

 	
  

 
	
 23.7

 	
 Application of
 prepayment.
 Clause 8 shall apply in relation to the prepayment.

 
	
  

 	
  

 
	
 24

 	
 SET-OFF

 





	
  

 	
  

 	
  

 	
  

 
	
 24.1

 	
 Application of
 credit balances.
 Each Creditor Party may without prior notice:

 
	
  

 	
  

 
	
 (a)

 	
 apply any balance (whether or not then due) which at any time stands
 to the credit of any account in the name of the Borrower at any office in any
 country of that Creditor Party in or towards satisfaction of any sum then due
 from the Borrower to that Creditor Party under any of the Finance Documents;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 for that purpose:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
  

 	
 break, or alter the maturity of, all or any part of a deposit of the
 Borrower;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
  

 	
 convert or translate all or any part of a deposit or other credit
 balance into Dollars;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  

 	
 enter into any other transaction or make any entry with regard to the
 credit balance which the Creditor Party concerned considers appropriate.

 


48








	
  

 	
  

 
	
 24.2

 	
 Existing rights
 unaffected.
 No Creditor Party shall be obliged to exercise any of its rights under
 Clause 24.1; and those rights shall be without prejudice and in addition
 to any right of set-off, combination of accounts, charge, lien or other right
 or remedy to which a Creditor Party is entitled (whether under the general
 law or any document).

 
	
  

 	
  

 
	
 24.3

 	
 Sums deemed due to
 a Lender.
 For the purposes of this Clause 24, a sum payable by the Borrower
 to the Agent or the Security Trustee for distribution to, or for the account
 of, a Lender shall be treated as a sum due to that Lender; and each Lender’s
 proportion of a sum so payable for distribution to, or for the account of,
 the Lenders shall be treated as a sum due to such Lender.

 
	
  

 	
  

 
	
 24.4

 	
 No Security
 Interest.
 This Clause 24 gives the Creditor Parties a contractual right of
 set-off only and does not create any equitable charge or other Security
 Interest over any credit balance of the Borrower.

 
	
  

 	
  

 
	
 25

 	
 TRANSFERS AND CHANGES IN LENDING OFFICES

 
	
  

 	
  

 
	
 25.1

 	
 Transfer by
 Borrower.
 The Borrower may not, without the consent of the Agent, given on the
 instructions of all the Lenders transfer any of its rights, liabilities or
 obligations under any Finance Document.

 
	
  

 	
  

 
	
 25.2

 	
 Transfer by a
 Lender.
 Subject to Clause 25.4, a Lender (the “Transferor Lender”) may
 at any time, having previously consulted with the Borrower, cause:

 
	
  

 	
  

 
	
 (a)

 	
 its rights in respect of all or part of its Contribution; or

 
	
  

 	
  

 
	
 (b)

 	
 its obligations in respect of all or part of its Commitment; or

 
	
  

 	
  

 
	
 (c)

 	
 a combination of (a) and (b),

 
	
  

 	
  

 
	
  

 	
 to be (in the case of its rights) transferred to, or (in the case of
 its obligations) assumed by, another first class bank or financial
 institution which has experience in ship financing or a trust, fund or other
 entity which is regularly engaged in or established for the purpose of
 making, purchasing or investing in loans, securities or other financial
 assets (a “Transferee Lender”) by delivering to the Agent a completed
 certificate in the form set out in Schedule 4 with any modifications approved
 or required by the Agent (a “Transfer Certificate”) executed
 by the Transferor Lender and the Transferee Lender.

 
	
  

 	
  

 
	
  

 	
 Provided that at
 all times the aggregate of the Commitment of Danish Ship Finance A/S
 (Danmarks Skibskredit A/S) and its Contribution shall not be less than 50 per
 cent. of the Total Commitments.

 
	
  

 	
  

 
	
  

 	
 However any rights and obligations of the Transferor Lender in its
 capacity as Agent or Security Trustee will have to be dealt with separately
 in accordance with the Agency and Trust Agreement.

 
	
  

 	
  

 
	
 25.3

 	
 Transfer
 Certificate, delivery and notification. As soon as reasonably practicable after a
 Transfer Certificate is delivered to the Agent, it shall (unless it has
 reason to believe that the Transfer Certificate may be defective):

 
	
  

 	
  

 
	
 (a)

 	
 sign the Transfer Certificate on behalf of itself, the Borrower, the
 Security Parties, the Security Trustee and each of the other Lenders;

 


49









	
  

 	
  

 
	
 (b)

 	
 on behalf of the Transferee Lender, send to the Borrower and each
 Security Party letters or faxes notifying them of the Transfer Certificate
 and attaching a copy of it; and

 
	
  

 	
  

 
	
 (c)

 	
 send to the Transferee Lender copies of the letters or faxes sent
 under paragraph (b) above,

 
	
  

 	
  

 
	
  

 	
 but the Agent shall only be obliged to execute a Transfer Certificate
 delivered to it by the Transferor Lender and the Transferee Lender once it is
 satisfied it has complied with all necessary “know your customer” or other
 similar checks under all applicable laws and regulations in relation to the
 transfer to that Transferee Lender.

 
	
  

 	
  

 
	
 25.4

 	
 Effective Date of
 Transfer Certificate. A Transfer Certificate becomes effective on the date, if any,
 specified in the Transfer Certificate as its effective date, Provided
 that it is signed by the Agent under Clause 25.3 on or before
 that date.

 
	
  

 	
  

 
	
 25.5

 	
 No transfer without
 Transfer Certificate. No assignment or transfer of any right or obligation of a
 Lender under any Finance Document is binding on, or effective in relation to,
 the Borrower, any Security Party, the Agent or the Security Trustee unless it
 is effected, evidenced or perfected by a Transfer Certificate.

 
	
  

 	
  

 
	
 25.6

 	
 Lender
 re-organisation; waiver of Transfer Certificate. However, if a Lender enters into any
 merger, de-merger or other reorganisation as a result of which all its rights
 or obligations vest in a successor, the Agent may, if it sees fit, by notice
 to the successor and the Borrower and the Security Trustee waive the need for
 the execution and delivery of a Transfer Certificate; and, upon service of
 the Agent’s notice, the successor shall become a Lender with the same
 Commitment and Contribution as were held by the predecessor Lender.

 
	
  

 	
  

 
	
 25.7

 	
 Effect of Transfer
 Certificate.
 A Transfer Certificate takes effect in accordance with English law as
 follows:

 
	
  

 	
  

 
	
 (a)

 	
 to the extent specified in the Transfer Certificate, all rights and
 interests (present, future or contingent) which the Transferor Lender has
 under or by virtue of the Finance Documents are assigned to the Transferee
 Lender absolutely, free of any defects in the Transferor Lender’s title and
 of any rights or equities which the Borrower or any Security Party had
 against the Transferor Lender;

 
	
  

 	
  

 
	
 (b)

 	
 the Transferor Lender’s Commitment is discharged to the extent
 specified in the Transfer Certificate;

 
	
  

 	
  

 
	
 (c)

 	
 the Transferee Lender becomes a Lender with the Contribution
 previously held by the Transferor Lender and a Commitment of an amount
 specified in the Transfer Certificate;

 
	
  

 	
  

 
	
 (d)

 	
 the Transferee Lender becomes bound by all the provisions of the Finance
 Documents which are applicable to the Lenders generally, including those
 about pro-rata sharing and the exclusion of liability on the part of, and the
 indemnification of, the Agent and the Security Trustee and, to the extent
 that the Transferee Lender becomes bound by those provisions (other than
 those relating to exclusion of liability), the Transferor Lender ceases to be
 bound by them;

 
	
  

 	
  

 
	
 (e)

 	
 any part of the Loan which the Transferee Lender advances after the
 Transfer Certificate’s effective date ranks in point of priority and security
 in the same way as it would have ranked had it been advanced by the
 transferor, assuming that any defects in the transferor’s title and any
 rights or equities of the Borrower or any Security Party against the Transferor
 Lender had not existed;

 


50









	
  

 	
  

 
	
 (f)

 	
 the Transferee Lender becomes entitled to all the rights under the
 Finance Documents which are applicable to the Lenders generally, including
 but not limited to those relating to the Majority Lenders and those under
 Clause 5.5 and Clause 18, and to the extent that the Transferee
 Lender becomes entitled to such rights, the Transferor Lender ceases to be
 entitled to them; and

 
	
  

 	
  

 
	
 (g)

 	
 in respect of any breach of a warranty, undertaking, condition or
 other provision of a Finance Document or any misrepresentation made in or in
 connection with a Finance Document, the Transferee Lender shall be entitled
 to recover damages by reference to the loss incurred by it as a result of the
 breach or misrepresentation, irrespective of whether the original Lender
 would have incurred a loss of that kind or amount.

 
	
  

 	
  

 
	
  

 	
 The rights and equities of the Borrower or any Security Party
 referred to above include, but are not limited to, any right of set off and
 any other kind of cross-claim.

 
	
  

 	
  

 
	
 25.8

 	
 Maintenance of
 register of Lenders. During the Security Period the Agent shall maintain a register
 in which it shall record the name, Commitment, Contribution and
 administrative details (including the lending office) from time to time of
 each Lender holding a Transfer Certificate and the effective date (in
 accordance with Clause 25.4) of the Transfer Certificate; and the Agent
 shall make the register available for inspection by any Lender, the Security
 Trustee and the Borrower during normal banking hours, subject to receiving at
 least 3 Business Days’ prior notice.

 
	
  

 	
  

 
	
 25.9

 	
 Reliance on
 register of Lenders. The entries on that register shall, in the absence of manifest
 error, be conclusive in determining the identities of the Lenders and the amounts
 of their Commitments and Contributions and the effective dates of Transfer
 Certificates and may be relied upon by the Agent and the other parties to the
 Finance Documents for all purposes relating to the Finance Documents.

 
	
  

 	
  

 
	
 25.10

 	
 Authorisation of
 Agent to sign Transfer Certificates. The Borrower, the Security Trustee and
 each Lender irrevocably authorise the Agent to sign Transfer Certificates
 on its behalf.

 
	
  

 	
  

 
	
 25.11

 	
 Registration fee. In respect of any Transfer Certificate,
 the Agent shall be entitled to recover a registration fee of $5,000 from the
 Transferor Lender or (at the Agent’s option) the Transferee Lender.

 
	
  

 	
  

 
	
 25.12

 	
 Sub-participation;
 subrogation assignment. A Lender may sub-participate all or any part of its rights
 and/or obligations under or in connection with the Finance Documents without
 the consent of, or any notice to, the Borrower, any Security Party, the Agent
 or the Security Trustee; and the Lenders may assign, in any manner and terms
 agreed by the Majority Lenders, the Agent and the Security Trustee, all or
 any part of those rights to an insurer or surety who has become subrogated to
 them.

 
	
  

 	
  

 
	
 25.13

 	
 Disclosure of
 information.
 A Lender may disclose to a potential Transferee Lender or
 sub-participant any information which the Lender has received in relation to
 the Borrower, any Security Party or their affairs under or in connection with
 any Finance Document, unless the information is clearly of a confidential
 nature.

 
	
  

 	
  

 
	
 25.14

 	
 Change of lending
 office. A
 Lender may change its lending office by giving notice to the Agent and the
 change shall become effective on the later of:

 
	
  

 	
  

 
	
 (a)

 	
 the date on which the Agent receives the notice; and

 
	
  

 	
  

 
	
 (b)

 	
 the date, if any, specified in the notice as the date on which the
 change will come into effect.

 


51









	
  

 	
  

 
	
 25.15

 	
 Notification. On receiving such a notice, the Agent
 shall notify the Borrower and the Security Trustee; and, until the Agent
 receives such a notice, it shall be entitled to assume that a Lender is
 acting through the lending office of which the Agent last had notice.

 
	
  

 	
  

 
	
 26

 	
 VARIATIONS AND WAIVERS

 
	
  

 	
  

 
	
 26.1

 	
 Variations, waivers
 etc. by Majority Lenders. Subject to Clause 26.2, a document
 shall be effective to vary, waive, suspend or limit any provision of a
 Finance Document, or any Creditor Party’s rights or remedies under such a
 provision or the general law, only if the document is signed, or specifically
 agreed to by fax, by the Borrower, by the Agent on behalf of the Majority
 Lenders, by the Agent and the Security Trustee in their own rights, and, if
 the document relates to a Finance Document to which a Security Party is
 party, by that Security Party.

 
	
  

 	
  

 
	
 26.2

 	
 Variations, waivers
 etc. requiring agreement of all Lenders. However, as regards the following,
 Clause 26.1 applies as if the words “by the Agent on behalf of the
 Majority Lenders” were replaced by the words “by or on behalf of every
 Lender”:

 
	
  

 	
  

 
	
 (a)

 	
 a change in the Margin or in the definition of LIBOR;

 
	
  

 	
  

 
	
 (b)

 	
 a change to the date for, the amount of, any payment of principal,
 interest, fees, or other sum payable under this Agreement;

 
	
  

 	
  

 
	
 (c)

 	
 a change to any Lender’s Commitment;

 
	
  

 	
  

 
	
 (d)

 	
 an extension of Availability Period;

 
	
  

 	
  

 
	
 (e)

 	
 a change to the definition of “Majority Lenders” or “Finance Documents”;

 
	
  

 	
  

 
	
 (f)

 	
 a change to the preamble or to Clause 2, 3, 4, 5.1, 17, 18 or
 29;

 
	
  

 	
  

 
	
 (g)

 	
 a change to this Clause 26;

 
	
  

 	
  

 
	
 (h)

 	
 any release of, or material variation to, a Security Interest,
 guarantee, indemnity or subordination arrangement set out in a Finance
 Document; and

 
	
  

 	
  

 
	
 (i)

 	
 any other change or matter as regards which this Agreement or another
 Finance Document expressly provides that each Lender’s consent is required.

 
	
  

 	
  

 
	
 26.3

 	
 Exclusion of other
 or implied variations. Except for a document which satisfies the requirements of
 Clauses 26.1 and 26.2, no document, and no act, course of conduct,
 failure or neglect to act, delay or acquiescence on the part of the Creditor
 Parties or any of them (or any person acting on behalf of any of them) shall
 result in the Creditor Parties or any of them (or any person acting on behalf
 of any of them) being taken to have varied, waived, suspended or limited, or
 being precluded (permanently or temporarily) from enforcing, relying on or
 exercising:

 
	
  

 	
  

 
	
 (a)

 	
 a provision of this Agreement or another Finance Document; or

 
	
  

 	
  

 
	
 (b)

 	
 an Event of Default; or

 
	
  

 	
  

 
	
 (c)

 	
 a breach by the Borrower or a Security Party of an obligation under a
 Finance Document or the general law; or

 
	
  

 	
  

 
	
 (d)

 	
 any right or remedy conferred by any Finance Document or by the
 general law;

 


52









	
  

 	
  

 
	
  

 	
 and there shall not be implied into any Finance Document any term or
 condition requiring any such provision to be enforced, or such right or
 remedy to be exercised, within a certain or reasonable time.

 
	
  

 	
  

 
	
 27

 	
 NOTICES

 
	
  

 	
  

 
	
 27.1

 	
 General. Unless otherwise specifically provided,
 any notice under or in connection with any Finance Document shall be given by
 letter or fax; and references in the Finance Documents to written notices,
 notices in writing and notices signed by particular persons shall be
 construed accordingly.

 
	
  

 	
  

 
	
 27.2

 	
 Addresses for
 communications.
 A notice shall be sent:

 





	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to the Borrower:

 	
 c/o Ceres LNG Services Ltd.

 
	
  

 	
  

 	
  

 	
 Greek Branch Office

 
	
  

 	
  

 	
  

 	
 Akti Miaouli 69

 
	
  

 	
  

 	
  

 	
 GR-185 37 Piraeus,

 
	
  

 	
  

 	
  

 	
 Greece

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 For the attention of Mr. Henrik Bjerregaard

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No: +30 210 4283 544

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 to a Lender:

 	
 At the address below its name in Schedule 1 or (as the
 case may
 require) in the relevant Transfer Certificate.

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 to the Agent:

 	
 Sankt Annae Plads 3

 
	
  

 	
  

 	
  

 	
 DK-1250 Copenhagen K

 
	
  

 	
  

 	
  

 	
 Denmark

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No: +(45) 33 33 9666

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 to the Security Trustee:

 	
 Sankt Annae Plads 3

 
	
  

 	
  

 	
  

 	
 DK-1250 Copenhagen K

 
	
  

 	
  

 	
  

 	
 Denmark

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No: +(45) 33 33 9666

 





	
  

 	
  

 
	
  

 	
 or to such other address as the relevant party may notify the Agent
 or, if the relevant party is the Agent or the Security Trustee, the Borrower,
 the Lenders and the Security Parties.

 
	
  

 	
  

 
	
 27.3

 	
 Effective date of
 notices.
 Subject to Clauses 27.4 and 27.5:

 
	
  

 	
  

 
	
 (a)

 	
 a notice which is delivered personally or posted shall be deemed to
 be served, and shall take effect, at the time when it is delivered;

 
	
  

 	
  

 
	
 (b)

 	
 a notice which is sent by fax shall be deemed to be served, and shall
 take effect, 2 hours after its transmission is completed.

 
	
  

 	
  

 
	
 27.4

 	
 Service outside
 business hours.
 However, if under Clause 27.3 a notice would be deemed to be
 served:

 
	
  

 	
  

 
	
 (a)

 	
 on a day which is not a business day in the place of receipt; or

 


53









	
  

 	
  

 
	
 (b)

 	
 on such a business day, but after 5 p.m. local time;

 
	
  

 	
  

 
	
  

 	
 the notice shall (subject to Clause 27.5) be deemed to be
 served, and shall take effect, at 9 a.m. on the next day which is such a
 business day.

 
	
  

 	
  

 
	
 27.5

 	
 Illegible notices. Clauses 27.3 and 27.4 do not apply if
 the recipient of a notice notifies the sender within 1hour after the time at
 which the notice would otherwise be deemed to be served that the notice has
 been received in a form which is illegible in a material respect.

 
	
  

 	
  

 
	
 27.6

 	
 Valid notices. A notice under or in connection with a Finance
 Document shall not be invalid by reason that its contents or the manner of
 serving it do not comply with the requirements of this Agreement or, where
 appropriate, any other Finance Document under which it is served if:

 
	
  

 	
  

 
	
 (a)

 	
 the failure to serve it in accordance with the requirements of this
 Agreement or other Finance Document, as the case may be, has not caused any
 party to suffer any significant loss or prejudice; or

 
	
  

 	
  

 
	
 (b)

 	
 in the case of incorrect and/or incomplete contents, it should have
 been reasonably clear to the party on which the notice was served what the
 correct or missing particulars should have been.

 
	
  

 	
  

 
	
 27.7

 	
 Electronic
 communication.
 Any communication to be made between the Agent and a Lender under or
 in connection with the Finance Documents may be made by electronic mail or
 other electronic means, if the Agent and the relevant Lender:

 
	
  

 	
  

 
	
 (a)

 	
 agree that, unless and until notified to the contrary, this is to be
 an accepted form of communication;

 
	
  

 	
  

 
	
 (b)

 	
 notify each other in writing of their electronic mail address and/or
 any other information required to enable the sending and receipt of
 information by that means; and

 
	
  

 	
  

 
	
 (c)

 	
 notify each other of any change to their respective addresses or any
 other such information supplied to them.

 
	
  

 	
  

 
	
  

 	
 Any electronic communication made between the Agent and a Lender will
 be effective only when actually received in readable form and, in the case of
 any electronic communication made by a Lender to the Agent, only if it is
 addressed in such a manner as the Agent shall specify for this purpose.

 
	
  

 	
  

 
	
 27.8

 	
 English language. Any notice under or in connection with a
 Finance Document shall be in English.

 
	
  

 	
  

 
	
 27.9

 	
 Meaning of “notice”. In this Clause 27, “notice”
 includes any demand, consent, authorisation, approval, instruction, waiver or
 other communication.

 
	
  

 	
  

 
	
 28

 	
 SUPPLEMENTAL

 
	
  

 	
  

 
	
 28.1

 	
 Rights cumulative,
 non-exclusive.
 The rights and remedies which the Finance Documents give to each
 Creditor Party are:

 
	
  

 	
  

 
	
 (a)

 	
 cumulative;

 
	
  

 	
  

 
	
 (b)

 	
 may be exercised as often as appears expedient; and

 


54







	
  

 	
  

 
	
 (c)

 	
 shall not, unless a Finance Document explicitly and specifically
 states so, be taken to exclude or limit any right or remedy conferred by any
 law. 

 
	
  

 	
  

 
	
 28.2 

 	
 Severability of provisions.
 If any provision of a Finance Document is or subsequently becomes void,
 unenforceable or illegal, that shall not affect the validity, enforceability
 or legality of the other provisions of that Finance Document or of the
 provisions of any other Finance Document.

 
	
  

 	
  

 
	
 28.3 

 	
 Counterparts. A
 Finance Document may be executed in any number of counterparts.

 
	
  

 	
  

 
	
 28.4 

 	
 Third Party rights.
 A person who is not a party to
 this Agreement has no right under the Contracts (Rights of Third Parties) Act
 1999 to enforce or to enjoy the benefit of any term of this Agreement.

 
	
  

 	
  

 
	
 29

 	
 LAW AND JURISDICTION 

 
	
  

 	
  

 
	
 29.1

 	
 English law. This
 Agreement shall be governed by, and construed in accordance with, English
 law. 

 
	
  

 	
  

 
	
 29.2

 	
 Exclusive English jurisdiction.
 Subject to Clause 29.3, the courts of England shall have exclusive
 jurisdiction to settle any disputes which may arise out of or in connection
 with this Agreement. 

 
	
  

 	
  

 
	
 29.3

 	
 Choice of forum for the exclusive benefit
 of the Creditor Parties. Clause 29.2 is for the
 exclusive benefit of the Creditor Parties, each of which reserves the right: 

 
	
  

 	
  

 
	
 (a)

 	
 to commence proceedings in relation to any matter which arises out of
 or in connection with this Agreement in the courts of any country other than
 England and which have or claim jurisdiction to that matter; and 

 
	
  

 	
  

 
	
 (b)

 	
 to commence such proceedings in the courts of any such country or
 countries concurrently with or in addition to proceedings in England or
 without commencing proceedings in England. 

 
	
  

 	
  

 
	
  

 	
 The Borrower shall not commence any proceedings in any country other
 than England in relation to a matter which arises out of or in connection
 with this Agreement.

 
	
  

 	
  

 
	
 29.4

 	
 Process agent. The
 Borrower irrevocably appoints Unisea Maritime Ltd. at its registered office
 for the time being, presently at 14 Headfort Place, London SW1A 7DH, England
 to act as its agent to receive and accept on its behalf any process or other
 document relating to any proceedings in the English courts which are
 connected with this Agreement. 

 
	
  

 	
  

 
	
 29.5

 	
 Creditor Party rights unaffected.
 Nothing in this Clause 29 shall exclude or limit any right which any Creditor
 Party may have (whether under the law of any country, an international
 convention or otherwise) with regard to the bringing of proceedings, the
 service of process, the recognition or enforcement of a judgment or any
 similar or related matter in any jurisdiction. 

 
	
  

 	
  

 
	
 29.6

 	
 Meaning of “proceedings”. In this Clause 29, “proceedings” means proceedings of any kind, including
 an application for a provisional or protective measure. 

 


THIS AGREEMENT has
been entered into on the date stated at the beginning of this Agreement. 


55





SCHEDULE 1

LENDERS AND COMMITMENTS


	
  

 	
  

 	
  

 
	
 Lender

 	
 Lending Office

 	
  Commitment
(US Dollars)

 
	
  

 	
  

 	
  

 
	
 Danish Ship Finance A/S

 	
 Sankt Annae Plads 3

 	
 174,033,000

 
	
 (Danmarks Skibskredit A/S)

 	
 DK-1250 Copenhagen K

 	
  

 
	
  

 	
 Denmark

 	
  

 


56





SCHEDULE 2


DRAWDOWN NOTICE


	
  

 	
  

 
	
 To:

 	
 Danish Ship Finance A/S (Danmarks Skibskredit A/S) 

 
	
  

 	
 Sankt Annae Plads 3 

 
	
  

 	
 DK-1250 Copenhagen K 

 
	
  

 	
 Denmark 

 





	
  

 	
  

 
	
 Attention: [Loans Administration]

 	
 [●]

 


DRAWDOWN NOTICE


	
  

 	
  

 
	
 1

 	
 We refer to the loan agreement (the “Loan Agreement”) dated [●] March 2008 and made between
 ourselves, as Borrower, the Lenders referred to therein, and yourselves as
 Agent and as Security Trustee in connection with a facility of up to
 US$174,033,000. Terms defined in the Loan Agreement have their defined
 meanings when used in this Drawdown Notice. 

 
	
  

 	
  

 
	
 2

 	
 We request to borrow the [first/second/third] Advance as follows:

 
	
  

 	
  

 
	
 (a)

 	
 Amount: US$[●];

 
	
  

 	
  

 
	
 (b)

 	
 Drawdown Date: [●];

 
	
  

 	
  

 
	
 (c)

 	
 Duration of the first Interest Period shall be [●] months;

 
	
  

 	
  

 
	
 (d)

 	
 Payment instructions: account of [●] and numbered [●] with [●] of
 [●]. 

 
	
  

 	
  

 
	
 3

 	
 We represent and warrant that: 

 
	
  

 	
  

 
	
 (a)

 	
 the representations and warranties in Clause 10 of the Loan Agreement
 would remain true and not misleading if repeated on the date of this notice
 with reference to the circumstances now existing; 

 
	
  

 	
  

 
	
 (b)

 	
 no Event of Default or Potential Event of Default has occurred or
 will result from the borrowing of the Loan. 

 
	
  

 	
  

 
	
 4

 	
 This notice cannot be revoked without the prior consent of the Majority
 Lenders. 

 
	
  

 	
  

 
	
 5

 	
 [We authorise you to deduct the up-front fee and any accrued
 commitment fee referred to in Clause 19 from the amount of the Advance.] 

 





	
  

 	
  

 	
  

 
	
  

 	
 [Name of Signatory]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Director

 	
  

 
	
 for and on behalf of

 
	
 GAS-ONE LTD.

 


57





SCHEDULE 3


CONDITION PRECEDENT DOCUMENTS


PART A


The following are the documents referred to in Clause 9.1(a). 


	
  

 	
  

 
	
 1

 	
 A duly executed original of the Loan Agreement and the Guarantee. 

 
	
  

 	
  

 
	
 2

 	
 Copies of the certificate of incorporation and constitutional
 documents of the Borrower and each Security Party. 

 
	
  

 	
  

 
	
 3

 	
 Copies of resolutions of the shareholders (if required under the
 constitutional documents and applicable laws) and directors of the Borrower
 and each Security Party authorising the execution of each of the Finance
 Documents to which the Borrower or that Security Party is a party and, in the
 case of the Borrower, authorising named officers to give the Drawdown Notices
 and other notices under this Agreement and ratifying the execution of the
 Shipbuilding Contract and the Transfer Agreement. 

 
	
  

 	
  

 
	
 4

 	
 The original of any power of attorney under which any Finance
 Document is executed on behalf of the Borrower or (if required) a Security
 Party. 

 
	
  

 	
  

 
	
 5

 	
 Copies of all consents which the Borrower or any Security Party
 requires to enter into, or make any payment under, any Finance Document, the
 Shipbuilding Contract or the Transfer Agreement. 

 
	
  

 	
  

 
	
 6

 	
 Copies of the Shipbuilding Contract and the Transfer Agreement and of
 all documents signed or issued by the Borrower or the Builder or the Original
 Buyer (or all of them) under or in connection with it each to be in a form
 acceptable to the Agent and its lawyers. 

 
	
  

 	
  

 
	
 7

 	
 Such documents as any of the Lenders may require for its “know your
 customer” and other customary money laundering checks. 

 
	
  

 	
  

 
	
 8

 	
 Documentary evidence that the agent for service of process named in
 Clause 29 has accepted its appointment. 

 
	
  

 	
  

 
	
 9

 	
 Favourable legal opinions from lawyers appointed by the Agent on such
 matters concerning the laws of Bermuda, New York, Korea and such other
 relevant jurisdictions as the Agent may require. 

 
	
  

 	
  

 
	
 10

 	
 If the Agent so requires, in respect of any of the documents referred
 to above, a certified English translation prepared by a translator approved
 by the Agent. 

 


58





PART B


The following are the documents referred to in Clause 9.1(c). 


	
  

 	
  

 
	
 1

 	
 A written notice from the Original Buyer showing all sums due and
 payable to the Original Buyer under the Transfer Agreement. 

 
	
  

 	
  

 
	
 2

 	
 (If applicable) evidence that any balance (in addition to the first
 Advance) then due to the Original Buyer has been or will immediately on
 drawdown of that Advance be paid to the Original Buyer. 

 
	
  

 	
  

 
	
 3

 	
 A duly executed original of the Predelivery Security Assignment (and
 of each document required to be delivered pursuant thereto). 

 
	
  

 	
  

 
	
 4

 	
 Copies of the Novation Agreement and of all documents signed or
 issued by the Borrower or the Builder or the Original Buyer (or all of them)
 under or in connection with it to be in a form acceptable to the Agent and
 its lawyers. 

 
	
  

 	
  

 
	
 5

 	
 The original assignment of the Refund Guarantee, the original Refund
 Guarantee and the original Refund Guarantor’s acknowledgement to the
 assignment of the Refund Guarantee (each to be in a form acceptable to the
 Agent and its lawyers) together with evidence of the authority of the person
 executing the same for and on behalf of the Refund Guarantor. 

 
	
  

 	
  

 
	
 6

 	
 If the Agent so requires, in respect of any of the documents referred
 to above, a certified English translation prepared by a translator approved
 by the Agent. 

 


59





PART C


The following are the documents referred to in Clause 9.1(d). 


	
  

 	
  

 
	
 1

 	
 Documentary evidence that the launching of the Ship has been
 completed in accordance with the Shipbuilding Contract. 

 
	
  

 	
  

 
	
 2

 	
 A duly issued invoice from the Builder showing the fourth instalment
 due and payable to the Builder under the Shipbuilding Contract. 

 
	
  

 	
  

 
	
 3

 	
 stage certificate issued by the relevant classification society in a
 form acceptable to the Lender, confirming that the launching of the Ship has
 been completed to the satisfaction of such classification society. 

 
	
  

 	
  

 
	
 4

 	
 Evidence that any balance (in addition to the part to be paid by the
 second Advance) then due to the Builder under the Shipbuilding Contract has
 been or will immediately on drawdown of that Advance be paid to the Builder. 

 
	
  

 	
  

 
	
 5

 	
 A copy of the Approved Charter duly signed by the parties thereto. 

 


PART D


The following are the documents referred to in Clause 9.1(e). 


	
  

 	
  

 
	
 1

 	
 A duly executed original of this Mortgage, General Assignment and the
 Reinsurances Assignment (and of each document to be delivered by each of
 them). 

 
	
  

 	
  

 
	
 2

 	
 Documentary evidence that: 

 
	
  

 	
  

 
	
 (a)

 	
 the Ship has been unconditionally delivered by the Builder to, and
 accepted by, the Borrower under the Shipbuilding Contract, and the whole of
 the Contract Price (in addition to the part to be financed by the Loan) has
 been duly paid; 

 
	
  

 	
  

 
	
 (b)

 	
 the Ship is definitively and permanently registered in the name of
 the Borrower under the Applicable Flag State; 

 
	
  

 	
  

 
	
 (c)

 	
 the Ship is in the absolute and unencumbered ownership of the
 Borrower save as contemplated by the Finance Documents; 

 
	
  

 	
  

 
	
 (d)

 	
 the Ship maintains the class +A1, (E), Liquified gas carrier, ship
 type 2G (Membrane tank, Maximum pressure 25KPaG and minimum temperature
 -163°C), SH, SH-DLA, SHCM, RES, +AMS, +ACCU, SFA (40), NIBS, +APS, +ES, PORT,
 POT, CRC, DFD and UWILD with American Bureau of Shipping free of all overdue
 recommendations and conditions of such Classification Society; 

 
	
  

 	
  

 
	
 (e)

 	
 the Mortgage has been duly registered against the Ship as a valid
 first preferred priority ship mortgage in accordance with the laws of the
 applicable Approved Flag State; and 

 
	
  

 	
  

 
	
 (f)

 	
 the Ship is insured in accordance with the provisions of this
 Agreement and all requirements therein in respect of insurances have been
 complied with. 

 
	
  

 	
  

 
	
 3

 	
 Documents establishing that the Ship will, as from the final Drawdown
 Date, be managed by the Approved Manager on terms acceptable to the Lenders,
 together with: 

 


60









	
  

 	
  

 
	
 (a)

 	
 a letter of undertaking executed by the Approved Manager in favour of
 the Agent in the terms required by the Agent agreeing certain matters in
 relation to the management of the Ship and subordinating the rights of the
 Approved Manager against the Ship and the Borrower to the rights of the
 Creditor Parties under the Finance Documents; and 

 
	
  

 	
  

 
	
 (b)

 	
 copies of the Approved Manager’s Document of Compliance and of the
 Ship’s Safety Management Certificate (together with any other details of the
 applicable safety management system which the Agent requires) and the Ship’s
 ISSC. 

 
	
  

 	
  

 
	
 4

 	
 Favourable legal opinions from lawyers appointed by the Agent on such
 matters concerning the laws of Bermuda, the applicable Approved Flag State
 and such other relevant jurisdictions as the Agent may require. 

 
	
  

 	
  

 
	
 5

 	
 A favourable opinion from an independent insurance consultant
 acceptable to the Agent on such matters relating to the insurances for the
 Ship as the Agent may require. 

 
	
  

 	
  

 
	
 6

 	
 If the Agent so requires, in respect of any of the documents referred
 to above, a certified English translation prepared by a translator approved
 by the Agent. 

 


Each of the documents specified in paragraphs 2, 3, 5 and 6 of Part A,
paragraph 4 of Part B and paragraph 5 of Part C and every other copy document
delivered under this Schedule shall be certified as a true and up to date copy
by a director or the secretary (or equivalent officer) of the Borrower. 


61





SCHEDULE 4


TRANSFER CERTIFICATE


The Transferor and the Transferee accept
exclusive responsibility for ensuring that this Certificate and the transaction
to which it relates comply with all legal and regulatory requirements
applicable to them respectively.


	
  

 	
  

 
	
 To:

 	
 Danish Ship Finance A/S (Danmarks Skibskredit A/S) for itself and for
 and on behalf of the Borrower, each Security Party, the Security Trustee and
 each Lender, as defined in the Loan Agreement referred to below.

 
	
  

 	
  

 
	
  

 	
 [●]

 
	
 1

 	
 This Certificate relates to a Loan Agreement (“the “Agreement”) dated
 [●] March 2008 and made between (1) Gas-One Ltd. (the “Borrower”), (2)
 the banks and financial institutions named therein, (3) Danish Ship Finance
 A/S (Danmarks Skibskredit A/S) as Agent and (4) Danish Ship Finance A/S
 (Danmarks Skibskredit A/S) as Security Trustee for a loan facility of up to
 US$174,033,000.

 
	
  

 	
  

 
	
 2

 	
 In this Certificate, terms defined in the Agreement shall, unless the
 contrary intention appears, have the same meanings when used in this
 Certificate and:

 
	
  

 	
  

 
	
  

 	
 “Relevant Parties” means the Agent, the Borrower, each
 Security Party, the Security Trustee and each Lender;

 
	
  

 	
  

 
	
  

 	
 “Transferor” means [full name] of [lending office];

 
	
  

 	
  

 
	
  

 	
 “Transferee” means [full name] of [lending office].

 
	
  

 	
  

 
	
 3

 	
 The effective date of this Certificate is [●], Provided that this
 Certificate shall not come into effect unless it is signed by the Agent on or
 before that date.

 
	
  

 	
  

 
	
 4

 	
 The Transferor assigns to the Transferee absolutely all rights and
 interests (present, future or contingent) which the Transferor has as Lender
 under or by virtue of the Agreement and every other Finance Document in
 relation to [●] per cent. of its Contribution, which percentage represents
 $[●].

 
	
  

 	
  

 
	
 5

 	
 By virtue of this Transfer Certificate and Clause 25 of the
 Agreement, the Transferor is discharged [entirely from its Commitment which
 amounts to $[●] [from [●] per cent. of its Commitment, which percentage
 represents $[●]] and the Transferee acquires a Commitment of $[●].

 
	
  

 	
  

 
	
 6

 	
 The Transferee undertakes with the Transferor and each of the
 Relevant Parties that the Transferee will observe and perform all the
 obligations under the Finance Documents which Clause 25 of the Agreement
 provides will become binding on it upon this Certificate taking effect.

 
	
  

 	
  

 
	
 7

 	
 The Agent, at the request of the Transferee (which request is hereby
 made) accepts, for the Agent itself and for and on behalf of every other
 Relevant Party, this Certificate as a Transfer Certificate taking effect in
 accordance with Clause 25 of the Agreement.

 


62









	
  

 	
  

 	
  

 
	
 8

 	
 The Transferor:

 
	
  

 	
  

 
	
 (a)

 	
 warrants to the Transferee and each Relevant Party that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Transferor has full capacity to enter into this transaction and
 has taken all corporate action and obtained all consents which are required
 in connection with this transaction; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 this Certificate is valid and binding as regards the Transferor;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 warrants to the Transferee that the Transferor is absolutely
 entitled, free of encumbrances, to all the rights and interests covered by the
 assignment in paragraph 4; and

 
	
  

 	
  

 
	
 (c)

 	
 undertakes with the Transferee that the Transferor will, at its own
 expense, execute any documents which the Transferee reasonably requests for
 perfecting in any relevant jurisdiction the Transferee’s title under this
 Certificate or for a similar purpose.

 
	
  

 	
  

 
	
 9

 	
 The Transferee:

 
	
  

 	
  

 
	
 (a)

 	
 confirms that it has received a copy of the Agreement and each of the
 other Finance Documents;

 
	
  

 	
  

 
	
 (b)

 	
 agrees that it will have no rights of recourse on any ground against
 either the Transferor, the Agent, the Security Trustee or any Lender in the
 event that:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 any of the Finance Documents prove to be invalid or ineffective;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Borrower or any Security Party fails to observe or perform its
 obligations, or to discharge its liabilities, under any of the Finance
 Documents; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 it proves impossible to realise any asset covered by a Security
 Interest created by a Finance Document, or the proceeds of such assets are
 insufficient to discharge the liabilities of the Borrower or any Security
 Party under any of the Finance Documents;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 agrees that it will have no rights of recourse on any ground against
 the Agent, the Security Trustee or any Lender in the event that this
 Certificate proves to be invalid or ineffective;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 warrants to the Transferor and each Relevant Party that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 it has full capacity to enter into this transaction and has taken all
 corporate action and obtained all consents which it needs to take or obtain
 in connection with this transaction; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 this Certificate is valid and binding as regards the Transferee; and

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 confirms the accuracy of the administrative details set out below
 regarding the Transferee.

 
	
  

 	
  

 	
  

 
	
 10

 	
 The Transferor and the Transferee each undertake with the Agent and
 the Security Trustee severally, on demand, fully to indemnify the Agent
 and/or the Security Trustee in respect of any claim, proceeding, liability or
 expense (including all legal expenses) which they or either of them may incur
 in connection with this Certificate or any matter arising out of it, except
 such as are shown to have been mainly and directly caused by the gross and
 culpable negligence or dishonesty of the Agent’s or the Security Trustee’s
 own officers or employees.

 


63









	
  

 	
  

 
	
 11

 	
 The Transferee shall repay to the Transferor on demand so much of any
 sum paid by the Transferor under paragraph 10 as exceeds one-half of the
 amount demanded by the Agent or the Security Trustee in respect of a claim,
 proceeding, liability or expense which was not reasonably foreseeable at the
 date of this Certificate; but nothing in this paragraph shall affect the
 liability of each of the Transferor and the Transferee to the Agent or the
 Security Trustee for the full amount demanded by it.

 






	
  

 	
  

 	
  

 
	
 [Name of Transferor]

 	
  

 	
 [Name of
 Transferee]

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 By:

 
	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
 Date:

 



Agent


Signed for
itself and for and on behalf of itself 

as Agent and for every other Relevant Party


[Name of
Agent] 


By:


Date:


64





SCHEDULE 5


LIST OF LNG SHIPBROKERS


R.S. Platou
Finans a.s 

P.O. Box 1604 Vika 

N-0119 Oslo

Norway


Fearnleys
(Oslo office) 

Grey Wedels Plass 9 

P.O. Box 1158, Sentrum 

0107 Oslo

Norway

Tel. +47 22 93 60 00


Braemar
Seascope (Head Office) 

35 Cosway Street

London NW1 5BT

UK

Tel. +44207 535 2650


Poten &
Partners (UK office) 

Viewpoint

20 Balderton Street

London W1K 6TL

UK


Clarkson PLC

St Magnus House

3Lower Thames Street 

London EC3R 6HE 

UK


65





EXECUTION PAGE


	
  

 	
  

 	
  

 
	
 BORROWER

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 /s/ Elly Eleftheriou 

 
	
  

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 GAS-ONE LTD.

 	
 )

 	
  

 






	
  

 	
  

 	
  

 
	
 LENDERS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 /s/ Christoforos Bismpikos 

 
	
  

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 DANISH SHIP FINANCE A/S

 	
 )

 	
  

 
	
  (DANMARKS SKIBSKREDIT A/S)

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 AGENT

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 /s/ Christoforos Bismpikos 

 
	
  

 	
 )

 	
  

 
	
 for and on
 behalf of

 	
 )

 	
  

 
	
 DANISH SHIP FINANCE A/S

 	
 )

 	
  

 
	
  (DANMARKS SKIBSKREDIT A/S)

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 SECURITY TRUSTEE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED by

 	
 )

 	
 /s/ Christoforos Bismpikos 

 
	
  

 	
 )

 	
  

 
	
 for and on
 behalf of BANISH SHIP 
FINANCIAL A/S (DANMARKS 
SKIBSKREDIT A/S)

 	
 )
)
)



 	
  

 
	
  

 	
  

 	
  

 
	
 Witness to
 all the

 	
  

 	
  

 
	
 above
 signatures

 	
  

 	
 /s/ Alexia Hatzimichalis 

 
	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 
	
 Address:

 	
  

 	
  

 


66