Exhibit 10.2


Private &
Confidential




	
  

 	
  

 	
  

 	
  

 
	
 Dated 17 November 2009

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
 GAS-two Ltd.

 	
  (1)

 
	
 arranged by

 	
  

 
	
  

 	
  

 
	
 DnB NOR BANK ASA

 	
  (2)

 
	
  

 	
  

 
	
 NATIONAL BANK OF GREECE S.A.

 	
  (3)

 
	
  

 	
  

 
	
 UBS AG

 	
  (4)

 
	
  

 	
  

 
	
 with

 	
  

 
	
  

 	
  

 
	
 DnB NOR BANK ASA

 	
  (5)

 
	
 as Agent

 	
  

 
	
  

 	
  

 
	
 DnB NOR BANK ASA

 	
  (6)

 
	
 as Security Agent

 	
  

 
	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FACILITY AGREEMENT

 	
  

 	
  

 
	
  

 	
 $147,500,000 Loan Facility

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 



 






Contents


	
  

 	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Definitions
 and interpretation

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 2

 	
 The Facility

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 Purpose

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Conditions
 of Utilisation

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Utilisation

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
 Repayment

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
 Illegality,
 prepayment and cancellation

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Interest

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 Interest
 Periods

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 Changes to
 the calculation of interest

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 Fees

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 Tax gross-up
 and indemnities

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 Increased
 Costs

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 Other
 indemnities

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 Mitigation
 by the Lenders

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
 Costs and
 expenses

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 17

 	
 Representations

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 18

 	
 Information
 undertakings

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
 General
 undertakings

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
 Construction
 period

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
 Dealings
 with Ship

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
 Condition
 and operation of Ship

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
 Insurance

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
 Minimum
 security value

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
 Chartering
 undertakings

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
 Bank
 accounts

 	
  

 	
 60

 













	
  

 	
  

 	
  

 	
  

 
	
 27

 	
 Business
 restrictions

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 28

 	
 Events of
 Default

 	
  

 	
 65

 
	
  

 	
  

 	
  

 	
  

 
	
 29

 	
 Changes to
 the Lenders

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 30

 	
 Changes to
 the Obligors

 	
  

 	
 73

 
	
  

 	
  

 	
  

 	
  

 
	
 31

 	
 Roles of
 Agent, Security Agent and Arranger

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 
	
 32

 	
 Conduct of
 business by the Finance Parties

 	
  

 	
 86

 
	
  

 	
  

 	
  

 	
  

 
	
 33

 	
 Sharing
 among the Finance Parties

 	
  

 	
 88

 
	
  

 	
  

 	
  

 	
  

 
	
 34

 	
 Payment
 mechanics

 	
  

 	
 90

 
	
  

 	
  

 	
  

 	
  

 
	
 35

 	
 Set-off

 	
  

 	
 92

 
	
  

 	
  

 	
  

 	
  

 
	
 36

 	
 Notices

 	
  

 	
 92

 
	
  

 	
  

 	
  

 	
  

 
	
 37

 	
 Calculations
 and certificates

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 38

 	
 Partial
 invalidity

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
 39

 	
 Remedies and
 waivers

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
 40

 	
 Amendments
 and grant of waivers

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
 41

 	
 Counterparts

 	
  

 	
 96

 
	
  

 	
  

 	
  

 	
  

 
	
 42

 	
 Governing
 law

 	
  

 	
 97

 
	
  

 	
  

 	
  

 	
  

 
	
 43

 	
 Enforcement

 	
  

 	
 97

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 1
 The original parties

 	
  

 	
 98

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 2
 Ship information

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 3
 Conditions precedent

 	
  

 	
 102

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 4
 Utilisation Request

 	
  

 	
 108

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 5
 Selection Notice

 	
  

 	
 109

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 6
 Mandatory Cost Formula

 	
  

 	
 110

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 7
 Form of Transfer Certificate

 	
  

 	
 113

 













	
  

 	
  

 
	
 THIS AGREEMENT
 is dated 17 November 2009 and made between:

 
	
  

 	
  

 
	
 (1)

 	
 GAS-two Ltd.
 (the Borrower);

 
	
  

 	
  

 
	
 (2)

 	
 DnB NOR BANK ASA,
 NATIONAL BANK OF GREECE S.A. and UBS AG as mandated lead arrangers
 (whether acting individually or together the Arrangers);

 
	
  

 	
  

 
	
 (3)

 	
 THE FINANCIAL
 INSTITUTIONS listed in Schedule 1 as
 lenders (the Original Lenders);

 
	
  

 	
  

 
	
 (4)

 	
 DnB NOR BANK ASA
 as agent of the other Finance Parties (the Agent)
 and

 
	
  

 	
  

 
	
 (5)

 	
 DnB NOR BANK ASA
 as security agent for the Finance Parties (the Security Agent).

 
	
  

 	
  

 
	
 IT IS AGREED
 as follows:

 


SECTION 1 - INTERPRETATION


	
  

 	
  

 	
  

 
	
 1

 	
  

 	
 Definitions
 and interpretation

 
	
  

 	
  

 	
  

 
	
 1.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this Agreement and (unless otherwise
 defined in the relevant Finance Document) the other Finance Documents:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account
 means any bank account, deposit or certificate of deposit opened, made or
 established in accordance with clause 26 (Bank
 accounts).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account Bank means,
 in relation to any Account, either the Security Agent or another bank or
 financial institution approved by the Majority Lenders at the request of the
 Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Accounting
 Reference Date means 31
 December 2008 or such other date as may be approved.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account Security means,
 in relation to an Account, a deed or other instrument by the Borrower in favour
 of the Security Agent in an agreed form conferring a Security Interest over
 that Account.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Additional Cost
 Rate has the meaning given to it in
 Schedule 6 (Mandatory Cost formulae).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance means
 each borrowing of a proportion of the Total Commitments by the Borrower or
 (as the context may require) the outstanding principal amount of such
 borrowing.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Affiliate means,
 in relation to any person, a Subsidiary of that person or a Holding Company
 of that person or any other Subsidiary of that Holding Company.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Agent includes
 any person who may be appointed as agent under this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Auditors
 means one of Moore Stephens, PricewaterhouseCoopers, Ernst & Young, KPMG
 or Deloitte & Touche or another approved firm.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Available Facility
 means, at any relevant time, such part of the Total Commitments (drawn and
 undrawn) which is available for borrowing under this Agreement at such time
 in accordance with clause 4 (Conditions of
 Utilisation).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Basel 2 Accord
 means 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.

 


1









	
  

 	
  

 	
  

 
	
  

 	
 Basel 2 Approach
 means, in relation to any Lender, either the Standardised Approach or the
 relevant Internal Ratings Based Approach (each as defined in the Basel 2
 Accord) adopted by that Lender (or any of its Affiliates) for the purposes of
 implementing or complying with the Basel 2 Accord.

 
	
  

 	
  

 
	
  

 	
 Basel 2 Regulation
 means (a) any law or regulation implementing the Basel 2 Accord or (b) any
 Basel 2 Approach adopted by the Lender.

 
	
  

 	
  

 
	
  

 	
 Break Costs
 means the amount (if any) by which:

 
	
  

 	
  

 
	
  

 	
 (a) 

 	
 the interest which a Lender should have
 received for the period from the date of receipt of all or any part of its
 participation in the Loan or Unpaid Sum to the last day of the current
 Interest Period in respect of the Loan or Unpaid Sum) had the principal
 amount or Unpaid Sum received been paid on the last day of that Interest
 Period;

 
	
  

 	
  

 
	
  

 	
 exceeds:

 
	
  

 	
  

 
	
  

 	
 (b)

 	
 the amount which that Lender would be able
 to obtain by placing an amount equal to the principal amount or Unpaid Sum
 received by it on deposit with a leading bank in the Interbank Market for a
 period starting on the Business Day following receipt or recovery and ending
 on the last day of the current Interest Period

 
	
  

 	
  

 
	
  

 	
 Builder
 means the person specified as such in Schedule 2 (Ship information).

 
	
  

 	
  

 
	
  

 	
 Building Contract
 means the shipbuilding contract specified in Schedule 2 (Ship information) between the Builder
 and the Borrower relating to the construction of the Ship and as may further
 be supplemented, amended or varied in accordance with the terms thereof.

 
	
  

 	
  

 
	
  

 	
 Building Contract
 Documents means the Building Contract,
 any Refund Guarantee and any other guarantee or security given to any person
 for the Builder’s obligations under the Building Contract.

 
	
  

 	
  

 
	
  

 	
 Business Day
 means a day (other than a Saturday or Sunday) on which banks are open for
 general business in London, Piraeus, Zurich, Monaco and New York.

 
	
  

 	
  

 
	
  

 	
 Change of Control
 occurs when (a) the Borrower ceases to be a wholly-owned subsidiary of GasLog
 Carriers; or (b) GasLog Carriers ceases to be a wholly-owned subsidiary of
 GasLog; or (c) The Counter Guarantor ceases to own not less than 51% of (i)
 the issued and outstanding share capital and (ii) the voting rights of the
 Counter Guarantor Subsidiary and GasLog; or (d) Ceres LNG Services Ltd.
 ceases to be a wholly-owned subsidiary of GasLog; or (e) if there is a change
 of 15% or more in the shareholding of, or in the voting rights relative to,
 the Counter Guarantor from that described to the Lenders on or before the
 date of this Agreement.

 
	
  

 	
  

 
	
  

 	
 Charged Property
 means all of the assets of the Obligors which from time to time are, or are
 expressed or intended to be, the subject of the Security Documents.

 
	
  

 	
  

 
	
  

 	
 Charter
 means the charter commitment details of which are provided in Schedule 2 (Ship information).

 
	
  

 	
  

 
	
  

 	
 Charter Documents
 means the Charter, any documents supplementing it and any guarantee or
 security given by any person for the Charterer’s obligations under it.

 
	
  

 	
  

 
	
  

 	
 Charter Assignment
 means an assignment by the Borrower of its interest in the Charter Documents
 in favour of the Security Agent in the agreed form.

 
	
  

 	
  

 
	
  

 	
 Charterer
 means the charterer named in Schedule 2 (Ship
 information).

 


2









	
  

 	
  

 	
  

 
	
  

 	
 Classification
 means the classification specified in Schedule 2 (Ship information) with the Classification Society or another
 classification approved by the Lenders as its classification, at the request
 of the Borrower.

 
	
  

 	
  

 
	
  

 	
 Classification
 Society means the classification
 society specified in Schedule 2 (Ship
 information) or another classification society approved by the
 Lenders as its Classification Society,
 at the request of the Borrower.

 
	
  

 	
  

 
	
  

 	
 Commitment
 means:

 
	
  

 	
  

 
	
  

 	
 (a) 

 	
 in relation to an Original Lender, the
 amount set opposite its name under the heading “Commitment” in Schedule 1 (The original parties) and the amount of
 any other Commitment transferred to it under this Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to any other Lender, the amount
 of any Commitment transferred to it under this Agreement, to the extent not
 cancelled, reduced or transferred by it under this Agreement.

 
	
  

 	
  

 
	
  

 	
 Constitutional
 Documents means, in respect of an
 Obligor, such Obligor’s memorandum and articles of association, bye-laws or
 other constitutional documents including as referred to in any certificate
 relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).

 
	
  

 	
  

 
	
  

 	
 Contract Price
 means the price of the Ship payable under the Building Contract.

 
	
  

 	
  

 
	
  

 	
 Counter Guarantee
 means the counter guarantee of the Counter Guarantor in favour of the
 Security Agent in the agreed form.

 
	
  

 	
  

 
	
  

 	
 Counter Guarantor
 means a person acceptable to the Lenders at their discretion which may now or
 at any time throughout the Facility Period guarantee the obligations and
 liabilities of the Borrower to the Lenders.

 
	
  

 	
  

 
	
  

 	
 Counter Guarantor
 Subsidiary means the Subsidiary of the
 Counter Guarantor designated in the Counter Guarantee.

 
	
  

 	
  

 
	
  

 	
 Counter Guarantor
 Representations Letter means a
 letter dated 21 August 2009 issued by the Counter Guarantor to the Agent.

 
	
  

 	
  

 
	
  

 	
 Deed of Covenant
 means a first deed of covenant by the Borrower in favour of the Security
 Agent in the agreed form.

 
	
  

 	
  

 
	
  

 	
 Default
 means an Event of Default or any event or circumstance which would (with the
 expiry of a grace period, the giving of notice, the making of any
 determination under the Finance Documents or any combination of them) be an
 Event of Default.

 
	
  

 	
  

 
	
  

 	
 Defaulting Lender
 means any Lender:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 which has failed to make its participation
 in an Advance available or has notified the Agent that it will not make its
 participation in an Advance available by the Utilisation Date of that Advance
 in accordance with clause 5.4 (Lenders’
 participation);

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 which has otherwise rescinded or repudiated
 a Finance Document; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 with respect to which an Insolvency Event
 has occurred and is continuing, 

 
	
  

 	
  

 
	
  

 	
 unless, in the case of paragraph (a) above:

 


3









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 its failure to pay is caused by:

 
	
  

 
	
  

 	
  

 	
  

 	
 (A) 

 	
 administrative or technical error; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 a Disruption Event; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 payment is made within three Business Days
 of its due date; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Lender is disputing in good faith
 whether it is contractually obliged to make the payment in question.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery
 means the delivery and acceptance of the Ship by the Borrower under the
 Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Commitment
 means the amount specified in Schedule 2 (Ship
 information), as cancelled or reduced pursuant to any provision of
 this Agreement, to be used partly to finance its Delivery Instalment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Date
 means the date on which the Ship is delivered to the Borrower pursuant to the
 Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Instalment
 means the instalment of the Contract Price falling due on Delivery.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Disruption Event
 means either or both of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 a material disruption to those payment or
 communications systems or to those financial markets which are, in each case,
 required to operate in order for payments to be made in connection with the
 Facility (or otherwise in order for the transactions contemplated by the
 Finance Documents to be carried out) which disruption is not caused by, and
 is beyond the control of, any of the Parties; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the occurrence of any other event which
 results in a disruption (of a technical or systems-related nature) to the
 treasury or payments operations of a Party preventing that, or any other
 Party:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 from performing its payment obligations
 under the Finance Documents; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 from communicating with other Parties in
 accordance with the terms of the Finance Documents,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (and which (in either such case)) is not
 caused by, and is beyond the control of, the Party whose operations are
 disrupted.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Earnings
 means, in relation to the Ship and a person, all money at any time payable to
 that person for or in relation to the use or operation of the Ship including
 freight, hire and passage moneys, money payable to that person for the
 provision of services by or from the Ship or under any charter commitment,
 requisition for hire compensation, remuneration for salvage and towage
 services, demurrage and detention moneys and damages for breach and payments
 for termination or variation of any charter commitment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Enforcement Costs
 means any costs, expenses, liabilities or other amounts in respect of which
 any amount is payable under clauses 14.4 (Indemnity
 concerning security) or 16.3 (Enforcement
 and preservation costs) or under any other Finance Document to
 which those provisions apply and any remuneration payable to a Receiver in
 connection with any Security Documents.

 


4









	
  

 	
  

 	
  

 
	
  

 	
 Environmental
 Claims means:

 
	
  

 	
  

 
	
  

 	
 (a) 

 	
 enforcement, clean-up, removal or other
 governmental or regulatory action or orders or claims instituted or made
 pursuant to any Environmental Laws or resulting from a Spill; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any claim made by any other person relating
 to a Spill.

 
	
  

 	
  

 
	
  

 	
 Environmental
 Incident means any Spill from any Fleet
 Vessel in circumstances where:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 any Fleet Vessel or its owner, operator or
 manager may be liable for Environmental Claims arising from the Spill (other
 than Environmental Claims arising and fully satisfied before the date of this
 Agreement); and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any Fleet Vessel may be arrested or
 attached in connection with any such Environmental Claim.

 
	
  

 	
  

 
	
  

 	
 Environmental Laws
 means all laws, regulations and conventions concerning pollution or
 protection of human health or the environment.

 
	
  

 	
  

 
	
  

 	
 Event of Default
 means any event or circumstance specified as such in clause 28 (Events of Default).

 
	
  

 	
  

 
	
  

 	
 Existing Loan
 Agreement means the $80,000,000 secured
 loan agreement dated 11 March 2008 entered into between (i) the Borrower,
 (ii) DnB NOR Bank ASA as original lender and DnB NOR Bank ASA as mandated
 lead arranger, underwriter, agent and security trustee under which
 $80,000,000 is outstanding at the date of this Agreement.

 
	
  

 	
  

 
	
  

 	
 Facility
 means the term loan facility made available under this Agreement as described
 in clause 2 (The Facility).

 
	
  

 	
  

 
	
  

 	
 Facility Office
 means the office or offices notified by a Lender to the Agent in writing on
 or before the date it becomes a Lender (or, following that date, by not less
 than five Business Days’ written notice) as the office through which it will
 perform its obligations under this Agreement.

 
	
  

 	
  

 
	
  

 	
 Facility Period
 means the period from and including the date of this Agreement to and
 including the date on which the Total Commitments have reduced to zero and
 all indebtedness of the Obligors under the Finance Documents has been fully
 paid and discharged.

 
	
  

 	
  

 
	
  

 	
 Fee Letter
 means any letter dated on or about the date of this Agreement between the
 Arrangers and the Borrower (or the Agent and the Borrower) setting out any of
 the fees referred to in clause 11 (Fees).

 
	
  

 	
  

 
	
  

 	
 Final Repayment
 Date means, subject to clause 34.7 (Business Days), the earlier of (a) 31
 March 2014 and (b) the 12th Repayment Date (if, with approval, the Delivery
 Date shall be delayed to a date between 1 December 2010 and 16 February 2011)
 or, as the case may be, the 13th Repayment Date (if, with approval, the
 Delivery Date shall be delayed to a date between 1 September 2010 and 30
 November 2010) or, as the case may be, the 14th Repayment Date (if the
 Delivery Date shall be on or before 31 August 2010).

 
	
  

 	
  

 
	
  

 	
 Finance Documents
 means this Agreement, any Fee Letter, the Counter Guarantor Representations
 Letter, the Security Documents, any Transfer Certificate and any other
 document designated as such by the Agent and the Borrower.

 


5









	
  

 	
  

 	
  

 
	
  

 	
 Finance Party
 means the Agent, the Security Agent, any Arranger or a Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
 Financial
 Indebtedness means any indebtedness for or
 in respect of:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 moneys borrowed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any amount raised by acceptance under any
 acceptance credit facility or dematerialised equivalent;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any amount raised pursuant to any note
 purchase facility or the issue of bonds, notes, debentures, loan stock or any
 similar instrument;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the amount of any liability in respect of
 any lease or hire purchase contract which would, in accordance with GAAP, be
 treated as a finance or capital lease;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 receivables sold or discounted (other than
 any receivables to the extent they are sold on a non-recourse basis);

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 any Treasury Transaction (and, when
 calculating the value of that Treasury Transaction, only the marked to market
 value shall be taken into account);

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 any counter-indemnity obligation in respect
 of a guarantee, bond, standby or documentary letter of credit or any other
 instrument issued by a bank or financial institution;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 any amount of any liability under an
 advance or deferred purchase agreement if (a) one of the primary reasons
 behind entering into the agreement is to raise finance or (b) the agreement
 is in respect of the supply of assets or services and payment is due more
 than 180 days after the date of supply;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 any amount raised under any other
 transaction (including any forward sale or purchase agreement) having the
 commercial effect of a borrowing; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 the amount of any liability in respect of
 any guarantee for any of the items referred to in paragraphs (a) to (i)
 above.

 
	
  

 	
  

 	
  

 
	
  

 	
 First Repayment
 Date means, subject to clause 34.7 (Business Days), the earlier of:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the date falling three months after the
 Last Availability Date; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the date falling three months after the
 Delivery Date.

 
	
  

 
	
  

 	
 Fixed Rate
 Differential Account means any
 Account designated as a “Fixed Rate
 Differential Account” for the
 purposes of clause 26 (Bank Accounts).

 
	
  

 	
  

 
	
  

 	
 Fixed Rate
 Differential Amount means in
 respect of any Interest Period, an amount accruing on the Loan at a rate
 equal to 3.25% less LIBOR during that Interest Period (the Rate), which amount shall accrue when the
 Rate is positive and nil otherwise.

 
	
  

 	
  

 	
  

 
	
  

 	
 Flag State
 means the country specified in Schedule 2 (Ship
 information), or such other state or territory as may be approved
 by the Lenders, at the request of the Borrower, as being the “Flag
 State” for the purposes of the Finance Documents.

 
	
  

 	
  

 
	
  

 	
 Fleet Vessel
 means the Ship and any other vessel directly or indirectly owned by any
 Obligor or any Subsidiary of an Obligor.

 
	
  

 	
  

 
	
  

 	
 GAAP
 means International Accounting Standards, International Financial Reporting
 Standards and related interpretations as amended, supplemented, issued or
 adopted from

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 time to time by the International
 Accounting Standards Board to the extent applicable to the relevant financial
 statements.

 
	
  

 	
  

 	
  

 
	
  

 	
 GasLog
 means the company described as such in Schedule 1 (The original parties).

 
	
  

 	
  

 	
  

 
	
  

 	
 GasLog Carriers
 means the company described as such in Schedule 1 (The original parties).

 
	
  

 	
  

 	
  

 
	
  

 	
 Group
 means the Counter Guarantor and its Subsidiaries for the time being and, for
 the purposes of clause 18.1 (Financial
 statements) or clause 5 of the Counter Guarantee (Financial Covenants), any other entity
 required to be treated as a subsidiary in its consolidated accounts in
 accordance with GAAP and/or any applicable law.

 
	
  

 	
  

 	
  

 
	
  

 	
 Guarantee
 means the guarantee of each of the Guarantors in favour of the Security Agent
 in the agreed form.

 
	
  

 	
  

 	
  

 
	
  

 	
 Guarantors
 means persons acceptable to the Lenders at their discretion which may now or
 at any time throughout the Facility Period guarantee the obligations and
 liabilities of the Borrower to the Lenders.

 
	
  

 	
  

 	
  

 
	
  

 	
 Holding Company
 means, in relation to a company or corporation, any other company or
 corporation in respect of which it is a Subsidiary.

 
	
  

 	
  

 	
  

 
	
  

 	
 Indemnified Person
 means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 each Finance Party and each Receiver and
 any attorney, agent or other person appointed by them under the Finance
 Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 each Affiliate of those persons; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any officers, employees or agents of any of
 the above persons.

 
	
  

 	
  

 	
  

 
	
  

 	
 Insolvency Event
 in relation to a Finance Party means that the Finance Party:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 is dissolved (other than pursuant to a
 consolidation, amalgamation or merger);

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 becomes insolvent or is unable to pay its
 debts or fails or admits in writing its inability generally to pay its debts
 as they become due;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 makes a general assignment, arrangement or
 composition with or for the benefit of its creditors;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 institutes or has instituted against it, by
 a regulator, supervisor or any similar official with primary insolvency,
 rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
 incorporation or organisation or the jurisdiction of its head or home office,
 a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
 under any bankruptcy or insolvency law or other similar law affecting
 creditors’ rights, or a petition is presented for its winding up or
 liquidation by it or such regulator, supervisor or similar official;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 has instituted against it a proceeding
 seeking a judgment of insolvency or bankruptcy or any other relief under any
 bankruptcy or insolvency law or other similar law affecting creditors’
 rights, or a petition is presented for its winding up or liquidation, and, in
 the case of any such proceeding or petition instituted or presented against
 it, such proceeding or petition is instituted or presented by a person or
 entity not described in paragraph (d) above and:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) 

 	
 results in a judgment of insolvency or
 bankruptcy or the entry of an order for relief or the making of an order for
 its winding up or liquidation; or

 


7









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii) 

 	
 is not dismissed, discharged, stayed or
 restrained in each case within 30 days of the institution or presentation
 thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 has exercised in respect of it one or more
 of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or
 has instituted against it a bank insolvency proceeding pursuant to Part 2 of
 the Banking Act 2009 or a bank administration proceeding pursuant to Part 3
 of the Banking Act 2009;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 has a resolution passed for its winding up,
 official management or liquidation (other than pursuant to a consolidation,
 amalgamation or merger);

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 seeks or becomes subject to the appointment
 of an administrator, provisional liquidator, conservator, receiver, trustee,
 custodian or other similar official for it or for all or substantially all
 its assets;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 has a secured party take possession of all
 or substantially all its assets or has a distress, execution, attachment,
 sequestration or other legal process levied, enforced or sued on or against
 all or substantially all its assets and such secured party maintains
 possession, or any such process is not dismissed, discharged, stayed or
 restrained, in each case within 30 days thereafter;

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 causes or is subject to any event with
 respect to it which, under the applicable laws of any jurisdiction, has an
 analogous effect to any of the events specified in paragraphs (a) to (i)
 above; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 takes any action in furtherance of, or
 indicating its consent to, approval of, or acquiescence in, any of the
 foregoing acts.

 
	
  

 	
  

 	
  

 
	
  

 	
 Insurance Notice
 means a notice of assignment in the form scheduled to the Deed of Covenant or
 in another approved form.

 
	
  

 	
  

 	
  

 
	
  

 	
 Insurances
 means, in relation to the Ship:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 all policies and contracts of insurance;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 all entries in a protection and indemnity
 or war risks or other mutual insurance association in the name of the Ship’s
 owner or the joint names of its owner and any other person in respect of or
 in connection with the Ship and/or its owner’s Earnings from the Ship and
 includes all benefits thereof (including the right to receive claims and to
 return of premiums).

 
	
  

 	
  

 	
  

 
	
  

 	
 Interbank Market
 means the London interbank market.

 
	
  

 	
  

 	
  

 
	
  

 	
 Interest Period
 means, in relation to the Loan, each period determined in accordance with
 clause 9 (Interest Periods)
 and, in relation to an Unpaid Sum, each period determined in accordance with
 clause 8.3 (Default interest).

 
	
  

 	
  

 	
  

 
	
  

 	
 Last Availability
 Date means 16 February 2011 (or such
 later date as may be approved by the Lenders).

 
	
  

 	
  

 
	
  

 	
 Legal Reservations
 means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the principle that equitable remedies may
 be granted or refused at the discretion of a court and the limitation of
 enforcement by laws relating to insolvency, reorganisation and other laws
 generally affecting the rights of creditors;

 


8









	
  

 	
  

 	
  

 
	
  

 	
 (b) 

 	
 the time barring of claims under the
 Limitation Acts, the possibility that an undertaking to assume liability for,
 or indemnify a person against, non-payment of UK stamp duty may be void and
 defences of set-off or counterclaim; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 similar principles, rights and defences
 under the laws of any Relevant Jurisdiction.

 
	
  

 	
  

 
	
  

 	
 Lender
 means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 any Original Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any bank, financial institution, trust,
 fund or other entity which has become a Party in accordance with clause 29 (Changes to the Lenders),

 
	
  

 	
  

 
	
  

 	
 which in each case has not ceased to be a
 Party in accordance with the terms of this Agreement.

 
	
  

 	
  

 
	
  

 	
 LIBOR
 means, in relation to the Loan or any part of it or any Unpaid Sum:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the applicable Screen Rate; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 (if no Screen Rate is available for the
 relevant Interest Period) the arithmetic mean of the rates (rounded upwards
 to four decimal places) as supplied to the Agent at its request quoted by the
 Reference Banks to leading banks in the Interbank Market,

 
	
  

 	
  

 
	
  

 	
 as of 11:00 a.m. on the Quotation Day for
 the offering of deposits in dollars for a period comparable to the Interest
 Period for the Loan or relevant part of it or Unpaid Sum.

 
	
  

 	
  

 
	
  

 	
 Loan
 means the loan made or to be made under the Facility or the principal amount
 outstanding for the time being of that loan.

 
	
  

 	
  

 
	
  

 	
 Loss Payable
 Clauses means the provisions
 concerning payment of claims under the Ship’s Insurances in the form
 scheduled to the Deed of Covenant or in another approved form.

 
	
  

 	
  

 
	
  

 	
 Major Casualty
 means any casualty to a vessel for which the total insurance claim, inclusive
 of any deductible, exceeds or may exceed the Major Casualty Amount.

 
	
  

 	
  

 
	
  

 	
 Major Casualty
 Amount means $1,000,000 (or the
 equivalent in any other currency).

 
	
  

 	
  

 
	
  

 	
 Majority Lenders
 means a Lender or Lenders whose Commitments aggregate more than 662⁄3% of the
 Total Commitments (or, if the Total Commitments have been reduced to zero,
 aggregated more than 662⁄3% of the Total Commitments immediately prior to the
 reduction).

 
	
  

 	
  

 
	
  

 	
 Manager
 means Ceres LNG Services Ltd. or another manager appointed by the Borrower in
 accordance with clause 21.3 (Manager).

 
	
  

 	
  

 
	
  

 	
 Manager’s
 Undertaking means an undertaking by any
 manager of the Ship to the Security Agent in the agreed form pursuant to
 clause 21.3 (Manager).

 
	
  

 	
  

 
	
  

 	
 Mandatory Cost
 means the percentage rate per annum calculated by the Agent in accordance
 with Schedule 6 (Mandatory Cost formulae).

 
	
  

 	
  

 
	
  

 	
 Margin
 means 2.75% per annum.

 
	
  

 	
  

 
	
  

 	
 Material Adverse
 Effect means, in the reasonable
 opinion of the Majority Lenders, a material adverse effect on:

 


9









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the business, operations, property, condition (financial or
 otherwise) or prospects of any of the Obligors or the Group taken as a whole,
 which prejudices the ability of an Obligor to perform its obligations under
 the Finance Documents; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the validity or enforceability of, or the effectiveness or ranking of
 any Security Interest granted or purporting to be granted pursuant to any of,
 the Finance Documents or the rights or remedies of any Finance Party under
 any of the Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Minimum Value means: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 from the date of this Agreement up to (but not including) the date of
 delivery of the Utilisation Request in respect of the Delivery Commitment,
 the amount in dollars which is at any relevant time 120% of the aggregate
 outstanding amount of the Loan; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 from the date of delivery of the Utilisation Request in respect of
 the Delivery Commitment, the amount in dollars which is at any relevant time
 120% of the Available Facility. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mortgage means a first mortgage of the
 Ship in the agreed form by the Borrower in favour of the Security Agent. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Mortgage Period means the period from the date
 the Mortgage is executed and registered until the date such Mortgage is
 released and discharged or the Total Loss Repayment Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Obligors means the parties to the Finance
 Documents (other than Finance Parties and the manager of the Ship) and Obligor means any one of them. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Financial Statements means: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the audited consolidated financial statements of the Group for its
 financial year ended 31 December 2008; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the audited financial statements of the Borrower, each of the
 Guarantors and the Counter Guarantor Subsidiary for its financial year ended
 31 December 2008. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Obligor means each party to this
 Agreement and the Original Security Documents (other than a Finance Party and
 the Manager). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Security Documents means: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Pre-Delivery Security Assignment;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Counter Guarantee and the Guarantee;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Mortgage;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the Deed of Covenant;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the Share Security;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 the Charter Assignment;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 the Account Security; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 any Manager’s Undertaking if required under clause 21.3 (Manager). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Participating Member State means any member state of the
 European Community that adopts or has adopted the euro as its lawful currency
 in accordance with legislation of the European Community relating to Economic
 and Monetary Union. 

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Party means a party to this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Permitted Maritime Liens means, in relation to a vessel:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 unless a Default is continuing, any ship repairer’s or outfitter’s
 possessory lien in respect of such vessel for an amount not exceeding the
 Major Casualty Amount; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any lien on such vessel for master’s, officer’s or crew’s wages
 outstanding in the ordinary course of its trading; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 liens for master’s disbursements incurred in the ordinary course of
 business and any other lien arising by operation of law in the ordinary
 course of the business, repair or maintenance of the Ship, and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any lien on such vessel for salvage. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Permitted Security Interests means, in relation to the Ship,
 any Security Interest over it which is:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 granted under the Existing Loan Agreement (up until the first
 Utilisation Date) and by the Finance Documents; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a Permitted Maritime Lien; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any Security Interest created in favour of a claimant or defendant in
 any proceedings or arbitration as security for costs and expenses while the
 Borrower is actively pursuing a claim or defending such proceedings or
 arbitration in good faith; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any Security Interests arising by operation of law in respect of
 taxes which are not overdue for payment or in respect of taxes being
 contested in good faith by appropriate steps; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 approved by the Majority Lenders 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 PROVIDED that in the case of (c) and (d) above the relevant liens (or
 any claim relating thereto) are, in the reasonable opinion of the Agent,
 covered by insurance or, as the case may be, appropriate reserves held with
 the Account Bank in an Account acceptable to the Agent. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pollutant means and includes crude oil and
 its products, any other polluting, toxic or hazardous substance and any other
 substance whose release into the environment is regulated or penalised by
 Environmental Laws.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pre-Delivery Available Facility means, at any relevant time, the
 Pre-Delivery Commitment then available for borrowing under this Agreement in
 accordance with clause 2.3 (Pre-Delivery
 Available Facility).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pre-Delivery Commitment means the amount specified in
 Schedule 2 (Ship information),
 as cancelled or reduced pursuant to any relevant provision of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pre-Delivery Security Assignment means an assignment of the
 Building Contract and the Refund Guarantee by the Borrower in favour of the
 Security Agent in the agreed form.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Price means the aggregate purchase
 price of the Ship, comprising (i) the Contract Price payable under the
 Building Contract and (ii) the transfer price paid to original buyer upon
 novation of the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Quotation Day means, in relation to any period
 for which an interest rate is to be determined, two Business Days before the
 first day of that period unless market practice differs in the 

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Interbank Market for a currency, in which case the Quotation Day for
 that currency shall be determined by the Agent in accordance with market
 practice in the Interbank Market (and if quotations would normally be given
 by leading banks in the Interbank Market on more than one day, the Quotation
 Day will be the last of those days). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Receiver means a receiver or a receiver
 and manager or an administrative receiver appointed in relation to the whole
 or any part of any Charged Property under any relevant Security Document. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reference Banks means the principal offices in
 London, Athens and Zurich respectively of DnB NOR Bank ASA, National Bank of
 Greece S.A. and UBS AG or such other banks as may be appointed by the Agent
 with the consent of the Borrower. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Refund Guarantee means the guarantee details of
 which are specified in Schedule 2 (Ship
 information) issued by the Refund Guarantor in respect of the
 Builder’s obligations under the Building Contract and any further guarantee
 to be issued by the Refund Guarantor in respect of such obligations. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Refund Guarantor means the refund guarantor
 specified in Schedule 2 (Ship information).
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Registry means such registrar,
 commissioner or representative of the relevant Flag State who is duly
 authorised and empowered to register the Ship, the Borrower’s title to the Ship
 and the Mortgage under the laws of its Flag State. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Relevant Jurisdiction means, in relation to an Obligor:
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 its jurisdiction of incorporation; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any jurisdiction where any Charged Property owned by it is situated; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any jurisdiction where it conducts its business; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any jurisdiction whose laws govern the perfection of any of the
 Security Documents entered into by it. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Repayment Date means: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the First Repayment Date; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 each of the dates falling at three monthly intervals thereafter up to
 but not including the Final Repayment Date; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Final Repayment Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Repeating Representations means each of the representations
 and warranties set out in clauses 17.1 (Status)
 to 17.10 (Ranking and effectiveness of
 Security Documents). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Requisition Compensation means any compensation paid or
 payable by a government entity for the requisition for title, confiscation or
 compulsory acquisition of the Ship. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reserve Account means any Account designated as a
 “Reserve Account” under clause
 26 (Bank accounts). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Retention Account means any Account designated as a
 “Retention Account” under clause
 26 (Bank accounts). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Revenue Account means any Account designated as a
 “Revenue Account” under clause
 26 (Bank accounts). 

 


12









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Screen Rate means the British Bankers
 Association Interest Settlement Rate for dollars and the relevant period
 displayed on the appropriate page of the Reuters screen. If the agreed page
 is replaced or service ceases to be available, the Agent may specify another
 page or service displaying the appropriate rate after consultation with the
 Borrower and the Lenders. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Security Agent includes any person as may be
 appointed security agent and trustee for the Lenders under this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Security Documents means: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Original Security Documents; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any other document as may after the date of this Agreement be
 executed to guarantee and/or secure any amounts owing to the Finance Parties
 under this Agreement or any other Security Document. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Security Interest means a mortgage, charge, pledge,
 lien, assignment, trust, hypothecation or other security interest of any kind
 securing any obligation of any person or any other agreement or arrangement
 having a similar effect.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Security Value means, at any time until the Ship
 has become a Total Loss or, as the case may be, the Building Contract is
 cancelled, terminated or rescinded, the amount in dollars which, at that
 time, is the aggregate of (a) the value of the Ship (or, if less, the maximum
 amount capable of being secured by the Mortgage) or, prior to the date of
 delivery of the Utilisation Request in respect of the Delivery Commitment,
 the value of the Building Contract and (b) the value of any additional
 security then held by the Security Agent provided under clause 24 (Minimum security value). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Selection Notice means a notice substantially in
 the form set out in Schedule 5 (Selection
 Notice) given in accordance with clause 9 (Interest Periods). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Share Security means the document constituting a
 first Security Interest by its Holding Company in favour of the Security
 Agent in the agreed form in respect of all of the shares in the Borrower. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Ship means the ship (to be built by
 the Builder under the Building Contract) described in Schedule 2 (Ship information). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Ship Representations means each of the representations
 and warranties set out in clauses 17.27 (Ship
 status) and 17.28 (Ship’s
 employment). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Spill means any spill, release or
 discharge of a Pollutant into the environment. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subsidiary of a person means any other
 person:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 directly or indirectly controlled by such person; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 of whose dividends or distributions on ordinary voting share capital
 such person is entitled to receive more than 50%. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tax means any tax, levy, impost, duty
 or other charge or withholding of a similar nature (including any penalty or
 interest payable in connection with any failure to pay or any delay in paying
 any of the same) and Taxation shall be construed accordingly. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total Commitments means the aggregate of the
 Commitments, being $147,500,000 at the date of this Agreement. 

 


13









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total Loss means, in relation to a vessel,
 its: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 actual, constructive, compromised or arranged total loss; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 requisition for title, confiscation or other compulsory acquisition
 by a government entity; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 hijacking, theft, condemnation, capture, seizure, arrest or detention
 for more than 30 days. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total Loss Date means, in relation to the Total
 Loss of a vessel: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in the case of an actual total loss, the date it happened or, if such
 date is not known, the date on which the vessel was last reported; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the date notice of abandonment of the vessel is given to its insurers;
 or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 if the insurers do not admit such a claim, the date later determined
 by a competent court of law to have been the date on which the total loss
 happened; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 the date upon which a binding agreement as to such compromised or
 arranged total loss has been entered into by the vessel’s insurers; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in the case of a requisition for title, confiscation or compulsory
 acquisition, the date it happened; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 in the case of hijacking, theft, condemnation, capture, seizure,
 arrest or detention, the date 30 days after the date upon which it happened. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Total Loss Repayment Date means where the Ship has become a
 Total Loss after Delivery the earlier of: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the date 180 days after its Total Loss Date; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the date upon which insurance proceeds or Requisition Compensation
 for such Total Loss are paid by insurers or the relevant government entity. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transfer Certificate means a certificate substantially
 in the form set out in Schedule 7 (Form of
 Transfer Certificate) or any other form agreed between the Agent
 and the Borrower or at any time after the occurrence of an Event of Default
 required by the Agent. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Transfer Date means, in relation to a transfer,
 the later of: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the proposed Transfer Date specified in the Transfer Certificate; and
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the date on which the Agent executes the Transfer Certificate. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treasury Transaction means any derivative transaction
 entered into in connection with protection against or benefit from
 fluctuation in any rate or price. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trust Property means, collectively: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 all moneys duly received by the Security Agent under or in respect of
 the Finance Documents; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any portion of the balance on any Account held by or charged to the
 Security Agent at any time; 

 


14









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Security Interests, guarantees, security, powers and rights given
 to the Security Agent under and pursuant to the Finance Documents including,
 without limitation, the covenants given to the Security Agent in respect of
 all obligations of any Obligor; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 all assets paid or transferred to or vested in the Security Agent or
 its agent or received or recovered by the Security Agent or its agent in connection
 with any of the Finance Documents whether from any Obligor or any other
 person; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 all or any part of any rights, benefits, interests and other assets
 at any time representing or deriving from any of the above, including all
 income and other sums at any time received or receivable by the Security
 Agent or its agent in respect of the same (or any part thereof). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Unpaid Sum means any sum due and payable but
 unpaid by an Obligor under the Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Utilisation means the making of an Advance. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Utilisation Date means the date on which a
 Utilisation is made. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Utilisation Request means a notice substantially in
 the form set out in Schedule 4 (Utilisation
 Request). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 VAT means value added tax as provided
 for in the Value Added Tax Act 1994 and any other tax of a similar nature and
 the analogous taxes in any other relevant jurisdictions. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2

 	
  

 	
 Construction 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.1

 	
  

 	
 Unless a contrary indication appears, any reference in any of the
 Finance Documents to: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Sections, clauses and Schedules are to be construed as references to
 the Sections and clauses of, and the Schedules to, the relevant Finance
 Document and references to a Finance Document include its Schedules; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a Finance Document or
 any other agreement or instrument is a reference to that Finance Document or
 other agreement or instrument as it may from time to time be amended,
 restated, novated or replaced, however fundamentally; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 words importing the plural shall include the singular and vice versa;
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 a time of day are to London time; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 any person includes its successors in title, permitted assignees or
 transferees; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 the knowledge, awareness and/or beliefs (and similar expressions) of
 any Obligor shall be construed so as to mean the knowledge, awareness and
 beliefs of the director and officers of such Obligor, having made due and
 careful enquiry; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 agreed form means: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 where a Finance Document has already been executed by the Agent or
 the Security Agent, such Finance Document in its executed form;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 prior to the execution of a Finance Document, the form of such
 Finance Document separately agreed in writing between the Agent and the
 Borrower, whether before or after the date of this Agreement, as the form in
 which that Finance Document is to be executed or another form approved at the
 request of the Borrower;

 


15









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 approved by the Majority Lenders means approved in writing by the
 Agent acting on the instructions of the Majority Lenders (on such conditions
 as they may respectively impose) and otherwise approved means approved in writing by the Agent acting on
 the instructions of all of the Lenders (on such conditions as the Agent may
 impose) and approval and approve shall be construed accordingly; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 assets includes present and future
 properties, revenues and rights of every description; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (j)

 	
 an authorisation means
 any authorisation, consent, concession, approval, resolution, licence,
 exemption, filing, notarisation or registration; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (k)

 	
 charter commitment means, in relation to a vessel,
 any charter or contract for the use, employment or operation of that vessel
 or the carriage of people and/or cargo or the provision of services by or
 from it and includes any agreement for pooling or sharing income derived from
 any such charter or contract; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (I)

 	
 control of an entity means: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the power (whether by way of ownership of shares, proxy, contract,
 agency or otherwise) to: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 cast, or control the casting of, more than 50% of the maximum number
 of votes that might be cast at a general meeting of that entity; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 appoint or remove all, or the majority, of the directors or other
 equivalent officers of that entity; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (C)

 	
 give directions with respect to the operating and financial policies
 of that entity with which the directors or other equivalent officers of that
 entity are obliged to comply; and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the holding beneficially of more than 50% of the issued share capital
 of that entity (excluding any part of that issued share capital that carries
 no right to participate beyond a specified amount in a distribution of either
 profits or capital);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and controlled shall be
 construed accordingly; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (m)

 	
 the term disposal or dispose means a sale, transfer or other
 disposal (including by way of lease or loan but not including by way of loan
 of money) by a person of all or part of its assets, whether by one
 transaction or a series of transactions and whether at the same time or over
 a period of time, but not the creation of a Security Interest;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (n)

 	
 dollar/$ means the lawful currency of the
 United States of America;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (o)

 	
 the equivalent of an
 amount specified in a particular currency (the specified currency amount) shall be construed as a reference
 to the amount of the other relevant currency which can be purchased with the
 specified currency amount in the London foreign exchange market at or about
 11:00 a.m. on the date the calculation falls to be made for spot delivery, as
 conclusively determined by the Agent (with the relevant exchange rate of any
 such purchase being the Agent’s spot rate
 of exchange);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (p)

 	
 a government entity
 means any government, state or agency of a state;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (q)

 	
 a guarantee means any
 guarantee, letter of credit, bond, indemnity or similar assurance against
 loss, or any obligation, direct or indirect, actual or contingent, to
 purchase or assume any indebtedness of any person or to make an investment in
 or loan to any person or to purchase assets of any person where, in each
 case, such obligation is

 


16









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 assumed in order to maintain or assist the ability of such person to
 meet its indebtedness; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (r)

 	
 indebtedness includes any obligation (whether
 incurred as principal or as surety) for the payment or repayment of money,
 whether present or future, actual or contingent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (s)

 	
 month means a period starting on one
 day in a calendar month and ending on the numerically corresponding day in
 the next calendar month or the calendar month in which it is to end, except
 that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 if the numerically corresponding day is not a Business Day, that
 period shall end on the next Business Day in that month (if there is one) or
 on the immediately preceding Business Day (if there is not); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 if there is no numerically corresponding day in that month, that
 period shall end on the last Business Day in that month,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and the above rules in paragraphs (i) to (ii) will only apply to the
 last month of any period; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (t)

 	
 an obligation means any
 duty, obligation or liability of any kind;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (u)

 	
 something being in the ordinary
 course of business of a person means something that is in the
 ordinary course of that person’s current day-to-day operational business (and
 not merely anything which that person is entitled to do under its
 Constitutional Documents);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 pay, prepay or repay in clause 27 (Business
 restrictions) includes by way of set-off, combination of accounts
 or otherwise;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (w)

 	
 a person includes any
 individual, firm, company, corporation, government entity or any association,
 trust, joint venture, consortium or partnership (whether or not having
 separate legal personality);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

 	
 a regulation includes
 any regulation, rule, official directive, request or guideline (whether or
 not having the force of law) of any governmental, intergovernmental or supranational
 body, agency, department or regulatory, self-regulatory or other authority or
 organisation and includes (without limitation) any Basel 2 Regulation;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (y)

 	
 right means any right, privilege, power
 or remedy, any proprietary interest in any asset and any other interest or
 remedy of any kind, whether actual or contingent, present or future, arising
 under contract or law, or in equity;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (z)

 	
 trustee, fiduciary and fiduciary
 duty has in each case the meaning given to such term under applicable
 law;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (aa)

 	
 (i) the winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator
 in the context of insolvency proceedings or security enforcement actions in
 respect of a person shall be construed so as to include any equivalent or
 analogous proceedings or any equivalent and analogous person or appointee
 (respectively) under the law of the jurisdiction in which such person is
 established or incorporated or any jurisdiction in which such person carries
 on business including (in respect of proceedings) the seeking or occurrences
 of liquidation, winding-up, reorganisation, dissolution, administration,
 arrangement, adjustment, protection or relief of debtors;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (bb)

 	
 wholly-owned subsidiary has the meaning given to that
 term in section 736 of the Companies Act 1985; and

 


17









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (cc)

 	
 a provision of law is a reference to that provision as amended or
 re-enacted.

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.2

 	
  

 	
 Where in this Agreement a provision includes a monetary reference level
 in one currency, unless a contrary indication appears, such reference level
 is intended to apply equally to its equivalent in other currencies as of the
 relevant time for the purposes of applying such reference level to any other
 currencies. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.3

 	
  

 	
 Section, clause and Schedule headings are for ease of reference only.
 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.4

 	
  

 	
 Unless a contrary indication appears, a term used in any other
 Finance Document or in any notice given under or in connection with any
 Finance Document has the same meaning in that Finance Document or notice as
 in this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.5

 	
  

 	
 A Default (other than an Event of Default) is continuing if it has
 not been remedied or waived and an Event of Default is continuing if it has
 not been waived. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.6

 	
  

 	
 Unless a contrary indication appears, in the event of any
 inconsistency between the terms of this Agreement and the terms of any other
 Finance Document when dealing with the same or similar subject matter, the
 terms of this Agreement shall prevail. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.3

 	
  

 	
 Third party rights 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.3.1

 	
  

 	
 Unless expressly provided to the contrary in a Finance Document for
 the benefit of a Finance Party or another Indemnified Person, a person who is
 not a party to a Finance Document has no right under the Contracts (Rights of
 Third Parties) Act 1999 (the Third Parties
 Act) to enforce or to enjoy the benefit of any term of the
 relevant Finance Document. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.3.2

 	
  

 	
 Any Finance Document may be rescinded or varied by the parties to it
 without the consent of any person who is not a party to it (unless otherwise
 provided by this Agreement). 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.3.3

 	
  

 	
 An Indemnified Person who is not a party to a Finance Document may
 only enforce its rights under that Finance Document through a Finance Party
 and if and to the extent and in such manner as the Finance Party may
 determine. 

 
	
  

 	
  

 	
  

 	
  

 
	
 1.4

 	
  

 	
 Finance Documents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Where any other Finance Document provides that this clause 1.4 shall
 apply to that Finance Document, any other provision of this Agreement which,
 by its terms, purports to apply to all or any of the Finance Documents and/or
 any Obligor shall apply to that Finance Document as if set out in it but with
 all necessary changes.

 
	
  

 	
  

 	
  

 	
  

 
	
 1.5

 	
  

 	
 Conflict of documents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The terms of the Finance Documents (other than as relates to the
 creation and/or perfection of security) are subject to the terms of this
 Agreement and, in the event of any conflict between any provision of this
 Agreement and any provision of any Finance Document (other than in relation
 to the creation and/or perfection of security) the provisions of this
 Agreement shall prevail.

 


18






SECTION 2 - THE FACILITY


	
 

	
 

	
 


	
2

	
 

	
The Facility


	
 

	
 

	
 


	
2.1

	
 

	
The Facility 


	
 

	
 

	
 


	
 

	
 

	
Subject
to the terms of this Agreement, the Lenders make available to the Borrower a
term loan facility in an aggregate amount equal to the Total Commitments.


	
 

	
 

	
 


	
2.2 

	
 

	
Finance Parties’ rights and obligations  


	
 

	
 

	
 


	
2.2.1

	
 

	
The
obligations of each Finance Party under the Finance Documents are several.
Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the
Finance Documents. No Finance Party is responsible for the obligations of any
other Finance Party under the Finance Documents. 


	
 

	
 

	
 


	
2.2.2

	
 

	
The
rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the
Finance Documents to a Finance Party from an Obligor shall be a separate and
independent debt. 


	
 

	
 

	
 


	
2.2.3

	
 

	
A
Finance Party may, except as otherwise stated in the Finance Documents
(including clauses 31.25 (All enforcement
action through the Security Agent)) and 32.2 (Finance Parties acting together),
separately enforce its rights under the Finance Documents. 


	
 

	
 

	
 


	
2.3

	
 

	
Pre-Delivery
Available Facility 


	
 

	
 

	
 


	
 

	
 

	
The
Pre-Delivery Commitment shall only be available for borrowing under the
Facility for the purpose of refinancing the amounts previously paid by the
Borrower under the Building Contract (save for an amount of $18,122,710
representing the Borrower’s equity in the Ship).


	
 

	
 

	
 


	
2.4

	
 

	
Delay in the
Delivery Date 


	
 

	
 

	
 


	
 

	
 

	
If the
Delivery Date shall be delayed to (a) a date between 1 September 2010 and 30
November 2010 the Delivery Commitment and the Total Commitments shall be
reduced by $2,912,549 or (b) a date between 1 December 2010 and 16 February
2011 the Delivery Commitment and the Total Commitments shall be reduced by
$5,868,787.








	
 

	
 

	
 


	
3

	
 

	
Purpose 


	
 

	
 

	
 


	
3.1

	
 

	
Purpose 


	
 

	
 

	
 


	
 

	
 

	
The
Borrower shall apply all amounts borrowed under the Facility in accordance
with this clause 3.


	
 

	
 

	
 


	
3.2

	
 

	
Use before
Delivery 


	
 

	
 

	
 


	
 

	
 

	
The Pre-Delivery
Commitment shall initially be made available solely for the purpose of
assisting the Borrower to finance payment of the amounts described in clause
2.3 (Pre-Delivery Available Facility).


	
 

	
 

	
 


	
3.3

	
 

	
Use on Delivery



	
 

	
 

	
 


	
 

	
 

	
The
Delivery Commitment shall initially be made available solely for the purpose
of assisting the Borrower to finance the Delivery Instalment for the Ship in
accordance with Article VII of the Building Contract.





19









	
 

	
 

	
 

	
 


	
3.4

	
 

	
Monitoring 


	
 

	
 

	
 


	
 

	
 

	
No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.


	
 

	
 

	
 

	
 


	
4

	
 

	
Conditions of Utilisation 


	
 

	
 

	
 

	
 


	
4.1

	
 

	
Conditions
precedent before Delivery 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
Pre-Delivery Commitment shall only become available for borrowing under this
Agreement if the Agent, or its duly authorised representative, has received
all of the documents and evidence listed in Part 1 of Schedule 3 (Conditions precedent to any Utilisation)
in form and substance satisfactory to the Agent (which shall include evidence
that such documents and evidence remain in full force and effect and
unamended).


	
 

	
 

	
 

	
 


	
4.2

	
 

	
Conditions precedent on Delivery 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
Delivery Commitment shall only become available for borrowing under this
Agreement if the Agent, or its duly authorised representative, has received
all of the documents and evidence listed in Part 2 of Schedule 3 (Conditions precedent on Delivery) in
form and substance satisfactory to the Agent.


	
 

	
 

	
 

	
 


	
4.3

	
 

	
Notice to Lenders 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
Agent shall notify the Borrower and the Lenders promptly upon receiving and
being satisfied with all of the documents and evidence delivered to it under
this clause 4.


	
 

	
 

	
 

	
 


	
4.4

	
 

	
Further conditions precedent 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) if on the date
of the Utilisation Request and on the proposed Utilisation Date:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
no Default is continuing or
would result from the proposed Utilisation;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the Repeating Representations
and, in relation to the first Utilisation, all of the other representations
set out in clause 17 (Representations)
(except the Ship Representations), are true; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
in relation to the Utilisation
of the Delivery Commitment, the Ship Representations are true.


	
 

	
 

	
 

	
 


	
4.5

	
 

	
Waiver of conditions precedent 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
conditions in this clause 4 are inserted solely for the benefit of the
Finance Parties and may be waived on their behalf in whole or in part and
with or without conditions by the Agent acting on the instructions of the
Lenders.





20





SECTION 3 - UTILISATION


	
 

	
 

	
 

	
 

	
 


	
5

	
 

	
Utilisation 


	
 

	
 

	
 


	
5.1

	
 

	
Delivery of a
Utilisation Request 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
Borrower may utilise the Facility by delivery to the Agent of a duly
completed Utilisation Request not later than 11:00 a.m. three Business Days
before the proposed Utilisation Date. 


	
 

	
 

	
 


	
5.2

	
 

	
Completion of a
Utilisation Request 


	
 

	
 

	
 


	
5.2.1

	
 

	
A
Utilisation Request is irrevocable and will not be regarded as having been
duly completed unless: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the proposed Utilisation Date is
a Business Day falling (i) (in the case of the Pre-Delivery Commitment)
within 30 days of the date of this Agreement and (ii) (in the case of the
Delivery Commitment) not later than 200 days after the scheduled delivery
date under the Building Contract;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the currency and amount of the
Utilisation comply with clause 5.3 (Currency
and amount);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the proposed Interest Period
complies with clause 9 (Interest Periods);
and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
it identifies the purpose for
the Utilisation and that purpose complies with clause 3 (Purpose).


	
 

	
 

	
 

	
 

	
 


	
5.2.2

	
 

	
Only one Advance may be
requested in each Utilisation Request. 








	
 

	
 

	
 

	
 


	
5.3

	
 

	
Currency and
amount 


	
 

	
 

	
 

	
 


	
 

	
 

	
The
currency specified in a Utilisation Request must be dollars and the amount of
the proposed Advance must be the lesser of (a) $80,000,000 in respect of the
Pre-Delivery Commitment and $67,500,000 in respect of the Delivery Commitment
or, if less, the amount of the Available Facility less the amount of the
outstanding Loan or (b) such amount as the Agent shall determine to be equal
to 65% of the Security Value as of the date of such Utilisation Request. 


	
 

	
 

	
 


	
5.4

	
 

	
Lenders’
participation 


	
 

	
 

	
 


	
5.4.1

	
 

	
If the
conditions set out in this Agreement have been met, each Lender shall make
its participation in each Advance available by the Utilisation Date through
its Facility Office. 


	
 

	
 

	
 


	
5.4.2

	
 

	
The
amount of each Lender’s participation in the Advance will be equal to the
proportion borne by its Commitment to the Total Commitments immediately prior
to making the Advance. 


	
 

	
 

	
 

	
 


	
5.4.3

	
 

	
The
Agent shall promptly notify each Lender of the amount of the Advance and the
amount of its participation in the Advance. 


	
 

	
 

	
 

	
 


	
5.4.4

	
 

	
The
Agent shall pay all amounts received by it in respect of each Advance (and
its own participation in it, if any) to the Borrower or for its account in
accordance with the instructions contained in the Utilisation Request. 


	
 

	
 

	
 

	
 


	
5.5

	
 

	
Condition
subsequent 


	
 

	
 

	
 


	
 

	
 

	
The
Borrower shall within three Business Days following the first Utilisation
provide duly executed acknowledgements of the notices of assignment as
required by the Pre-Delivery Security Assignment. 





21









	
 

	
 

	
 


	
 

	
 

	
REPAYMENT,
PREPAYMENT AND CANCELLATION


	
 

	
 

	
 


	
6

	
 

	
Repayment


	
 

	
 

	
 


	
6.1

	
 

	
Repayment 


	
 

	
 

	
 


	
 

	
 

	
The
Borrower shall on each Repayment Date repay such part of the Loan as is
required to be repaid by clause 6.2 (Scheduled
repayment of Facility).


	
 

	
 

	
 


	
6.2

	
 

	
Scheduled
repayment of Facility 


	
 

	
 

	
 


	
 

	
 

	
To the
extent not previously reduced, the Loan shall be repaid by instalments on
each Repayment Date by the amount specified below (as revised by clause 6.3):








	
 

	
 

	
 


	
Repayment Date

	
 

	
Amount $


	
 

	
 

	
 


	
First

	
 

	
2,912,549


	
 

	
 

	
 


	
Second

	
 

	
2,956,238


	
 

	
 

	
 


	
Third

	
 

	
3,000,581


	
 

	
 

	
 


	
Fourth

	
 

	
3,045,590


	
 

	
 

	
 


	
Fifth

	
 

	
3,091,274


	
 

	
 

	
 


	
Sixth

	
 

	
3,137,643


	
 

	
 

	
 


	
Seventh

	
 

	
3,184,707


	
 

	
 

	
 


	
Eighth

	
 

	
3,232,478


	
 

	
 

	
 


	
Ninth

	
 

	
3,280,965


	
 

	
 

	
 


	
Tenth

	
 

	
3,330,180


	
 

	
 

	
 


	
Eleventh

	
 

	
3,380,132


	
 

	
 

	
 


	
Twelfth

	
 

	
3,430,834


	
 

	
 

	
 


	
Thirteenth

	
 

	
3,482,297


	
 

	
 

	
 


	
Fourteenth

	
 

	
106,034,531


	
 

	
 

	
 


	
Total

	
 

	
147,500,000








	
 

	
 

	
 


	
 

	
 

	
If, with
approval, the Delivery Date shall be delayed (a) to a date between 1
September 2010 and 30 November 2010 the First Repayment Date shall be
excluded or (b) to a date between 1 December 2010 and 16 February 2011 the
First and Second Repayment Date shall be excluded.


	
 

	
 

	
 


	
 

	
 

	
On the
Final Repayment Date (without prejudice to any other provision of this
Agreement), the Loan shall be repaid in full.


	
 

	
 

	
 


	
6.3

	
 

	
Adjustment of
scheduled repayments 


	
 

	
 

	
 


	
 

	
 

	
If the
Total Commitments have been partially reduced under this Agreement and/or any
part of the Loan is prepaid (other than under clause 6.2) before any
Repayment Date, the amount of the instalment by which the Loan shall be
repaid under clause 6.2 on any such Repayment





22









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date (as
reduced by any earlier operation of this clause 6.3) shall be reduced pro
rata to such reduction in the Total Commitments (except in the case of a
prepayment under clause 7.4 (Fixed Rate
Differential Amount Prepayment) where the reduction shall be
treated as reducing the instalments in inverse chronological order by its
aggregate amount).


	
 

	
 

	
 

	
 


	
7

	
 

	
Illegality, prepayment and cancellation 


	
 

	
 

	
 


	
7.1

	
 

	
Illegality 


	
 

	
 

	
 


	
 

	
 

	
If it
becomes unlawful in any applicable jurisdiction for a Lender to perform any
of its obligations as contemplated by this Agreement or to fund or maintain
its participation in the Loan: 


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
that Lender shall promptly
notify the Agent upon becoming aware of that event;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
upon the Agent notifying the
Borrower, the Commitment of that Lender will be immediately cancelled; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the Borrower shall repay that
Lender’s participation in the Loan on the last day of the Interest Period
occurring after the Agent has notified the Borrower or, if earlier, the date
specified by the Lender in the notice delivered to the Agent (being no
earlier than the last day of any applicable grace period permitted by law).








	
 

	
 

	
 

	
 

	
 


	
7.2

	
 

	
Voluntary
cancellation 


	
 

	
 

	
 


	
 

	
 

	
The
Borrower may, if it gives the Agent not less than three Business Days’ (or
such shorter period as the Majority Lenders may agree) prior notice, cancel
the whole or any part (being a minimum amount of $1,000,000 and a multiple of
$1,000,000 of any part of the Available Facility which is undrawn at the
proposed date of cancellation. 


	
 

	
 

	
 


	
7.3

	
 

	
Voluntary
prepayment 


	
 

	
 

	
 


	
 

	
 

	
The
Borrower may, if it gives the Agent not less than three Business Days’ (or
such shorter period as the Majority Lenders may agree) prior written notice,
prepay the whole or any part of the Loan (but if in part, being an amount
that reduces the amount of the Loan by a minimum amount of $1,000,000 and
which is a multiple of $1,000,000) on the last day of an Interest Period in
respect of the amount to be prepaid. 


	
 

	
 

	
 


	
7.4

	
 

	
Fixed Rate
Differential Amount Prepayment 


	
 

	
 

	
 


	
 

	
 

	
On each
Repayment Date the Borrower shall (unless otherwise approved) apply any
amount standing to the credit of the Fixed Rate Differential Account in
prepayment of the Loan. 


	
 

	
 

	
 


	
7.5

	
 

	
Right of
cancellation and prepayment in relation to a single Lender 


	
 

	
 

	
 

	
 


	
7.5.1

	
 

	
If: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
any sum payable to any Lender by
an Obligor is required to be increased under clause 12.2 (Tax gross-up); or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
any Lender claims
indemnification from the Borrower under clause 12.3 (Tax indemnity) or clause 13.1 (Increased costs),


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
the
Borrower may, whilst the circumstance giving rise to the requirement or
indemnification continues, give the Agent notice of cancellation of the
Commitment of that Lender and its intention to procure the repayment of that
Lender’s participation in the Loan. 





23









	
 

	
 

	
 

	
 

	
 


	
7.5.2

	
 

	
On
receipt of a notice of cancellation referred to in clause 7.5.1 above, the
Commitment of that Lender shall immediately be reduced to zero. 


	
 

	
 

	
 

	
 


	
7.5.3

	
 

	
On the
last day of each Interest Period which ends after the Borrower has given
notice of cancellation under clause 7.5.1 above (or, if earlier, the date
specified by the Borrower in that notice), the Borrower shall repay that
Lender’s participation in the Loan. 


	
  

 
	
7.5.4

	
 

	
 

	
 


	
  

 
	
 

	
 

	
 

	
(a)

	
If any
Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender
continues to be a Defaulting Lender, give the Agent three Business Days’
notice of cancellation of the Commitment of that Lender.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
On the
notice referred to in paragraph (a) above becoming effective, the Commitment
of the Defaulting Lender shall immediately be reduced to zero.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
The
Agent shall as soon as practicable after receipt of a notice referred to in
paragraph (a) above, notify all the Lenders.








	
 

	
 

	
 

	
 

	
 


	
7.6

	
 

	
Total Loss 


	
 

	
 

	
 


	
 

	
 

	
On the Total Loss Repayment
Date:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the Total Commitments will be
reduced to zero; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the Borrower shall prepay the
Loan.


	
 

	
 

	
 

	
 


	
7.7

	
 

	
Mandatory
pre-delivery cancellation 


	
 

	
 

	
 


	
 

	
 

	
If, prior to Delivery:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the Building Contract is for any
reason and by any method cancelled, terminated or rescinded; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
a
competent court or arbitration panel decides that the Building Contract has
been validly cancelled, terminated or rescinded; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the Building Contract is varied
in a way prohibited by any Finance Document; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
the
Refund Guarantee is repudiated, cancelled, rescinded or otherwise terminated
or is not or ceases to be legal, valid, binding and enforceable obligations
of the Refund Guarantor or it is or becomes unlawful for the Refund Guarantor
to perform its obligations under it PROVIDED ALWAYS THAT the Refund Guarantee
is not immediately replaced or reinstated or reconfirmed in a form and manner
and by a person in each case approved in advance by the Lenders; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
Delivery has not occurred by the
Last Availability Date,


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
then the
Agent may, and shall if so directed by the Lenders, by notice to the Borrower
with effect from the date 25 Business Days after the giving of such notice
(or such later date as may be approved in advance by the Majority Lenders)
cancel the Total Commitments. The Borrower shall on the date such
cancellation takes effect prepay the Loan in full.


	
 

	
 

	
 


	
7.8

	
 

	
Automatic
cancellation 


	
 

	
 

	
 


	
 

	
 

	
Any part
of the Total Commitments which has not become available by the Last
Availability Date shall be automatically cancelled at close of business in
London on the Last Availability Date.





24









	
 

	
 

	
 


	
7.9

	
 

	
Restrictions 


	
 

	
 

	
 


	
7.9.1

	
 

	
Any
notice of cancellation or prepayment given by any Party under this clause 7
shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation
or prepayment. 


	
 

	
 

	
 


	
7.9.2

	
 

	
Any
prepayment under this Agreement shall be made together with accrued interest
on the amount prepaid and, subject to any Break Costs, without premium or
penalty save that, in the event of a voluntary prepayment of all or any part
of the Loan (other than prepayment under clauses 7.4 (Fixed Rate Differential Amount Prepayment),
7.5.4 (Right of Cancellation in relation
to a single Lender) and 7.6 (Total
Loss)) is made prior to the third anniversary from the first
Utilisation, a prepayment fee of 1% of the amount prepaid shall be paid at
the time of such prepayment. The Borrower hereby acknowledges that the
prepayment fee payable under this clause 7.9 is a genuine pre-estimate of the
losses that would be incurred by the Lenders in these circumstances. 


	
 

	
 

	
 


	
7.9.3

	
 

	
The
Borrower may not reborrow any part of the Facility which is prepaid. 


	
 

	
 

	
 


	
7.9.4

	
 

	
The
Borrower shall not repay or prepay all or any part of the Loan or cancel all
or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement. 


	
 

	
 

	
 


	
7.9.5

	
 

	
No
amount of the Total Commitments cancelled under this Agreement may be
subsequently reinstated. 


	
 

	
 

	
 


	
7.9.6

	
 

	
If the
Agent receives a notice under this clause 7 it shall promptly forward a copy
of that notice to either the Borrower or the affected Lender, as appropriate.



	
 

	
 

	
 


	
7.9.7

	
 

	
If the
Total Commitments are partially reduced under this Agreement (other than
under clause 7.1 (Illegality)
and clause 7.5 (Right of cancellation and
prepayment in relation to a single Lender)), the Commitments of
the Lenders shall be reduced rateably. 





25






SECTION 4 - COSTS OF UTILISATION


	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Interest

 
	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
 Calculation of interest

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The rate of interest on the Loan for each Interest Period is the
 percentage rate per annum which is the aggregate of the applicable:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Margin;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 LIBOR; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Mandatory Cost, if any.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
  

 	
 Payment of interest

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall pay accrued interest on the Loan on the last day
 of each Interest Period (and, if the Interest Period is longer than three
 months, on the dates falling at three monthly intervals after the first day
 of the Interest Period).

 
	
  

 	
  

 	
  

 
	
 8.3

 	
  

 	
 Default interest

 
	
  

 	
  

 	
  

 	
  

 
	
 8.3.1

 	
  

 	
 If an Obligor fails to pay any amount payable by it under a Finance
 Document on its due date, interest shall accrue on the overdue amount from
 the due date up to the date of actual payment (both before and after
 judgment) at a rate which, subject to clause 8.3.2 below, is 2% higher than
 the rate which would have been payable if the overdue amount had, during the
 period of non-payment, constituted the Loan for successive Interest Periods,
 each of a duration selected by the Agent (acting reasonably). Any interest
 accruing in accordance with this clause 8.3 shall be immediately payable by
 the Obligor on demand by the Agent.

 
	
  

 	
  

 	
  

 
	
 8.3.2

 	
  

 	
 If any overdue amount consists of all or part of the Loan which
 became due on a day which was not the last day of an Interest Period relating
 to the Loan or the relevant part of it:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the first Interest Period for that overdue amount shall have a
 duration equal to the unexpired portion of the current Interest Period
 relating to the Loan; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the rate of interest applying to the overdue amount during that first
 Interest Period shall be 2% higher than the rate which would have applied if
 the overdue amount had not become due.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.3.3

 	
  

 	
 Default interest (if unpaid) arising on an overdue amount will be
 compounded with the overdue amount at the end of each Interest Period
 applicable to that overdue amount but will remain immediately due and
 payable.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.4

 	
  

 	
 Notification of rates of interest

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall promptly notify the Lenders and the Borrower of the
 determination of a rate of interest under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Interest
 Periods

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
  

 	
 Selection of Interest Periods

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1.1

 	
  

 	
 The Borrower may select an Interest Period for the first Advance and
 thereafter the balance of the Loan in the Utilisation Request for the first
 Advance or (if the Loan has already been borrowed) in a Selection Notice.

 


26









	
  

 	
  

 	
  

 	
  

 
	
 9.1.2

 	
  

 	
 Each Selection Notice is irrevocable and must be delivered to the
 Agent by the Borrower not later than 11:00 a.m. three Business Days before
 the last day of the then current Interest Period.

 
	
  

 	
  

 	
  

 
	
 9.1.3

 	
  

 	
 If the Borrower fails to deliver a Selection Notice to the Agent in
 accordance with clause 9.1.2, the relevant Interest Period will subject to
 clause 9.2 (Interest Periods overrunning Repayment Dates), be three
 months.

 
	
  

 	
  

 	
  

 
	
 9.1.4

 	
  

 	
 Subject to this clause 9, the Borrower may select an Interest Period
 of one, three or six months or any other period agreed between the Borrower
 and the Agent on the instructions of all the Lenders, provided that the
 Borrower may not select more than two one month Interest Periods in any one
 calendar year.

 
	
  

 	
  

 	
  

 
	
 9.1.5

 	
  

 	
 No Interest Period shall extend beyond the Final Repayment Date.

 
	
  

 	
  

 	
  

 
	
 9.1.6

 	
  

 	
 The first Interest Period for the Loan shall start on the first
 Utilisation Date, the first Interest Period for the second or any later
 Advance shall start on the relevant Utilisation Date and end on the last day
 of the then current Interest Period for the balance of the Loan and each
 subsequent Interest Period for the Loan shall start on the last day of its
 preceding Interest Period.

 
	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Interest Periods overrunning Repayment
 Dates

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Borrower selects an Interest Period which would overrun any
 later Repayment Date, the Loan shall be divided into parts corresponding to
 the amounts by which the Total Commitments are scheduled to be reduced under
 clause 6.2 (Scheduled repayment of Facility) on each of the Repayment
 Dates falling during such Interest Period (each of which shall have a
 separate Interest Period ending on the relevant Repayment Date) and to the
 balance of the Loan (which shall have the Interest Period selected by the
 Borrower).

 
	
  

 	
  

 	
  

 
	
 9.3

 	
  

 	
 Non-Business Days

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If an Interest Period would otherwise end on a day which is not a
 Business Day, that Interest Period will instead end on the next Business Day
 in that calendar month (if there is one) or the preceding Business Day (if
 there is not).

 
	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Changes
 to the calculation of interest

 
	
  

 	
  

 	
  

 
	
 10.1

 	
  

 	
 Absence of quotations

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to clause 10.2 (Market disruption), if LIBOR is to be
 determined by reference to the Reference Banks but a Reference Bank does not
 supply a quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR
 shall be determined on the basis of the quotations of the remaining Reference
 Banks.

 
	
  

 	
  

 	
  

 
	
 10.2

 	
  

 	
 Market disruption

 
	
  

 	
  

 	
  

 
	
 10.2.1

 	
  

 	
 If a Market Disruption Event occurs in relation to the Loan for any
 Interest Period, then the rate of interest on each Lender’s share of the Loan
 for the Interest Period shall be the rate per annum which is the sum of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Margin;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the rate notified to the Agent by that Lender as soon as practicable
 and in any event before interest is due to be paid in respect of that
 Interest Period, to be that which expresses as a percentage rate per annum
 the cost to that Lender of funding its participation in the Loan from
 whatever source it may reasonably select; and

 


27









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Mandatory Cost, if any, applicable to that Lender’s participation
 in the Loan.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.2.2

 	
  

 	
 In this Agreement “Market Disruption Event” means that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 at or about noon on the Quotation Day for the relevant Interest
 Period the Screen Rate is not available and none or only one of the Reference
 Banks supplies a rate to the Agent to determine LIBOR for the relevant
 Interest Period; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 before close of business in London on the Quotation Day for the
 relevant Interest Period, the Agent receives notifications from a Lender or
 Lenders (whose participations in the Loan exceed 30% of the Loan) that the
 cost to it of obtaining matching deposits in the Interbank Market would be in
 excess of LIBOR.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Alternative basis of interest or funding

 
	
  

 	
  

 	
  

 	
  

 
	
 10.3.1

 	
  

 	
 If a Market Disruption Event occurs and the Agent or the Borrower so
 requires, the Agent and the Borrower shall enter into negotiations (for a
 period of not more than 30 days) with a view to agreeing a substitute basis
 for determining the rate of interest.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.3.2

 	
  

 	
 Any alternative basis agreed pursuant to clause 10.3.1 above shall,
 with the prior consent of all the Lenders be binding on all Parties.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.4

 	
  

 	
 Break Costs

 
	
  

 	
  

 	
  

 	
  

 
	
 10.4.1

 	
  

 	
 The Borrower shall, within three Business Days of demand by a Finance
 Party, pay to that Finance Party its Break Costs attributable to all or any
 part of the Loan or Unpaid Sum being paid by the Borrower on a day other than
 the last day of an Interest Period for the Loan or Unpaid Sum or relevant
 part of it.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.4.2

 	
  

 	
 Each Lender shall, as soon as reasonably practicable after a demand
 by the Agent, provide a certificate confirming the amount of its Break Costs
 for any Interest Period in which they accrue.

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Fees

 
	
  

 	
  

 	
  

 	
  

 
	
 11.1

 	
  

 	
 Commitment commission

 
	
  

 	
  

 	
  

 	
  

 
	
 11.1.1

 	
  

 	
 The Borrower shall pay to the Agent (for the account of each Lender)
 a fee in dollars computed at the rate of 1.1% per annum on the undrawn
 portion of that Lender’s Commitment calculated from the date of this
 Agreement (the “start date”).

 
	
  

 	
  

 	
  

 	
  

 
	
 11.1.2

 	
  

 	
 The Borrower shall pay the accrued commitment commission on the last
 day of the period of three months commencing on the start date, on the last
 day of each successive period of three months, on the Final Repayment Date
 and, if cancelled in full, on the cancelled amount of the relevant Lender’s
 Commitment at the time the cancellation is effective.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.2

 	
  

 	
 Arrangement fee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall pay to the Agent (for the distribution to the
 Lenders) an arrangement fee in the amount and at the times agreed in a Fee
 Letter.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.3

 	
  

 	
 Agency fee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall pay to the Agent (for its own account) an agency
 fee in the amount and at the times agreed in a Fee Letter.

 


28





SECTION
5 - ADDITIONAL PAYMENT OBLIGATIONS


	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Tax
 gross-up and indemnities

 
	
  

 	
  

 	
  

 
	
 12.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 
	
 12.1.1

 	
  

 	
 In this Agreement:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Protected Party
 means a Finance Party which is or will be subject to any liability, or
 required to make any payment, for or on account of Tax in relation to a sum
 received or receivable (or any sum deemed for the purposes of Tax to be
 received or receivable) under a Finance Document.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tax Deduction
 means a deduction or withholding for or on account of Tax from a payment
 under a Finance Document.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tax Payment
 means either the increase in a payment made by an Obligor to a Finance Party
 under clause 12.2 (Tax gross-up) or a payment under clause
 12.3 (Tax
 indemnity).

 
	
  

 	
  

 	
  

 
	
 12.1.2

 	
  

 	
 Unless a contrary indication appears, in this clause 12 a reference
 to “determines” or determined means a determination made in the absolute
 discretion of the person making the determination.

 
	
  

 	
  

 	
  

 
	
 12.2

 	
  

 	
 Tax gross-up

 
	
  

 	
  

 	
  

 
	
 12.2.1

 	
  

 	
 Each Obligor shall make all payments to be made by it under any
 Finance Document without any Tax Deduction, unless a Tax Deduction is
 required by law.

 
	
  

 	
  

 	
  

 
	
 12.2.2

 	
  

 	
 The Borrower shall, promptly upon becoming aware that an Obligor must
 make a Tax Deduction (or that there is any change in the rate or the basis of
 a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall
 notify the Agent on becoming so aware in respect of a payment payable to that
 Lender. If the Agent receives such notification from a Lender it shall notify
 the Borrower and that Obligor.

 
	
  

 	
  

 	
  

 
	
 12.2.3

 	
  

 	
 If a Tax Deduction is required by law to be made by an Obligor, the
 amount of the payment due from that Obligor under the relevant Finance
 Document shall be increased to an amount which (after making any Tax
 Deduction) leaves an amount equal to the payment which would have been due if
 no Tax Deduction had been required.

 
	
  

 	
  

 	
  

 
	
 12.2.4

 	
  

 	
 If an Obligor is required to make a Tax Deduction, that Obligor shall
 make that Tax Deduction and any payment required in connection with that Tax
 Deduction within the time allowed and in the minimum amount required by law.

 
	
  

 	
  

 	
  

 
	
 12.2.5

 	
  

 	
 Within 30 days of making either a Tax Deduction or any payment
 required in connection with that Tax Deduction, the Obligor making that Tax
 Deduction shall deliver to the Agent for the Finance Party entitled to the
 payment evidence reasonably satisfactory to that Finance Party that the Tax
 Deduction has been made or (as applicable) any appropriate payment paid to
 the relevant taxing authority.

 
	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Tax indemnity

 
	
  

 	
  

 	
  

 
	
 12.3.1

 	
  

 	
 The Borrower shall (within three Business Days of demand by the
 Agent) pay to a Protected Party an amount equal to the loss, liability or
 cost which that Protected Party determines will be or has been (directly or
 indirectly) suffered for or on account of Tax by that Protected Party in
 respect of a Finance Document.

 


29









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.2

 	
  

 	
 Clause 12.3.1 above shall not apply:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 with respect to any Tax assessed on a Finance Party:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 under the law of the jurisdiction in which that Finance Party is
 incorporated or, if different, the jurisdiction (or jurisdictions) in which
 that Finance Party is treated as resident for tax purposes; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 under the law of the jurisdiction in which that Finance Party’s
 Facility Office is located in respect of amounts received or receivable in that
 jurisdiction,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 if that Tax is imposed on or calculated by reference to the overall
 net income received or receivable (but not any sum deemed to be received or
 receivable) by that Finance Party; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to the extent a loss, liability or cost is compensated for by an
 increased payment under clause 12.2 (Tax gross-up).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.3

 	
  

 	
 A Protected Party making, or intending to make a claim under clause
 12.3.1 above shall promptly notify the Agent of the event which will give, or
 has given, rise to the claim, following which the Agent shall notify the
 Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.4

 	
  

 	
 A Protected Party shall, on receiving a payment from an Obligor under
 this clause 12.3, notify the Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.4

 	
  

 	
 Stamp taxes

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall pay and, within three Business Days of demand,
 indemnify each Finance Party against any cost, loss or liability that Finance
 Party incurs in relation to all stamp duty, registration and other similar
 Taxes payable in respect of any Finance Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5

 	
  

 	
 Value added tax

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.1

 	
  

 	
 All amounts set out, or expressed to be payable under a Finance
 Document by any party to a Finance Party which (in whole or in part)
 constitute the consideration for VAT purposes shall be deemed to be exclusive
 of any VAT which is chargeable on such supply, and accordingly, subject to
 clause 12.5.3 below, if VAT is charged on any supply made by any Finance
 Party to any party under a Finance Document, that party shall pay to the
 Finance Party (in addition to and at the same time as paying the
 consideration) an amount equal to the amount of the VAT (and such Finance
 Party shall promptly provide an appropriate VAT invoice to such party).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.2

 	
  

 	
 If VAT is charged on any supply made by any Finance Party (the Supplier)
 to any other Finance Party (the Recipient) under a Finance Document, and
 any party to a Finance Document (the Relevant Party) is required by the terms
 of any Finance Document to pay an amount equal to the consideration for such
 supply to the Supplier (rather than being required to reimburse the Recipient
 in respect of that consideration), the Relevant Party shall also pay to the
 Supplier (in addition to and at the same time as paying such amount) an
 amount equal to the amount of such VAT. The Recipient will promptly pay to
 the Relevant Party an amount equal to any credit or repayment from the
 relevant tax authority which it reasonably determines relates to the VAT
 charged on that supply.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.3

 	
  

 	
 Where a Finance Document requires any party to it to reimburse a
 Finance Party for any costs or expenses, that party shall also at the same
 time pay and indemnify the Finance Party against all VAT incurred by the
 Finance Party in respect of the costs or expenses to the extent that the
 Finance Party reasonably determines that neither it nor any other member of
 any group of which it is a member for VAT purposes is entitled to credit or
 repayment of the VAT.

 


30









	
  

 	
  

 	
  

 	
  

 
	
 13

 	
  

 	
 Increased
 Costs

 
	
  

 	
  

 	
  

 
	
 13.1

 	
  

 	
 Increased Costs

 
	
  

 	
  

 	
  

 	
  

 
	
 13.1.1

 	
  

 	
 Subject to clause 13.3 (Exceptions), the Borrower shall, within
 three Business Days of a demand by the Agent, pay for the account of a
 Finance Party the amount of any Increased Costs incurred by that Finance
 Party or any of its Affiliates as a result of (a) the introduction of or any
 change in (or in the interpretation, administration or application of) any
 law or regulation or (b) compliance with any law or regulation in either case
 made after the date of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.1.2

 	
  

 	
 In this Agreement Increased Costs means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 a reduction in the rate of return from the Facility or on a Finance
 Party’s (or its Affiliate’s) overall capital;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 an additional or increased cost; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 a reduction of any amount due and payable under any Finance Document,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 which is incurred or suffered by a Finance Party or any of its
 Affiliates to the extent that it is attributable to that Finance Party having
 entered into its Commitment or funding or performing its obligations under
 any Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
  

 	
 Increased Cost claims

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2.1

 	
  

 	
 A Finance Party intending to make a claim pursuant to clause 13.1 (Increased
 costs) shall notify the Agent of the event giving rise to the
 claim, following which the Agent shall promptly notify the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.2.2

 	
  

 	
 Each Finance Party shall, as soon as practicable after a demand by
 the Agent, provide a certificate confirming the amount of its Increased
 Costs.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.3

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 
	
 13.3.1

 	
  

 	
 Clause 13.1 (Increased Costs) does not apply to the
 extent any Increased Cost is:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 attributable to a Tax Deduction required by law to be made by an
 Obligor;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 compensated for by clause 12.3 (Tax indemnity) (or would have been
 compensated for under clause 12.3 (Tax indemnity) but was not so
 compensated solely because any of the exclusions in clause 12.3.2 applied);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 compensated for by the payment of the Mandatory Cost; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 attributable to the wilful breach by the relevant Finance Party or
 its Affiliates of any law or regulation.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.3.2

 	
  

 	
 In this clause 13.3, a reference to a Tax Deduction has the same
 meaning given to the term in clause 12.1 (Definitions).

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
  

 	
 Other
 indemnities

 
	
  

 	
  

 	
  

 	
  

 
	
 14.1

 	
  

 	
 Currency indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
 14.1.1

 	
  

 	
 If any sum due from an Obligor under the Finance Documents (a Sum),
 or any order, judgment or award given or made in relation to a Sum, has to be
 converted from the currency

 


31









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (the First Currency) in which that Sum is payable into another
 currency (the Second Currency) for the purpose of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 making or filing a claim or proof against that Obligor; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 obtaining or enforcing an order, judgment or award in relation to any
 litigation or arbitration proceedings,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 that Obligor shall, as an independent obligation, within three
 Business Days of demand by a Finance Party, indemnify each Finance Party to
 whom that Sum is due against any cost, loss or liability arising out of or as
 a result of the conversion including any discrepancy between (i) the rate of
 exchange used to convert that Sum from the First Currency into the Second
 Currency and (ii) the rate or rates of exchange available to that person at
 the time of its receipt of that Sum.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.1.2

 	
  

 	
 Each Obligor waives any right it may have in any jurisdiction to pay
 any amount under the Finance Documents in a currency or currency unit other
 than that in which it is expressed to be payable.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.2

 	
  

 	
 Other indemnities

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall (or shall procure that another Obligor will),
 within three Business Days of demand by a Finance Party, indemnify each
 Finance Party against any cost, loss or liability incurred by that Finance
 Party as a result of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the occurrence of any Event of Default;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a failure by an Obligor to pay any amount due under a Finance
 Document on its due date, including without limitation, any cost, loss or
 liability arising as a result of clause 33 (Sharing among the Finance Parties);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 funding, or making arrangements to fund, its participation in the
 Loan requested by the Borrower in a Utilisation Request but not made by
 reason of the operation of any one or more of the provisions of this
 Agreement (other than by reason of default or negligence by that Finance
 Party) alone; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the Loan (or part of the Loan) not being prepaid in accordance with a
 notice of prepayment given by the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Indemnity to the Agent and the Security
 Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly indemnify the Agent and the Security
 Agent against any cost, loss or liability incurred by the Agent (acting
 reasonably) as a result of

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 investigating any event which it reasonably believes is a Default;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 acting or relying on any notice, request or instruction which it
 reasonably believes to be genuine, correct and appropriately authorised; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any action taken by the Agent or any of its representatives, agents
 or contractors in connection with any powers conferred by any Security
 Document to remedy any breach of any Obligor’s obligations under the Finance
 Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.4

 	
  

 	
 Indemnity concerning security

 
	
  

 	
  

 	
  

 	
  

 
	
 14.4.1

 	
  

 	
 The Borrower shall (or shall procure that another Obligor will)
 promptly indemnify each Indemnified Person against any cost, expense, loss or
 liability incurred by it in connection with:

 


32









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the taking, holding, protection or enforcement of the Security
 Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the exercise or purported exercise of any of the rights, powers,
 discretions and remedies vested in the Security Agent and each Receiver by
 the Finance Documents or by law unless and to the extent that it was caused
 by its gross negligence or wilful misconduct;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any claim (whether relating to the environment or otherwise) made or
 asserted against the Indemnified Person which would not have arisen but for
 the execution or enforcement of one or more Finance Documents (unless and to
 the extent it is caused by the gross negligence or wilful misconduct of that
 Indemnified Person); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any breach by any Obligor of the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.4.2

 	
  

 	
 The Security Agent may, in priority to any payment to the other
 Finance Parties, indemnify itself out of the Trust Property in respect of,
 and pay and retain, all sums necessary to give effect to the indemnity in
 this clause 14.4 and shall have a lien on the Security Documents and the
 proceeds of the enforcement of the Security Documents for all monies payable
 to it.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.5

 	
  

 	
 Exclusion of liability

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Indemnified Person will be in any way liable or responsible to any
 Obligor (whether as mortgagee in possession or otherwise) who is a Party or
 is a party to a Finance Document to which this clause applies for any loss or
 liability arising from any act, default, omission or misconduct of that
 Indemnified Person, except to the extent caused by its own gross negligence
 or wilful misconduct. Any Indemnified Person may rely on this clause 14.5
 subject to clause 1.3 (Third party rights) and the provisions
 of Third Parties Act.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.6

 	
  

 	
 Fax and email indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall indemnify each Finance Party against any cost,
 claim, loss, expense or liability together with any VAT thereon which any of
 the Finance Parties may sustain or incur as a consequence of any fax or email
 communication purporting to originate from the Borrower to the Agent or the
 Security Agent being made or delivered fraudulently or without proper
 authorisation (unless such cost, claim, loss, expense or liability is the
 direct result of the gross negligence or wilful misconduct of the relevant
 Finance Party or the Agent or the Security Agent).

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
  

 	
 Mitigation
 by the Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
 15.1

 	
  

 	
 Mitigation

 
	
  

 	
  

 	
  

 	
  

 
	
 15.1.1

 	
  

 	
 Each Finance Party shall, in consultation with the Borrower, take all
 reasonable steps to mitigate any circumstances which arise and which would
 result in any amount becoming payable under or pursuant to, or cancelled
 pursuant to, any of clause 7.1 (Illegality), clause 12 (Tax
 gross-up and indemnities), clause 13 (Increased costs) or
 paragraph 3 of Schedule 6 (Mandatory Cost formulae) including (but
 not limited to) transferring its rights and obligations under the Finance
 Documents to another Affiliate or Facility Office.

 
	
  

 	
  

 	
  

 	
  

 
	
 15.1.2

 	
  

 	
 Clause 15.1.1 does not in any way limit the obligations of any
 Obligor under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 15.2

 	
  

 	
 Limitation of liability

 
	
  

 	
  

 	
  

 	
  

 
	
 15.2.1

 	
  

 	
 The Borrower shall promptly indemnify each Finance Party for all
 costs and expenses incurred by that Finance Party as a result of steps taken
 by it under clause 15.1 (Mitigation).

 


33









	
  

 	
  

 	
  

 	
  

 
	
 15.2.2

 	
  

 	
 A Finance Party is not obliged to take any steps under clause 15.1 (Mitigation)
 if, in the opinion of that Finance Party (acting reasonably), to do so might
 be prejudicial to it.

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Costs
 and expenses

 
	
  

 	
  

 	
  

 	
  

 
	
 16.1

 	
  

 	
 Transaction expenses

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly within five Business Days of demand pay
 the Agent and the Arrangers and the Security Agent the amount of all costs
 and expenses (including fees, costs and expenses of legal advisers and,
 subject to clause 23.17, insurance and other consultants and advisers)
 reasonably incurred by any of them (and by any Receiver) in connection with
 the negotiation, preparation, printing, execution, syndication, registration
 and perfection and any release, discharge or reassignment of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 this Agreement and any other documents referred to in this Agreement
 and the Original Security Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any other Finance Documents executed or proposed to be executed after
 the date of this Agreement including any executed to provide additional
 security under clause 24 (Minimum security value);or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any Security Interest expressed or intended to be granted by a
 Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
 16.2

 	
  

 	
 Amendment costs

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If an Obligor requests an amendment, waiver or consent, the Borrower
 shall, within five Business Days of demand by the Agent, reimburse the Agent
 for the amount of all costs and expenses (including fees, costs and expenses
 of legal advisers and insurance and other consultants and advisers)
 reasonably incurred by the Agent and the Security Agent (and by any Receiver)
 in responding to, evaluating, negotiating or complying with that request or
 requirement.

 
	
  

 	
  

 	
  

 	
  

 
	
 16.3

 	
  

 	
 Enforcement and preservation costs

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall within five Business Days of demand by a Finance
 Party, pay to each Finance Party the amount of all costs and expenses
 (including fees, costs and expenses of legal advisers and insurance and other
 consultants and advisers) reasonably incurred by that Finance Party in
 connection with the enforcement of, or the preservation of any rights under,
 any Finance Document and any proceedings initiated by or against any
 Indemnified Person and as a consequence of holding the Charged Property or
 enforcing those rights.

 


34





SECTION 6 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 Representations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower makes and repeats the representations and warranties set
 out in this clause 17 to each Finance Party at the times specified in clause
 17.30 (Times
 when representations are made).

 
	
  

 	
  

 	
  

 	
  

 
	
 17.1

 	
  

 	
 Status

 
	
  

 	
  

 	
  

 	
  

 
	
 17.1.1

 	
  

 	
 Each Obligor and the Manager is duly incorporated and validly
 existing under the laws of the jurisdiction of its incorporation as a limited
 liability company or corporation and has no centre of main interests,
 permanent establishment or place of business outside the jurisdiction in which
 it is incorporated (save as notified to the Agent) and is in compliance with
 its Constitutional Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.1.2

 	
  

 	
 Each Obligor and the Manager has power and authority to carry on its
 business as it is now being conducted and to own its property and other
 assets.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.2

 	
  

 	
 Binding obligations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to the Legal Reservations, the obligations expressed to be
 assumed by each Obligor in each Finance Document, Charter Document or
 Building Contract Document to which it is, or is to be, a party are or, when
 entered into by it, will be legal, valid, binding and enforceable obligations
 and each Security Document to which an Obligor is, or will be, a party,
 creates or will create the Security Interests which that Security Document
 purports to create and those Security Interests are or will be valid and
 effective.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.3

 	
  

 	
 Power and authority

 
	
  

 	
  

 	
  

 	
  

 
	
 17.3.1

 	
  

 	
 Each Obligor has, or will have when entered into by it, power to
 enter into, perform and deliver and comply with its obligations under, and
 has taken, or will take when entered into by it, all necessary action to
 authorise its entry into, each Finance Document, Charter Document or Building
 Contract Document to which it is or will be a party.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.3.2

 	
  

 	
 No limitation on any Obligor’s powers to borrow, create security or
 give guarantees will be exceeded as a result of any transaction under, or the
 entry into of, any Finance Document, Charter Document or Building Contract
 Document to which such Obligor is, or is to be, a party, with effect on and from
 the date of the relevant Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.4

 	
  

 	
 Non-conflict

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The entry into and performance by each Obligor and the Manager of,
 and the transactions contemplated by the Finance Documents, the Charter
 Documents and the Building Contract Documents and the granting of the
 Security Interests purported to be created by the Security Documents do not
 and will not conflict with:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any law or regulation applicable to any Obligor or the Manager;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Constitutional Documents of any Obligor or the Manager; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any agreement or other instrument binding upon any Obligor or the
 Manager or its assets or constitute a default or termination event (however
 described) under any such agreement or instrument, or 

 


35









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 result in the creation of any Security Interest (save for a Permitted
 Maritime Lien or under a Security Document) on such Obligor’s (or the
 Manager’s) assets, rights or revenues.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.5

 	
  

 	
 Validity and admissibility in evidence

 
	
  

 	
  

 	
  

 	
  

 
	
 17.5.1

 	
  

 	
 All authorisations required or desirable:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to enable each Obligor lawfully to enter into, exercise its rights
 and comply with its obligations under each Finance Document and any Charter
 Document or Building Contract Document to which it is a party;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to make each Finance Document and any Charter Document or Building
 Contract Document to which it is a party admissible in evidence in its
 Relevant Jurisdiction; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 to ensure that each of the Security Interests created under the
 Security Documents has the priority and ranking contemplated by them,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 have been obtained or effected, or as the case may be will be
 obtained or effected when entered into, and are, or as the case may be will
 be when entered into, in full force and effect except any authorisation or
 filing referred to in clause 17.12 (No filing or stamp taxes), which
 authorisation or filing will be promptly obtained or effected within any
 applicable period.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.5.2

 	
  

 	
 All authorisations necessary for the conduct of the business, trade
 and ordinary activities of each Obligor and the Manager have been obtained or
 effected and are in full force and effect if failure to obtain or effect
 those authorisations might have a Material Adverse Effect.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.6

 	
  

 	
 Governing law and enforcement

 
	
  

 	
  

 	
  

 	
  

 
	
 17.6.1

 	
  

 	
 The choice of governing law as provided in any Finance Document and
 any Charter Document or Building Contract Document will be recognised and
 enforced in each Obligor’s Relevant Jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.6.2

 	
  

 	
 Any judgment obtained in England in relation to an Obligor will be
 recognised and enforced in each Obligor’s Relevant Jurisdictions.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7

 	
  

 	
 Information

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.1

 	
  

 	
 Any Information is true and accurate in all material respects at the
 time it was given or made.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.2

 	
  

 	
 Any Information contained in the Counter Guarantor Representations
 Letter is true and accurate in all material aspects at the time that the
 Repeating Representations are repeated and the words “existing ship
 financings” in the Counter Guarantor Representations Letter shall be deemed
 to mean such ship financings as exist at the time that any Repeated
 Representations are repeated in accordance with clause 17.30 (Times when
 representations are made).

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.3

 	
  

 	
 There are no facts or circumstances or any other information which
 could make the Information incomplete, untrue, inaccurate or misleading in
 any material respect.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.4

 	
  

 	
 The Information does not omit anything which could make the
 Information incomplete, untrue, inaccurate or misleading in any material
 respect.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.5

 	
  

 	
 All opinions, projections, forecasts or expressions of intention
 contained in the Information and the assumptions on which they are based have
 been arrived at after due and careful enquiry and consideration and were
 believed to be reasonable by the person who provided that Information as at
 the date it was given or made.

 


36









	
  

 	
  

 	
  

 
	
 17.7.6

 	
  

 	
 For the purposes of this clause 17.7, “Information” means: any
 information provided by any Obligor or the Counter Guarantor Subsidiary to
 any of the Finance Parties in connection with the Finance Documents, Charter
 Documents or Building Contract Documents or the transactions referred to in
 them including that contained in the Counter Guarantor Representations
 Letter.

 
	
  

 	
  

 	
  

 
	
 17.8

 	
  

 	
 Original Financial Statements

 
	
  

 	
  

 	
  

 
	
 17.8.1

 	
  

 	
 The Original Financial Statements were prepared in accordance with
 GAAP consistently applied.

 
	
  

 	
  

 	
  

 
	
 17.8.2

 	
  

 	
 The audited Original Financial Statements give a true and fair view
 of the financial condition and results of operations of the relevant Obligors
 and the Group (consolidated in the case of the Group) during the relevant
 financial year.

 
	
  

 	
  

 	
  

 
	
 17.8.3

 	
  

 	
 There has been no material adverse change in its assets, business or
 financial condition (or the assets, business or consolidated financial
 condition of any of the Obligors or the Group) since the date of the Original
 Financial Statements.

 
	
  

 	
  

 	
  

 
	
 17.9

 	
  

 	
 Pari passu ranking

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Obligor’s payment obligations under the Finance Documents rank
 at least pari passu with all its other present and future unsecured and
 unsubordinated payment obligations, except for obligations mandatorily preferred
 by law applying to companies generally.

 
	
  

 	
  

 	
  

 
	
 17.10

 	
  

 	
 Ranking and effectiveness of security

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to the Legal Reservations and any filing, registration or
 notice requirements which is referred to in any legal opinion delivered to
 the Agent under clause 4.1 (Conditions precedent before delivery),
 the security created by the Security Documents has (or will have when the
 Security Documents have been executed) the priority which it is expressed to
 have in the Security Documents, the Charged Property is not subject to any
 Security Interest other than Permitted Security Interests and such security
 will constitute perfected security on the assets described in the Security
 Documents.

 
	
  

 	
  

 	
  

 
	
 17.11

 	
  

 	
 No insolvency

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No corporate action, legal proceeding or other procedure or step
 described in clause 28.8 (Insolvency proceedings) or creditors’
 process described in clause 28.9 (Creditors’ process) has been taken or,
 to the knowledge of any Obligor or the Manager, threatened in relation to an
 Obligor or the Manager or a Subsidiary of an Obligor and none of the
 circumstances described in clause 28.7 (Insolvency) applies to an Obligor or the
 Manager or a Subsidiary of an Obligor or any Finance Document and any Charter
 Document or Building Contract Document to which it is, or is to be, party.

 
	
  

 	
  

 	
  

 
	
 17.12

 	
  

 	
 No filing or stamp taxes

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Under the laws of each Obligor’s Relevant Jurisdictions it is not
 necessary that any Finance Document and any Charter Document or Building
 Contract Document to which it is, or is to be, party be filed, recorded or
 enrolled with any court or other authority in that jurisdiction or that any
 stamp, registration, notarial or similar Taxes or fees be paid on or in
 relation to any such Finance Document and any Charter Document or Building
 Contract Document or the transactions contemplated by the Finance Documents
 except any filing, recording or enrolling or any tax or fee payable in
 relation to any Finance Document which is referred to in any legal opinion
 delivered to the Agent under clause 4.1 (Conditions precedent before delivery)
 and which will be made or paid promptly after the date of the relevant
 Finance Document.

 


37









	
  

 	
  

 	
  

 
	
 17.13

 	
  

 	
 Deduction of Tax

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor is required to make any deduction for or on account of Tax
 from any payment it may make under any Finance Document and no other party is
 required to make any such deduction from any payment it may make under any
 Charter Document or Building Contract Document.

 
	
  

 	
  

 	
  

 
	
 17.14

 	
  

 	
 No Default

 
	
  

 	
  

 	
  

 
	
 17.14.1

 	
  

 	
 No Default is continuing or is reasonably likely to result from the
 making of any Utilisation or the entry into, the performance of, or any
 transaction contemplated by, any Finance Document and any Charter Document or
 Building Contract Document and no breach has occurred by the Borrower of any
 Charter Documents or Building Contract Document.

 
	
  

 	
  

 	
  

 
	
 17.14.2

 	
  

 	
 No other event or circumstance is outstanding which constitutes (or,
 with the expiry of a grace period, the giving of notice, the making of any
 determination or any combination of any of the foregoing, would constitute) a
 default or termination event (however described) under any other agreement or
 instrument which is binding on any Obligor or the Manager or to which any
 Obligor’s or the Manager’s assets are subject which might have a Material
 Adverse Effect.

 
	
  

 	
  

 	
  

 
	
 17.15

 	
  

 	
 No proceedings pending or threatened

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No litigation, arbitration or administrative proceedings or
 investigations of, or before, any court, arbitral body or agency which, if
 adversely determined, might reasonably be expected to have a Material Adverse
 Effect have (to the best of any Obligor’s or the Manager’s knowledge and
 belief) been started or threatened against any Obligor or the Manager or any
 Subsidiary of an Obligor.

 
	
  

 	
  

 	
  

 
	
 17.16

 	
  

 	
 No breach of laws

 
	
  

 	
  

 	
  

 
	
 17.16.1

 	
  

 	
 No Obligor nor the Manager or Subsidiary of an Obligor or the Manager
 has breached any law or regulation which might have a Material Adverse
 Effect.

 
	
  

 	
  

 	
  

 
	
 17.16.2

 	
  

 	
 No labour dispute is current or, to the best of any Obligor’s or the
 Manager’s knowledge and belief, threatened against any Obligor or the Manager
 or any Subsidiary of an Obligor which may have a Material Adverse Effect.

 
	
  

 	
  

 	
  

 
	
 17.17

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 
	
 17.17.1

 	
  

 	
 No Environmental Law applicable to any Fleet Vessel and/or any
 Obligor or the Manager or any Subsidiary of an Obligor has been violated in a
 manner or circumstances which might have, a Material Adverse Effect.

 
	
  

 	
  

 	
  

 
	
 17.17.2

 	
  

 	
 All consents, licences and approvals required under such
 Environmental Laws have been obtained and are currently in force.

 
	
  

 	
  

 	
  

 
	
 17.17.3

 	
  

 	
 No Environmental Claim has been made or threatened or is pending
 against any Obligor or any Subsidiary of an Obligor or any Fleet Vessel where
 that claim might have a Material Adverse Effect and there has been no
 Environmental Incident which has given, or might give, rise to such a claim.

 
	
  

 	
  

 	
  

 
	
 17.18

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 
	
 17.18.1

 	
  

 	
 No Obligor or Subsidiary of an Obligor nor the Manager is materially
 overdue in the filing of any Tax returns or overdue in the payment of any
 amount in respect of Tax.

 
	
  

 	
  

 	
  

 
	
 17.18.2

 	
  

 	
 No claims or investigations are being, or are reasonably likely to
 be, made or conducted against any Obligor or the Manager or any Subsidiary of
 an Obligor with respect to Taxes 

 


38









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 such that a liability of, or claim against, any Obligor or the
 Manager or any Subsidiary of an Obligor is reasonably likely to arise for an
 amount for which adequate reserves have not been provided in the Original
 Financial Statements and which might have a Material Adverse Effect.

 
	
  

 	
  

 	
  

 
	
 17.18.3

 	
  

 	
 Except as advised to the Agent prior to the date of this Agreement,
 each Obligor and the Manager is resident for Tax purposes only in the
 jurisdiction of its incorporation.

 
	
  

 	
  

 	
  

 
	
 17.19

 	
  

 	
 Security and Financial Indebtedness

 
	
  

 	
  

 	
  

 
	
 17.19.1

 	
  

 	
 No Security Interest exists over all or any of the present or future
 assets of the Borrower or GasLog Carriers in breach of this Agreement, other
 than the Permitted Security Interests.

 
	
  

 	
  

 	
  

 
	
 17.19.2

 	
  

 	
 Except from the Existing Loan Agreement, neither the Borrower nor
 GasLog Carriers has any other Financial Indebtedness outstanding in breach of
 this Agreement.

 
	
  

 	
  

 	
  

 
	
 17.20

 	
  

 	
 Legal and beneficial ownership

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Both of the Borrower and GasLog Carriers is, or will be, when
 granted, the sole legal and beneficial owner of the respective assets over
 which it purports to grant a Security Interest under the Security Documents.

 
	
  

 	
  

 	
  

 
	
 17.21

 	
  

 	
 Shares

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The shares of the Borrower are fully paid and not subject to any
 option to purchase or similar rights. The Constitutional Documents of the
 Borrower do not and could not restrict or inhibit any transfer of those
 shares on creation or enforcement of the Security Documents. There are no
 agreements in force which provide for the issue or allotment of, or grant any
 person the right to call for the issue or allotment of, any share or loan
 capital of the Borrower (including any option or right of pre-emption or
 conversion).

 
	
  

 	
  

 	
  

 
	
 17.22

 	
  

 	
 Accounting Reference Date

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The accounting reference date of each Obligor is the Accounting
 Reference Date.

 






	
  

 	
  

 	
  

 	
  

 
	
 17.23

 	
  

 	
 No adverse consequences

 
	
  

 	
  

 	
  

 
	
 17.23.1

 	
  

 	
 It is not necessary under the laws of the Relevant Jurisdictions of
 any Obligor:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in order to enable any Finance Party to enforce its rights under any
 Finance Document; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 by reason of the execution of any Finance Document or the performance
 by any Obligor of its obligations under any Finance Document,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 that any Finance Party should be licensed, qualified or otherwise
 entitled to carry on business in any of such Relevant Jurisdictions.

 
	
  

 	
  

 	
  

 
	
 17.23.2

 	
  

 	
 No Finance Party is or will be deemed to be resident, domiciled or
 carrying on business in any Relevant Jurisdiction by reason only of the
 execution, performance and/or enforcement of any Finance Document.

 
	
  

 	
  

 	
  

 
	
 17.24

 	
  

 	
 Copies of documents

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The copies of the Charter Documents, the Building Contract Documents
 and the Constitutional Documents of the Obligors delivered to the Agent under
 clause 4 (Conditions
 of Utilisation) will be true, complete and accurate copies of such
 documents and include all amendments and supplements to them as at the time
 of such delivery and no other agreements or arrangements exist between any of
 the parties to any Charter Document or Building Contract 

 


39









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Document which would materially affect the transactions or
 arrangements contemplated by any Charter Document or Building Contract
 Document or modify or release the obligations of any party under that Charter
 Document or Building Contract Document.

 
	
  

 	
  

 	
  

 
	
 17.25

 	
  

 	
 No breach of any Building Contract Document
 or Charter Document

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower nor (so far as the Borrower is aware) any other person
 is in breach of any Charter Document or Building Contract Document to which
 it is a party nor has anything occurred which entitles or may entitle any party
 to any Charter Document or Building Contract Document to rescind or terminate
 it or decline to perform their obligations under it.

 
	
  

 	
  

 	
  

 
	
 17.26

 	
  

 	
 No immunity

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor or any of its assets is immune to any legal action or
 proceeding.

 
	
  

 	
  

 	
  

 
	
 17.27

 	
  

 	
 Ship status

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship will on the first day of the Mortgage Period be:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 registered provisionally in the name of the Borrower through the
 relevant Registry as a ship under the laws and flag of the relevant Flag
 State;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 operationally seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 classed with the relevant Classification free of all requirements and
 recommendations of the relevant Classification Society; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 insured in the manner required by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.28

 	
  

 	
 Ship’s employment

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall on the first day of the Mortgage Period:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 have been delivered, and accepted for service, under the Charter; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 be free of any charter commitment other than the Charter.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.29

 	
  

 	
 Address commission

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 There are no rebates, commissions or other payments in connection
 with the Building Contract or the Charter other than those referred to in it.

 
	
  

 	
  

 	
  

 
	
 17.30

 	
  

 	
 Other Finance Arrangements

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor (acting in any capacity whatsoever) has agreed to
 cross-default provisions as part of another loan or credit agreement entered
 into with a financier which are more beneficial to that financier than those
 provisions set out in clause 28.6 (Cross-Default) other than those
 mentioned in the Counter Guarantor Representations Letter.

 
	
  

 	
  

 	
  

 
	
 17.31

 	
  

 	
 Times when representations are made

 
	
  

 	
  

 	
  

 
	
 17.31.1

 	
  

 	
 All of the representations and warranties set out in this clause 17 (other than
 Ship Representations) are deemed to be repeated on the dates of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the first Utilisation Request; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the first Utilisation.

 


40









	
  

 	
  

 	
  

 	
  

 
	
 17.31.2

 	
  

 	
 The Repeating Representations are deemed to be repeated on the dates
 of each subsequent Utilisation Request, the date of each Utilisation and the
 first day of each Interest Period.

 
	
  

 	
  

 	
  

 
	
 17.31.3

 	
  

 	
 All of the Ship Representations are deemed to be made and repeated on
 the first day of the Mortgage Period.

 
	
  

 	
  

 	
  

 
	
 17.31.4

 	
  

 	
 Each representation or warranty deemed to be made after the date of this
 Agreement shall be deemed to be made by reference to the facts and
 circumstances then existing at the date the representation or warranty is
 deemed to be made.

 
	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 Information
 undertakings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The undertakings in this clause 18 remain in force during the
 Facility Period.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this clause 18:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Annual Financial Statements” means the financial statements
 for a financial year of the Group, the Borrower, each of the Guarantors, the
 Counter Guarantor and the Counter Guarantor Subsidiary delivered pursuant to
 clause 18.1.1.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Half-Yearly Financial Statements” means the financial
 statements for a financial half year of the Group, the Borrower, each of the
 Guarantors, the Counter Guarantor and the Counter Guarantor Subsidiary
 delivered pursuant to clause 18.1.2.

 
	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Financial statements

 
	
  

 	
  

 	
  

 
	
 18.1.1

 	
  

 	
 The Borrower shall supply to the Agent or, as the case may be, shall
 procure that the Agent is supplied with as soon as the same become available,
 but in any event within 150 days after the end of the relevant financial
 years:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the audited consolidated financial statements of the Group for that
 financial year; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the audited financial statements (consolidated if appropriate) of the
 Borrower, each of the Guarantors, the Counter Guarantor and the Counter
 Guarantor Subsidiary for that financial year.

 
	
  

 	
  

 	
  

 	
  

 
	
 18.1.2

 	
  

 	
 The Borrower shall supply to the Agent or, as the case may be, shall
 procure that the Agent is supplied with as soon as the same become available,
 but in any event within 90 days after the end of each half year of the
 relevant financial year the unaudited financial statements (consolidated if
 appropriate) of the Group, the Borrower, the Counter Guarantor Subsidiary,
 the Guarantors and the Counter Guarantor (the first such financial statements
 in respect of the Counter Guarantor being for the half year ended as of 30
 June 2010) for that financial half-year.

 
	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Requirements as to financial statements

 
	
  

 	
  

 	
  

 
	
 18.2.1

 	
  

 	
 The Borrower shall procure that each set of Annual Financial
 Statements and Half-Yearly Financial Statements includes a profit and loss
 account, a balance sheet and a cashflow statement and that, in addition each
 set of Annual Financial Statements shall be audited by the Auditors.

 
	
  

 	
  

 	
  

 
	
 18.2.2

 	
  

 	
 Each set of financial statements delivered pursuant to clause 18.1 (Financial
 statements) shall:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 be prepared in accordance with GAAP;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 give a true and fair view of (in the case of Annual Financial
 Statements for any financial year), or fairly represent (in other cases), the
 financial condition and 

 


41









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 operations of the Group or (as the case may be) relevant Obligor or
 (as the case may be) the Counter Guarantor Subsidiary as at the date as at
 which those financial statements were drawn up; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in the case of annual audited financial statements, not be the
 subject of any qualification in the Auditors’ opinion.

 
	
  

 	
  

 	
  

 	
  

 
	
 18.2.3

 	
  

 	
 The Borrower shall procure that each set of financial statements
 delivered pursuant to clause 18.1 (Financial statements) shall be prepared
 using GAAP, accounting practices and financial reference periods consistent
 with those applied in the preparation of the Original Financial Statements,
 unless, in relation to any set of financial statements, the Borrower notifies
 the Agent that there has been a change in GAAP or the accounting practices
 and the Auditors deliver to the Agent:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 a description of any change necessary for those financial statements
 to reflect the GAAP or accounting practices and reference periods upon which
 corresponding Original Financial Statements were prepared; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 sufficient information, in form and substance as may be reasonably
 required by the Agent, to enable the Lenders to determine whether clause 5 of
 the Counter Guarantee (Financial covenants) has been complied
 with and to make an accurate comparison between the financial position
 indicated in those financial statements and the Original Financial
 Statements.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any reference in this Agreement to any financial statements shall be
 construed as a reference to those financial statements as adjusted to reflect
 the basis upon which the Original Financial Statements were prepared.

 
	
  

 	
  

 	
  

 
	
 18.3

 	
  

 	
 Presentations

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Once in every financial year, or more frequently if requested to do
 so by the Agent if the Agent reasonably suspects a Default is continuing or
 may have occurred or may occur, the Borrower shall procure that one director
 of the Counter Guarantor give a presentation to the Finance Parties about the
 on-going business and financial performance of the Group and any other matter
 which a Finance Party may reasonably request.

 
	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Year-end

 
	
  

 	
  

 	
  

 
	
 18.4.1

 	
  

 	
 The Borrower shall procure that each financial year-end for each
 Obligor falls on the Accounting Reference Date.

 
	
  

 	
  

 	
  

 
	
 18.4.2

 	
  

 	
 The Borrower shall procure that each accounting period ends on an
 accounting date.

 
	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 Information: miscellaneous

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall supply to the Agent:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 at the same time as they are dispatched, copies of all material
 documents dispatched by any Obligor to its creditors generally (or any class
 of them);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 promptly upon becoming aware of them, the details of any litigation,
 arbitration or administrative proceedings which are current, threatened or pending
 against any Obligor or the Manager (subject always to any written
 confidentiality undertakings granted by the Manager to third parties from
 time to time) and which, if adversely determined, might have a Material
 Adverse Effect;

 


42









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 promptly, such information as the Agent may reasonably require about
 the Charged Property and compliance of the Obligors with the terms of any
 Security Documents; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 promptly on request, such further information regarding the financial
 condition, assets and operations of the Obligors as any Finance Party through
 the Agent may reasonably request; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 promptly, any requests made by the Charterer under clause 19 of the
 Charter.

 
	
  

 	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Notification of Default

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall notify the Agent of any Default (and the steps, if
 any, being taken to remedy it) promptly upon the Borrower becoming aware of
 its occurrence (unless it is aware that a notification has already been
 provided by another Obligor).

 
	
  

 	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
 Sufficient copies

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower, if so requested by the Agent, shall supply sufficient
 copies of each document to be supplied under the Finance Documents to the
 Agent to distribute to each of the Lenders.

 
	
  

 	
  

 	
  

 
	
 18.8

 	
  

 	
  “Know your customer” checks

 
	
  

 	
  

 	
  

 
	
 18.8.1

 	
  

 	
 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 an Obligor or the composition of the
 shareholders of an Obligor after the date of this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 obliges the Agent or any Lender (or, in the case of paragraph (c)
 above, 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, each Obligor shall promptly upon
 the request of the Agent or any Lender 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 any Lender (for itself or, in the case
 of the event described in paragraph (c) above, on behalf of any prospective
 new Lender) in order for the Agent, such Lender or, in the case of the event
 described in paragraph (c) above, any prospective new Lender to carry out and
 be satisfied with the results of all necessary “know your customer” or other
 similar checks under all applicable laws and regulations pursuant to the
 transactions contemplated in the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 18.8.2

 	
  

 	
 Each Finance Party shall promptly upon the request of the Agent or the
 Security Agent supply, or procure the supply of, such documentation and other
 evidence as is reasonably requested by the Agent or the Security Agent (for
 itself) in order for it to carry out and be satisfied with the results of all
 necessary “know your customer” or other similar checks under all applicable
 laws and regulations pursuant to the transactions contemplated in the Finance
 Documents.

 
	
  

 	
  

 	
  

 
	
 19

 	
  

 	
 General
 undertakings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes or, as the case may be, shall procure that
 this clause 19 will be complied with throughout the Facility Period.

 


43









	
  

 	
  

 	
  

 	
  

 
	
 19.1

 	
  

 	
 Use of proceeds

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The proceeds of Utilisations will be used exclusively for the
 purposes specified in clause 3 (Purpose).

 
	
  

 	
  

 	
  

 	
  

 
	
 19.2

 	
  

 	
 Authorisations

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Obligor will promptly (and in connection with any Finance
 Document, as soon as such Finance Document is entered into):

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 obtain, comply with and do all that is necessary to maintain in full
 force and effect; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 supply certified copies to the Agent of,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any authorisation required under any law or regulation of a Relevant
 Jurisdiction to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (I)

 	
 enable it to perform its obligations under the Finance Documents and
 the Charter Documents or Building Contract Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 ensure the legality, validity, enforceability or admissibility in
 evidence of any Finance Document or Charter Document or Building Contract
 Document; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 carry on its business where failure to do so has, or is reasonably
 likely to have, a Material Adverse Effect.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.3

 	
  

 	
 Compliance with laws

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Obligor, the Manager and the Counter Guarantor Subsidiary will
 comply in all respects with all laws and regulations (including Environmental
 Laws) to which it may be subject.

 
	
  

 	
  

 	
  

 
	
 19.4

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 
	
 19.4.1

 	
  

 	
 Each Obligor, the Manager and the Counter Guarantor Subsidiary shall
 pay and discharge all Taxes imposed upon it or its assets within such time
 period as may be allowed by law without incurring penalties unless and only
 to the extent that:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 such payment is being contested in good faith;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 adequate reserves are being maintained for those Taxes and the costs
 required to contest them which have been disclosed in its latest financial
 statements delivered to the Agent under clause 18.1 (Financial statements); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 such payment can be lawfully withheld.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.4.2

 	
  

 	
 Except as approved by the Lenders, each Obligor shall maintain its
 residence for Tax purposes in the jurisdiction in which it is incorporated
 and ensure that it is not resident for Tax purposes in any other
 jurisdiction.

 
	
  

 	
  

 	
  

 
	
 19.5

 	
  

 	
 Change of business

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as approved, no substantial change will be made to the general
 nature of the business of the Counter Guarantor or the Obligors from that
 carried on at the date of this Agreement.

 
	
  

 	
  

 	
  

 
	
 19.6

 	
  

 	
 Merger

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as approved, no Obligor will enter into any amalgamation,
 demerger, merger, consolidation or corporate reconstruction.

 


44









	
  

 	
  

 	
  

 	
  

 
	
 19.7

 	
  

 	
 Other
 Finance Arrangements

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor (acting in any capacity whatsoever) will agree to
 cross-default provisions as part of another loan or credit agreement entered
 into with a financier which are more beneficial to that financier than those
 provisions set out in clause 28.6 (Cross-Default) other than those
 mentioned in the Counter Guarantor Representations Letter.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.8

 	
  

 	
 Further assurance

 
	
  

 	
  

 	
  

 	
  

 
	
 19.8.1

 	
  

 	
 Each Obligor shall promptly do all such acts or execute all such
 documents (including assignments, transfers, mortgages, charges, notices and
 instructions) as the Agent may reasonably specify (and in such form as the
 Agent may reasonably require in favour of the Security Agent or its
 nominee(s)) as provided under each Finance Document, as applicable:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to perfect the Security Interests created or intended to be created
 by that Obligor under or evidenced by the Security Documents (which may
 include the execution of a mortgage, charge, assignment or other security
 over all or any of the assets which are, or are intended to be, the subject
 of the Security Documents, excluding registration of the Guarantee and
 Counter Guarantee with the respective Companies Registry) or to protect or
 ensure the priority of such Security Interests or for the exercise of any
 rights, powers and remedies of the Security Agent or the Finance Parties
 provided by or pursuant to the Finance Documents or by law;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to confer on the Security Agent or on the Finance Parties Security
 Interests over any property and assets of that Obligor located in any
 jurisdiction equivalent or similar to the Security Interest intended to be
 conferred by or pursuant to the Security Documents; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 to facilitate the realisation of the assets which are, or are
 intended to be, the subject of the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.8.2

 	
  

 	
 Each Obligor shall take all such action as is available to it
 (including making all filings and registrations, excluding registration of
 the Guarantee and Counter Guarantee with the respective Companies Registry)
 as may be necessary for the purpose of the creation, perfection, protection
 or maintenance of any Security interest (or the priority of any Security
 Interest) conferred or intended to be conferred on the Security Agent or the Finance
 Parties by or pursuant to the relevant Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.9

 	
  

 	
 Negative pledge in respect of Charged
 Property

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as approved and for Permitted Maritime Liens, no Obligor will
 grant or allow to exist any Security Interest over any Charged Property.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.10

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 	
  

 
	
 19.10.1

 	
  

 	
 Without prejudice to clause 18.5(b), the Agent will be notified as
 soon as reasonably practicable of any Environmental Claim being made against
 any Fleet Vessel or the owner of any Fleet Vessel or the Manager which, if
 successful to any extent, might reasonably be expected to have a Material
 Adverse Effect and of any Environmental Incident which may give rise to such
 a claim and will be kept regularly and promptly informed in reasonable detail
 of the nature of, and response to, any such Environmental Incident and the
 defence to any such claim.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.10.2

 	
  

 	
 Environmental Laws (and any consents, licences or approvals obtained
 under them) applicable to Fleet Vessels will not be violated in a way which
 might have a Material Adverse Effect.

 


45









	
  

 	
  

 	
  

 	
  

 
	
 19.11

 	
  

 	
 Pari
 passu

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Obligor will ensure that its obligations under the Finance
 Documents shall, without prejudice to the security intended to be created by
 the Security Documents, at all times rank at least pari passu with all its
 other present and future unsecured and unsubordinated Indebtedness with the
 exception of any obligations which are mandatorily preferred by law and not
 by contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Construction
 period

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Unless otherwise specifically provided, the Borrower undertakes that
 this clause 20 will be complied with throughout the period from the date of
 this Agreement until the earlier of the Delivery of the Ship and the end of
 the Facility Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 Document of title

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall give irrevocable instructions to the Builder to
 hold the Ship and any document of title to the Ship to the order and at the
 disposal of the Security Agent and ensure that the Builder complies with such
 instructions.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.2

 	
  

 	
 Performance of Building Contract

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall duly and punctually observe and perform all the
 conditions and obligations imposed on it by the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 Performance by Builder and Refund Guarantor

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall use its best endeavours to ensure that the Builder
 performs its obligations under the Building Contract and builds the Ship
 diligently and that the Refund Guarantor performs its obligations under the
 Refund Guarantee.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Progress and information

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Promptly upon the Borrower becoming aware of the same, it shall
 inform the Agent of any breach by the Builder of the Building Contract and
 upon the Agent’s request, the Borrower shall advise the Agent of the progress
 of construction of the Ship and supply the Agent with such other information
 as the Agent may require about the construction of the Ship or the Building
 Contract or the Refund Guarantee.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.5

 	
  

 	
 Arbitration under Building Contract

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly notify the Agent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 if either party begins an arbitration under the Building Contract;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 of the identity of the arbitrators; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 of the conclusion of the arbitration and the terms of any arbitration
 award.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Conveyance on default

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Where the Ship is (or is to be) sold in exercise of any power
 contained in the Pre-Delivery Security Assignment or otherwise conferred on
 the Security Agent, the Borrower shall execute, immediately upon the Agent’s
 request, such form of conveyance of the Ship as the Agent may require.

 


46









	
  

 	
  

 	
  

 	
  

 
	
 20.7

 	
  

 	
 Enforcement
 of rights

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Upon the occurrence of an Event of Default which is continuing or
 upon the Agent becoming aware of a breach by the Builder under the Building
 Contract, the Borrower shall do everything which the Agent requires for the
 purpose of enforcing the rights of the Borrower under the Building Contract
 and/or the Refund Guarantee and allow its name to be used by the Security
 Agent for that purpose. Prior to the occurrence of an Event of Default which
 is continuing, the Borrower shall, at the Agent’s request, enter into
 consultation with the Agent and upon agreement between the Agent and the
 Borrower, the Borrower shall do everything which the Agent requires for the
 purpose of enforcing the rights of the Borrower under the Building Contract
 and/or the Refund Guarantee and allow its name to be used by the Security
 Agent for that purpose.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.8

 	
  

 	
 Notification of certain events

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall notify the Agent as soon as it becomes aware that
 either party has cancelled, rescinded, repudiated or otherwise terminated the
 Building Contract (or has purported to do so) or has rejected the Ship (or
 purported to do so) or if the Ship has become a Total Loss or partial loss or
 is materially damaged or if a dispute arises under the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.9

 	
  

 	
 Ship’s registration and mortgage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower will, immediately upon its Delivery, duly execute (and
 deliver to the Agent) the Mortgage and register the Ship and the Mortgage
 with the relevant Registry under the laws and flag of its Flag State.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.10

 	
  

 	
 Sale or other disposal

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, such approval not to be unreasonably withheld,
 the Borrower will not dispose of the Ship or any share or interest in it or
 its rights under the Building Contract or the Refund Guarantee or agree to do
 so.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.11

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Refund Guarantee will not be varied;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Building Contract shall not be varied and the specification of
 the Ship shall not be materially varied (and, for the avoidance of doubt,
 variations requiring approval shall include, but shall not be limited to, any
 assignment or novation of the Building Contract, any variation which might
 reasonably be expected to delay the delivery of the Ship beyond the Last
 Availability Date or put at risk the delivery of the Ship to the Charterer or
 any variation to alter the circumstances in which the Building Contract may
 be cancelled, terminated or suspended);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the specification of the Ship will not be changed in a substantial
 way (and for the avoidance of doubt, substantial changes requiring approval
 shall include, but shall not be limited to, any variation which alters the
 intended type, commercial use, purpose or trading capacity of the Ship or
 materially reduces the Ship’s anticipated value when completed or impairs the
 intended use under the Charter); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the terms upon which supervision of construction of the Ship is being
 conducted (which might have been approved) shall not be varied.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For this purpose, ordering any extras, additions or alterations will
 be a substantial change and a material variation if their cost (or if the
 aggregate cost of the proposed work together with the 

 


47









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 cost of any additional work already ordered or change of
 specification already agreed) will alter the Contract Price by a cumulative
 amount greater than 5% of the Price. The Borrower shall agree in writing with
 the Builder the terms and specification of any such work before the work is
 put in hand irrespective of whether approval of that work is required under
 the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.12

 	
  

 	
 Releases and waivers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, there shall be no release of the Builder or the
 Refund Guarantor from any of its obligations under the Building Contract or
 the Refund Guarantee, no waiver of any breach of such obligations and no
 consent to anything which would otherwise be such a breach.

 
	
  

 	
  

 	
  

 	
  

 
	
 20.13

 	
  

 	
 Rejection and cancellation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval such approval not to be:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 unreasonably delayed; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 unreasonably withheld (in the event that the delivery of the Ship to
 the Charterer will not be in compliance with the Charter),

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the Borrower shall not exercise any right which it may have to reject
 the Ship (save in circumstances where the Building Contract is not cancelled,
 rescinded or otherwise terminated and the Builder shall have the right under
 the Building Contract to remedy a deficiency in the Ship justifying such
 rejection and re-tender it for delivery to the Borrower after such rejection)
 or cancel or rescind or otherwise terminate the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 Dealings with
 Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause 21 will be complied with in
 relation to the Ship throughout the Mortgage Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.1

 	
  

 	
 Ship’s name and registration

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The Ship’s name shall only be changed after prior notice to the
 Agent.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 The Ship shall be permanently registered with the relevant Registry
 within 90 days of the date of the Mortgage registered with the relevant
 Registry under the laws of its Flag State. Except with approval, the Ship
 shall not be registered under any other flag or at any other port or fly any
 other flag (other than that of its Flag State). If that registration is for a
 limited period, it shall be renewed at least 45 days before the date it is
 due to expire and the Agent shall be notified of that renewal at least 30
 days before that date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Nothing will be done and no action will be omitted if that might
 result in such registration being forfeited or imperilled or the Ship being
 required to be registered under the laws of another state of registry.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.2

 	
  

 	
 Sale or other disposal of Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, such approval not to be unreasonably withheld,
 the Borrower will not sell, or agree to, transfer, abandon or otherwise
 dispose of the Ship or any share or interest in it.

 


48









	
  

 	
  

 	
  

 	
  

 
	
 21.3

 	
  

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A manager of the Ship shall not be appointed unless that manager and
 the terms of its appointment are approved (such approval not to be
 unreasonably withheld) and it has delivered a duly executed Manager’s
 Undertaking to the Security Agent. Once approved, no material variations may
 be agreed to the terms of appointment of the manager without approval (and,
 for the avoidance of doubt, any assignment or novation of the terms of
 appointment without approval shall constitute a material variation).

 
	
  

 	
  

 	
  

 	
  

 
	
 21.4

 	
  

 	
 Copy of Mortgage on board

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A properly certified copy of the Mortgage shall be kept on board the
 Ship with its papers and shown to anyone having business with the Ship which
 might create or imply any commitment or Security Interest over or in respect
 of the Ship (other than a lien for crew’s wages and salvage) and to any
 representative of the Agent or the Security Agent.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Notice of Mortgage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A framed printed notice of the Mortgage shall be prominently
 displayed in the navigation room and in the Master’s cabin of the Ship. The
 notice must be in plain type and read as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  “NOTICE OF MORTGAGE

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Ship is subject to a first mortgage in favour of [here
 insert name of mortgagee] of [here insert address of mortgagee]. Under
 the said mortgage and related documents, neither the Owner nor any charterer
 nor the Master of this Ship has any right, power or authority to create,
 incur or permit to be imposed upon this Ship any commitments or encumbrances
 whatsoever other than for crew’s wages and salvage”.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No-one will have any right, power or authority to create, incur or
 permit to be imposed upon the Ship any lien whatsoever other than for crew’s
 wages and salvage.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.6

 	
  

 	
 Conveyance on default

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Where the Ship is (or is to be) sold in exercise of any power
 conferred by the Security Documents, the Borrower shall, upon the Agent’s
 request, immediately execute such form of transfer of title to the Ship as
 the Agent may require.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.7

 	
  

 	
 Chartering

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Borrower shall not enter into any charter
 commitment for the Ship (except for the Charter), which is:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 a bareboat or demise charter or passes possession and operational
 control of the Ship to another person;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 capable of lasting more than 13 calendar months;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 on terms as to payment or amount of hire which are materially less
 beneficial to it than the terms which at that time could reasonably be
 expected to be obtained on the open market for vessels of the same age and
 type as the Ship under charter commitments of a similar type and period; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 to an Affiliate.

 


49









	
  

 	
  

 	
  

 	
  

 
	
 21.8

 	
  

 	
 Sharing
 of Earnings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Borrower shall not enter into any
 arrangement under which its Earnings from the Ship may be shared with anyone
 else.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.9

 	
  

 	
 Payment of Earnings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower’s Earnings from the Ship shall be paid in the way
 required by the Deed of Covenant and the Charter Assignment. If any Earnings
 are held by brokers or other agents, they shall be paid to the Security
 Agent, if it requires this after the Earnings have become payable to it under
 the Deed of Covenant and the Charter Assignment.

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 Condition and
 operation of Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause 22 will be complied with in
 relation to the Ship throughout the Mortgage Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.1

 	
  

 	
 Repair

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall be kept in a good, safe and efficient state of repair.
 The quality of workmanship and materials used to repair the Ship or replace
 any damaged, worn or lost parts or equipment shall be sufficient to ensure
 that the Ship’s value is not reduced.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.2

 	
  

 	
 Modification

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the structure, type or performance
 characteristics of the Ship shall not be modified in a way which could or
 might materially alter the Ship or materially reduce its value.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.3

 	
  

 	
 Removal of parts

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, no material part of the Ship or any equipment
 shall be removed from the Ship if to do so would materially reduce its value
 (unless at the same time it is replaced with equivalent parts or equipment
 owned by the Borrower free of any Security Interest except under the Security
 Documents).

 
	
  

 	
  

 	
  

 	
  

 
	
 22.4

 	
  

 	
 Third party owned equipment

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, equipment owned by a third party shall not be
 installed on the Ship, unless it can be removed without risk of causing
 damage to the structure or fabric of the Ship or without incurring
 significant expense.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 Maintenance of class; compliance with laws

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship’s class shall be the Classification with the Classification
 Society and neither the Classification nor the Classification Society shall
 be changed without approval and there must be no material overdue
 recommendations. The Ship and every person who owns, operates or manages the
 Ship shall comply with all laws applicable to vessels registered in its Flag
 State or which for any other reason apply to the Ship or to its condition or
 operation.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.6

 	
  

 	
 Surveys

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall be submitted to continuous surveys and any other
 surveys which are required for it to maintain the Classification as its
 class. Copies of reports of those surveys shall be provided promptly to the
 Agent if it so requests.

 


50









	
  

 	
  

 	
  

 	
  

 
	
 22.7

 	
  

 	
 Inspection
 and notice of drydockings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent and/or surveyors or other persons appointed by it for such
 purpose shall be allowed to board the Ship at all reasonable times, subject
 to prior notice to the Borrower and without hindering the Ship’s operations,
 to inspect it and given all proper facilities needed for that purpose. The
 Agent shall be given reasonable advance notice of any intended drydocking of
 the Ship (whatever the purpose of that drydocking).

 
	
  

 	
  

 	
  

 	
  

 
	
 22.8

 	
  

 	
 Prevention of arrest

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All debts, damages, liabilities and outgoings (due and payable and
 not contested by Borrower in good faith) which have given, or may reasonably
 give, rise to maritime, statutory or possessory liens on, or claims
 enforceable against, the Ship, its Earnings or Insurances shall be promptly
 paid and discharged.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.9

 	
  

 	
 Release from arrest

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall use its reasonable endeavours that the Ship, its
 Earnings and Insurances shall promptly within 15 days (or such longer period
 as may be approved) be released from any arrest, detention, attachment or
 levy, and that any legal process against the Ship shall be promptly within 15
 days (or such longer period as may be approved) discharged, by whatever
 action is required to achieve that release or discharge.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.10

 	
  

 	
 Information about Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall promptly be given any information which it may
 reasonably require about the Ship or its employment, position, use or
 operation, including details of towages and salvages, and copies of all its
 charter commitments entered into by or on behalf of any Obligor, provided
 that any information so requested and supplied which pertains to the Charter
 shall be held by the Agent and the other Finance Parties on a confidential
 basis.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.11

 	
  

 	
 Notification of certain events

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall promptly be notified of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any damage to the Ship where the cost of the resulting repairs may
 exceed the Major Casualty Amount;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any occurrence which may result in the Ship becoming a Total Loss;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any requisition of the Ship for hire;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any Environmental Incident involving the Ship and Environmental Claim
 being made in relation to such an incident;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 any requirement or recommendation made in relation to the Ship by any
 insurer or the Classification Society or by any competent authority which is
 not, or cannot be, complied with in the manner or time required or
 recommended; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 any arrest or detention of the Ship or any exercise or purported
 exercise of a lien or other claim on the Ship or its Earnings or Insurances.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.12

 	
  

 	
 Payment of outgoings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All tolls, dues and other outgoings whatsoever in respect of the Ship
 and its Earnings and Insurances shall be paid promptly. Proper accounting
 records shall be kept of the Ship and its Earnings.

 


51









	
  

 	
  

 	
  

 	
  

 
	
 22.13

 	
  

 	
 Evidence
 of payments

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall be allowed proper and reasonable access, subject to
 prior written notice and provided that the operations of the Borrower are not
 in any way hindered, to those accounting records when it reasonably requests
 it and, when it reasonably requires it, shall be given satisfactory evidence
 that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the wages and allotments and the insurance and pension contributions
 of the Ship’s crew are being promptly and regularly paid;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 all deductions from its crew’s wages in respect of any applicable Tax
 liability are being properly accounted for; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Ship’s master has no claim for disbursements other than those
 incurred by him in the ordinary course of trading on the voyage then in
 progress.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.14

 	
  

 	
 Repairers’ liens

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Ship shall not be put into any other
 person’s possession for work to be done on the Ship if the cost of that work
 will exceed or is likely to exceed the Major Casualty Amount unless the
 Borrower has established to the reasonable satisfaction of the Agent that it
 has sufficient reserves with the Account Bank to pay for the cost of such
 work.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.15

 	
  

 	
 Codes

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship and the persons responsible for its operation shall at all
 times comply with the requirements of any applicable code or prescribed
 procedures required to be observed by the Ship or in relation to its
 operation under any applicable law or regulation (including but not limited
 to those currently known as the ISM Code and the ISPS Code). The Agent shall
 promptly be informed of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any threatened or actual withdrawal of any certificate issued in
 accordance with any such code which is or may be applicable to the Ship or
 its operation; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the issue of any such certificate or the receipt of notification that
 any application for such a certificate has been refused.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.16

 	
  

 	
 Survey report

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 As soon as reasonably practicable after the Agent requests it, the
 Agent shall be given a report on the seaworthiness and/or safe operation of
 the Ship, from approved surveyors or inspectors. If any recommendations are
 made in such a report they shall be complied with in the way and by the time
 recommended in the report.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.17

 	
  

 	
 Lawful use

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall not be employed:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in any way or in any activity which is unlawful under international
 law or the domestic laws of any relevant country;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 in carrying illicit or prohibited goods;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in a way which may make it liable to be condemned by a prize court or
 destroyed, seized or confiscated; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 if there are hostilities in any part of the world (whether war has
 been declared or not), in carrying contraband goods 

 


52









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and the persons responsible for the operation of the Ship shall take
 all necessary and proper precautions to ensure that this does not happen
 including participation in industry or other voluntary schemes available to
 the Ship and in which leading operators of ships operating under the same
 flag or engaged in similar trades generally participate at the relevant time.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.18

 	
  

 	
 War zones

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship may enter or remain in any zone which has been declared a
 war zone by any government entity or the Ship’s war risk insurers, with prior
 notice to the Agent and subject to any requirements of the Ship’s insurers
 necessary to ensure that the Ship remains properly insured in accordance with
 the Finance Documents (including any requirement for the payment of extra
 insurance premiums) shall be complied with.

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause 23 shall be complied with in
 relation to the Ship and its Insurances throughout the Mortgage Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.1

 	
  

 	
 Insurance terms

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this clause 23:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “excess risks” means the proportion (if any) of claims for
 general average, salvage and salvage charges not recoverable under the hull
 and machinery insurances of a vessel in consequence of the value at which the
 vessel is assessed for the purpose of such claims exceeding its insured
 value.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “excess war risk P&I cover” means cover for claims only
 in excess of amounts recoverable under the usual war risk cover including
 (but not limited to) hull and machinery, crew and protection and indemnity
 risks.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “hull cover” means insurance cover against the risks
 identified in clause 23.2(a).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “minimum hull cover” means an amount equal at the relevant
 time to 120% of the Loan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “P&I risks” means the usual risks (including liability
 for oil pollution, excess war risk P&I cover) covered by a protection and
 indemnity association which is a member of the International Group of
 protection and indemnity associations (or, if the International Group ceases
 to exist, any other leading protection and indemnity association or other
 leading provider of protection and indemnity insurance) (including, without
 limitation, the proportion (if any) of any collision liability not covered
 under the terms of the hull cover).

 
	
  

 	
  

 	
  

 	
  

 
	
 23.2

 	
  

 	
 Coverage required

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall at all times be insured:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 against fire and usual marine risks (including excess risks) and war
 risks (including war protection and indemnity risks and terrorism risks) on
 an agreed value basis, for at least its minimum hull cover and no less than
 its market value;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 against P&I risks for the highest amount then available in the
 insurance market for vessels of similar age, size and type as the Ship (but,
 in relation to liability for oil pollution, for an amount of not less than
 $1,000,000,000) and a freight, demurrage and defence cover;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 against such other risks and matters which the Agent (acting on the
 instructions of all the Lenders) notifies it that it considers reasonable for
 a prudent shipowner or operator to insure against at the time of that notice;
 and

 


53









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 on terms which comply with the other provisions of this clause 23.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.3

 	
  

 	
 Placing of cover

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The insurance coverage required by clause 23.2 (Coverage required) shall
 be:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in the name of the Borrower and (in the case of the Ship’s hull
 cover) no other person (other than the Security Agent if required by it)
 (unless such other person is approved and, if so required by the Agent, has
 duly executed and delivered a first priority assignment of its interest in
 the Ship’s Insurances to the Security Agent in an approved form and provided
 such supporting documents and opinions in relation to that assignment as the
 Agent requires);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if the Agent so requests, in the joint names of the Borrower and
 Security Agent (and, to the extent reasonably practicable in the insurance
 market, without liability on the part of the Security Agent for premiums or
 calls);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in dollars or another approved currency;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 arranged through approved brokers or direct with approved insurers or
 protection and indemnity or war risks associations; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 on approved terms and with approved insurers or associations.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.4

 	
  

 	
 Deductibles

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The aggregate amount of any excess or deductible under the Ship’s
 hull cover shall not exceed $1,000,000 without the Agent’s approval.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.5

 	
  

 	
 Mortgagee’s insurance

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The Borrower shall promptly reimburse to the Agent the cost (as
 conclusively certified by the Agent) of taking out and keeping in force in
 respect of the Ship on approved terms, or in considering or making claims
 under a mortgagee’s interest insurance and a mortgagee’s additional perils
 (all P&I risks) cover for the benefit of the Finance Parties for an amount
 of 110% of the Loan; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any other insurance cover which the Agent reasonably requires in
 respect of any Finance Party’s interests and potential liabilities (but not
 with respect to loss of hire of the Ship) (whether as mortgagee of the Ship or
 beneficiary of the Security Documents).

 
	
  

 	
  

 	
  

 	
  

 
	
 23.6

 	
  

 	
 Fleet liens, set off and cancellations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Ship’s hull cover also insures other vessels, the Security
 Agent shall either be given an undertaking in approved terms by the brokers
 or (if such cover is not placed through brokers or the brokers do not, under
 any applicable laws or insurance terms, have such rights of set off and
 cancellation) the relevant insurers that the brokers or (if relevant) the
 insurers will not:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 set off against any claims in respect of the Ship any premiums due in
 respect of any of such other vessels insured; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 cancel that cover because of non-payment of premiums in respect of
 such other vessels, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or the Borrower shall ensure that hull cover for the Ship is provided
 under a separate policy from any other vessels.

 


54









	
  

 	
  

 	
  

 	
  

 
	
 23.7

 	
  

 	
 Payment of premiums

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All premiums, calls, contributions or other sums payable in respect
 of the Insurances shall be paid punctually and the Agent shall be provided
 with all relevant receipts or other evidence of payment upon request.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.8

 	
  

 	
 Details of proposed renewal of Insurances

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 At least 14 days before any of the Insurances are due to expire, the
 Agent shall be told the names of the brokers, insurers and associations
 proposed to be used for the renewal of such Insurances and the amounts, risks
 and terms in, against and on which the Insurances are proposed to be renewed.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.9

 	
  

 	
 Instructions for renewal

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 At least seven days before any of the Insurances are due to expire,
 instructions shall be given to brokers, insurers and associations for them to
 be renewed or replaced on or before their expiry.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.10

 	
  

 	
 Confirmation of renewal

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Insurances shall be renewed upon their expiry in a manner and on
 terms which comply with this clause 23 and confirmation of such renewal given
 by approved brokers or insurers to the Agent at least seven days (or such
 shorter period as may be approved) before such expiry.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.11

 	
  

 	
 P&I guarantees

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any guarantee or undertaking required by any protection and indemnity
 or war risks association in relation to the Ship shall be provided when
 required by the association.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.12

 	
  

 	
 Insurance documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall be provided with pro forma copies of all insurance
 policies and other documentation issued by brokers, insurers and associations
 in connection with the Insurances as soon as they are available after they
 have been placed or renewed and all insurance policies and other documents
 relating to the Insurances shall be deposited with any approved brokers or
 (if not deposited with approved brokers) the Agent or some other approved
 person.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.13

 	
  

 	
 Letters of undertaking

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Unless otherwise approved where the Agent is satisfied that
 equivalent protection is afforded by the terms of the relevant Insurances
 and/or any applicable law and/or a letter of undertaking provided by another
 person, on each placing or renewal of the Insurances, the Agent shall be
 provided promptly with letters of undertaking in an approved form (having
 regard to general insurance market practice and law at the time of issue of
 such letter of undertaking) from the relevant brokers, insurers and
 associations.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.14

 	
  

 	
 Insurance Notices and Loss Payable Clauses

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The interest of the Security Agent as assignee of the Insurances
 shall be endorsed on all insurance policies and other documents by the
 incorporation of a Loss Payable Clause and an Insurance Notice in respect of
 the Ship and its Insurances signed by the Borrower and, unless otherwise
 approved, each other person assured under the relevant cover (other than the
 Security Agent if it is itself an assured).

 


55









	
  

 	
  

 	
  

 	
  

 
	
 23.15

 	
  

 	
 Insurance correspondence

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If so required by the Agent, the Agent shall promptly be provided
 with copies of all written communications between the assureds and brokers,
 insurers and associations relating to any of the Insurances as soon as they
 are available.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.16

 	
  

 	
 Qualifications and exclusions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All requirements applicable to the Insurances shall be complied with
 and the Insurances shall only be subject to approved exclusions or
 qualifications.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.17

 	
  

 	
 Independent report

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Agent asks the Borrower for a detailed report from an approved
 independent firm of marine insurance brokers giving their opinion on the
 adequacy of the Insurances then the Agent shall be provided promptly with
 such a report at no cost to the Agent or (if the Agent obtains such a report
 itself) the Borrower shall reimburse the Agent for the cost of obtaining that
 report.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.18

 	
  

 	
 Collection of claims

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All documents and other information and all assistance required by
 the Agent to assist it and/or the Security Agent in trying to collect or
 recover any claims under the Ship’s Insurances shall be provided promptly.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.19

 	
  

 	
 Employment of Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall only be employed or operated in conformity with the
 terms of the Insurances (including any express or implied warranties) and not
 in any other way, unless the insurers have consented and any additional
 requirements of the insurers have been satisfied.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.20

 	
  

 	
 Declarations and returns

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any of the Insurances are on terms that require a declaration,
 certificate or other document to be made or filed before the Ship sails to,
 or operates within, an area, those terms shall be complied with within the
 time and in the manner required by those Insurances.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.21

 	
  

 	
 Application of recoveries

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All sums paid under the Insurances to anyone other than the Security
 Agent shall be applied in repairing the damage and/or in discharging the
 liability in respect of which they have been paid except to the extent that
 the repairs have already been paid for and/or the liability already
 discharged.

 
	
  

 	
  

 	
  

 	
  

 
	
 23.22

 	
  

 	
 Settlement of claims

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any claim under the Insurances for a Total Loss or Major Casualty
 shall only be settled, compromised or abandoned with prior approval.

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Minimum security
 value

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause 24 will be complied with
 throughout the Facility Period.

 


56









	
  

 	
  

 	
  

 	
  

 
	
 24.1

 	
  

 	
 Valuation of assets

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the purpose of the Finance Documents, the value at any time of
 the Ship or any other asset over which additional security is provided under
 this clause 24 will be its value as most recently determined in accordance
 with this clause 24.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.2

 	
  

 	
 Valuation frequency

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Valuation of the Ship or, as the case may be, the Building Contract
 and each such other asset in accordance with this clause 24 shall be required
 by the Agent on or prior to making available the Pre-Delivery Commitment, the
 Delivery Commitment, once per annum thereafter within ten days of the end of
 each calendar year and at any time after the occurrence of a Default.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.3

 	
  

 	
 Expenses of valuation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall bear, and reimburse to the Agent where incurred by
 the Agent, all costs and expenses of providing such a valuation.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.4

 	
  

 	
 Valuations procedure

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The value of the Ship (or the Building Contract up until the date
 falling two months prior to the Delivery Date of the Building Contract) shall
 be determined in accordance with, and by valuers approved and appointed in
 accordance with, this clause 24. Additional security provided under this
 clause 24 shall be valued in such a way, on such a basis and by such persons
 (including the Agent itself) as may be approved.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.5

 	
  

 	
 Currency of valuation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Valuations shall be provided by valuers in dollars or, if a valuer is
 of the view that the relevant type of vessel is generally bought and sold in
 another currency, in that other currency. If a valuation is provided in
 another currency, for the purposes of this Agreement it shall be converted
 into dollars at the Agent’s spot rate of exchange for the purchase of dollars
 with that other currency as at the date to which the valuation relates.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.6

 	
  

 	
 Basis of valuation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each valuation will be made:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 without physical inspection (unless required by the Agent);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 on the basis of a sale for prompt delivery for a price payable in
 full in cash on delivery at arm’s length on normal commercial terms between a
 willing buyer and a willing seller;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 without taking into account the benefit (but taking into account the
 burden) of any charter commitment; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 (in the case of a valuation of the Building Contract) by deducting
 from the valuation the aggregate payments which remain to be paid by the
 Borrower under the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.7

 	
  

 	
 Information required for valuation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly provide to the Agent and any such valuer
 any information which they reasonably require for the purposes of providing
 such a valuation.

 


57









	
  

 	
  

 	
  

 	
  

 
	
 24.8

 	
  

 	
 Approval of valuers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All valuers must have been approved (the approved valuers as at the
 date of this Agreement are E. A. Gibson Shipbrokers Limited, Lorentzen &
 Stemoco A.S., Barry Rogliano Salles & Cie, Clarkson plc, Poten &
 Partners, Fearnley and Simpson, Spence & Young Limited). The Agent may
 from time to time notify the Borrower of approval of one or more independent
 ship brokers as valuers for the purposes of this clause 24. The Agent shall
 respond promptly to any request by the Borrower for approval of a broker
 nominated by the Borrower. The Agent may at any time by notice to the
 Borrower withdraw any previous approval of a valuer for the purposes of
 future valuations. That valuer may not then be appointed to provide
 valuations unless it is once more approved. If the Agent has not approved at
 least three brokers as valuers at a time when a valuation is required under
 this clause 24, the Agent shall promptly notify the Borrower of the names of
 at least three valuers which are approved.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.9

 	
  

 	
 Appointment of valuers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 When a valuation is required for the purposes of this clause 24, the
 Agent or, if so approved at that time, the Borrower shall promptly appoint
 approved valuers to provide such a valuation. If the Borrower is approved to
 appoint valuers but fails to do so promptly, the Agent may appoint approved
 valuers to provide that valuation.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.10

 	
  

 	
 Number of valuers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each valuation shall be carried out by two approved valuers of whom
 one shall be nominated by the Agent and the other by the Borrower. If the
 Borrower fails promptly to nominate a second valuer then the Agent may
 nominate the second valuer.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.11

 	
  

 	
 Differences in valuations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If valuations provided by individual valuers differ, the value of the
 Ship or, as the case may be, the Building Contract for the purposes of the
 Finance Documents will be the mean average of those valuations. If valuations
 provided by individual valuers appointed by the Borrower and the Agent differ
 by 15% or more a third approved valuer shall be appointed by the Agent and
 the value of the Ship or, as the case may be, the Building Contract will be
 the mean average of those three valuations.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.12

 	
  

 	
 Security shortfall

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If at any time the Security Value is less than the Minimum Value, the
 Agent may, and shall, if so directed by the Lenders, by notice to the
 Borrower require such deficiency be remedied. The Borrower shall then within
 14 days of receipt of such notice ensure that the Security Value equals or
 exceeds the Minimum Value. For this purpose, the Borrower may:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 provide additional security over other approved assets by the Lenders
 in accordance with this clause 24; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 cancel part of the Total Commitments under clause 7.2 (Voluntary
 cancellation) but on five Business Days’ notice instead of the
 period required by such clause; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 prepay part of the Loan under clause 7.3 (Voluntary prepayment) but
 on five Business Days’ notice instead of the period required by such clause.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.13

 	
  

 	
 Creation of additional security

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The value of any additional security which the Borrower offers to
 provide to remedy all or part of a shortfall in the amount of the Security
 Value will only be taken into account for the purposes of determining the
 Security Value if and when:

 


58









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 that additional security, its value and the method of its valuation
 have been approved by the Lenders;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a Security Interest over that security has been constituted in favour
 of the Security Agent in an approved form and manner;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 this Agreement has been unconditionally amended in such manner as the
 Agent requires in consequence of that additional security being provided; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the Agent, or its duly authorised representative, has received such
 documents and evidence it may require in relation to that additional security
 including documents and evidence of the type referred to in Schedule 3 in
 relation to that additional security and its execution and (if applicable)
 registration.

 
	
  

 	
  

 	
  

 	
  

 
	
 24.14

 	
  

 	
 Security release

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Security Value shall at any time exceed the Security
 Requirement, and the Borrower shall previously have provided further security
 to the Security Agent pursuant to clause 24.12 (Security Shortfall), the
 Security Agent shall, as soon as reasonably practicable after notice from the
 Borrower to do so and subject to being indemnified to its satisfaction
 against the cost of doing so, release any such further security specified by
 the Borrower provided that the Bank is satisfied that, immediately following
 such release, the Security Value will equal or exceed the Security
 Requirement and no other Event of Default shall have occurred and be
 continuing.

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
  

 	
 Chartering undertakings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause 25 will be complied with in
 relation to the Ship and its Charter Documents throughout the Mortgage
 Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 25.1

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval (not to be unreasonably delayed), the Charter
 Documents shall not be varied (and, for the avoidance of doubt, any
 assignment or novation of a Charter Document without approval shall
 constitute a variation).

 
	
  

 	
  

 	
  

 	
  

 
	
 25.2

 	
  

 	
 Releases and waivers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, there shall be no release by the Borrower of
 any obligation of any other person under the Charter Documents (including by
 way of novation), no waiver of any breach of any such obligation and no
 consent to anything which would otherwise be such a breach.

 
	
  

 	
  

 	
  

 	
  

 
	
 25.3

 	
  

 	
 Termination

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Borrower shall not terminate or rescind any
 Charter Document or withdraw the Ship from service under the Charter or take
 any similar action.

 
	
  

 	
  

 	
  

 	
  

 
	
 25.4

 	
  

 	
 Charter performance

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall perform its obligations under the Charter
 Documents and use its reasonable endeavours to ensure that each other party
 to them performs their obligations under the Charter Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 25.5

 	
  

 	
 Notice of assignment

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall give notice of assignment of the Charter Documents
 to the other parties to them in the form specified by the Charter Assignment
 prior to the delivery of the Ship and shall 

 


59









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 procure a copy of that notice acknowledged by each addressee in the
 form specified in the Charter Assignment for the Agent.

 
	
  

 	
  

 	
  

 	
  

 
	
 25.6

 	
  

 	
 Payment of Charter Earnings

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All Earnings which the Borrower is entitled to receive under the
 Charter Documents shall be paid in the manner required by the Security
 Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 Bank accounts

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower undertakes that this clause will be complied with
 throughout the Facility Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.1

 	
  

 	
 Revenue Account

 
	
  

 	
  

 	
  

 	
  

 
	
 26.1.1

 	
  

 	
 The Borrower shall be the holder of one or more Accounts with an
 Account Bank which is designated as a “Revenue Account” for the purposes of the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.1.2

 	
  

 	
 The Earnings of the Ship and all moneys payable to the Borrower under
 the Insurances shall be paid by the persons from whom they are due to a
 Revenue Account unless required to be paid to the Security Agent under the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.1.3

 	
  

 	
 The Borrower shall not withdraw amounts standing to the credit of an
 Revenue Account except as permitted by clause 26.1.4.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.1.4

 	
  

 	
 If there is no Event of Default, the Borrower shall withdraw the
 following amounts from a Revenue Account in the following order of priority
 during each monthly period in an approved manner:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 payments of the proper costs and expenses of insuring, drydocking,
 repairing, operating and maintaining the Ship (provided that such costs and
 expenses shall not exceed the Opex Hire (as defined in clause 10 of the
 Charter) in respect of such monthly period;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 payments then due to Finance Parties under the Finance Documents
 (other than payments due in respect of a prepayment);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 payments to a Retention Account required to comply with clause 26.2 (Retention
 Account);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 payments of Fixed Rate Differential Amount described in clause 26.3 (Fixed Rate
 Differential Amount) to the Fixed Rate Differential Account; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the balance after payment of the sums referred to in (a) to (d) shall
 be paid to the Reserve Account.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2

 	
  

 	
 Retention Account

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2.1

 	
  

 	
 The Borrower shall be the holder of an Account denominated in dollars
 with an Account Bank which is designated as the “Retention Account” for the
 purposes of the Finance Documents by the Borrower and the Lender.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2.2

 	
  

 	
 There shall be paid into the Retention Account such amounts as will
 ensure that, on each date (a retention date) falling 10 days after the date (start date)
 three months before the First Repayment Date and at monthly intervals after
 that, the amount credited to the Retention Account is at least:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the relevant fraction of the net amount of interest payable under
 clause 8 (Interest)
 during or at the end of the Interest Period current on that retention date;
 plus

 


60









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the relevant fraction of the instalment of the Loan due to be repaid
 under clause 6.1 (Repayment) on the next Repayment Date
 after that retention date.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2.3

 	
  

 	
 The relevant fraction of such an amount of interest or instalment of
 the Loan as at a retention date will be the fraction whose numerator is the
 number of retention dates up to and including the relevant retention date
 from the beginning of that Interest Period (in the case of interest) or since
 the start date or, if later, the previous Repayment Date (in the case of such
 instalment) and whose denominator is the number of retentions dates falling
 during or at the end of the relevant Interest Period or, as the case may be,
 the period beginning on the previous Repayment Date (or the start date in the
 case of retention dates before the First Repayment Date) and ending on the
 relevant Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2.4

 	
  

 	
 The Borrower shall not withdraw amounts standing to the credit of the
 Retention Account except as permitted by clause 26.2.5.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.2.5

 	
  

 	
 If there is no continuing Event of Default and if (unless the payment
 is to a new Retention Account), after the withdrawal, the balance on the
 Retention Account will be at least the minimum amount required by clause
 26.2.2 at that time, the Borrower may withdraw the following amounts from the
 Retention Account:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 payments of interest due under clause 8 (Interest) and repayments
 of the Loan due under clause 6.1 (Repayment); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 payment to the Reserve Account of any amount by which the balance on
 the Retention Account exceeds that minimum amount.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3

 	
  

 	
 Fixed Rate Differential Account

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3.1

 	
  

 	
 The Borrower shall be the holder of an Account denominated in dollars
 with an Account Bank which is designated as the “Fixed Rate Differential Account”
 for the purposes of the Finance Documents by the Borrower and the Lender.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3.2

 	
  

 	
 There shall be paid into the Fixed Rate Differential Account such
 amounts as will ensure that, on each date (an FRD date) falling 10 days
 after the date (FRD start date) three months before the
 First Repayment Date and at monthly intervals after that, the amount credited
 to the Fixed Rate Differential Account is at least accruing the relevant
 fraction of the Fixed Rate Differential Amount during or at the end of the
 Interest Period current on that FRD date;

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3.3

 	
  

 	
 The relevant fraction of such Fixed Rate Differential Amount as at an
 FRD date will be the fraction whose numerator is the number of FRD dates up
 to and including the relevant FRD date from the beginning of that Interest
 Period and whose denominator is the number of FRD dates falling during or at
 the end of the relevant Interest Period (or the FRD start date in the case of
 FRD dates before the First Repayment Date) and ending on the relevant
 Repayment Date

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3.4

 	
  

 	
 The Borrower shall not withdraw amounts standing to the credit of the
 Fixed Rate Differential Account except as permitted by clause 26.3.5.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.3.5

 	
  

 	
 If there is no continuing Event of Default the balance (if any) on
 the Fixed Rate Differential Account will be applied in accordance with clause
 7.4 (Fixed
 Rate Differential Amount Prepayment) on each Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.4

 	
  

 	
 Reserve Account

 
	
  

 	
  

 	
  

 	
  

 
	
 26.4.1

 	
  

 	
 The Borrower shall be the holder of one or more Accounts with an
 Account Bank which is designated as a “Reserve Account” for the purposes of the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.4.2

 	
  

 	
 The Borrower shall not withdraw amounts standing to the credit of a
 Reserve Account except:

 


61









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 if approved; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if the Charter is extended for a period of not less than 30 months in
 accordance with clause 7(d) of the Charter and subject always to clause 28.20
 (Charter
 termination), no Default having occurred and being continuing; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in or towards repayment of the Loan on the Final Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5

 	
  

 	
 Other provisions

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5.1

 	
  

 	
 An Account may only be designated for the purposes described in this
 clause 26 if:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 such designation is made in writing by the Agent and acknowledged by
 the Borrower and specifies the name and address of the Account Bank and the
 number and any designation or other reference attributed to the Account;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 an Account Security has been duly executed and delivered by the
 Borrower in favour of the Security Agent;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any notice required by the Account Security to be given to an Account
 Bank has been given to, and acknowledged by, the Account Bank in the form
 required by the relevant Account Security; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the Agent, or its duly authorised representative, has received such
 documents and evidence it may require in relation to the Account and the
 Account Security including documents and evidence of the type referred to in
 Schedule 3 in relation to the Account and the relevant Account Security.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5.2

 	
  

 	
 The rates of payment of interest and other terms regulating any
 Account will be a matter of separate agreement between the Borrower and an
 Account Bank. If an Account is a fixed term deposit account, the Borrower may
 select the terms of deposits until the relevant Account Security has become
 enforceable and the Security Agent directs otherwise.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5.3

 	
  

 	
 The Borrower shall not close any Account or alter the terms of any
 Account from those in force at the time it is designated for the purposes of
 this clause 26 or waive any of its rights in relation to an Account except
 with approval.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5.4

 	
  

 	
 The Borrower shall deposit with the Security Agent all certificates
 of deposit, receipts or other instruments or securities relating to any Account,
 notify the Security Agent of any claim or notice relating to an Account from
 any other party and provide the Agent with any other information it may
 request concerning any Account.

 
	
  

 	
  

 	
  

 	
  

 
	
 26.5.5

 	
  

 	
 Each of the Agent and the Security Agent each agrees that if it is an
 Account Bank in respect of an Account then there will be no restrictions on
 charging that Account as contemplated by this Agreement and it shall not
 (except with the approval of the Lenders) exercise any right of combination,
 consolidation or set-off which it may have in respect of that Account in a
 manner adverse to the rights of the other Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 
	
 27

 	
  

 	
 Business
 restrictions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as otherwise approved, the Borrower undertakes that this
 clause 27 will be complied with by and in respect of each Obligor and their
 Affiliates (to the extent applicable) throughout the Facility Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.1

 	
  

 	
 General negative pledge

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not permit any Security Interest to exist, arise
 or be created or extended over all or any part of its assets except for
 Permitted Security Interests,

 


62









	
  

 	
  

 	
  

 	
  

 
	
 27.2

 	
  

 	
 Transactions similar to security

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Without prejudice to clauses 27.3 (Financial Indebtedness)
 and 27.6 (Disposals)),
 the Borrower shall not:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 sell, transfer or otherwise dispose of any of its assets on terms
 whereby that asset is or may be leased to, or re-acquired by, any Affiliate
 other than pursuant to disposals permitted under clause 27.6 (Disposals);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 sell, transfer, factor or otherwise dispose of any of its
 receivables;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 enter into any arrangement under which money or the benefit of a bank
 or other account may be applied, set-off or made subject to a combination of
 accounts; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 enter into any other preferential arrangement having a similar
 effect.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.3

 	
  

 	
 Financial Indebtedness

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not incur or permit to exist, any Financial
 Indebtedness owed by it to anyone else except:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Financial Indebtedness incurred under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 Financial Indebtedness owed to another Obligor which is subordinated
 in an approved manner; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Financial Indebtedness permitted under clause 27.4 (Guarantees).

 
	
  

 	
  

 	
  

 	
  

 
	
 27.4

 	
  

 	
 Guarantees

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not give or permit to exist, any guarantee by it
 in respect of indebtedness of any person or allow any of its indebtedness to
 be guaranteed by anyone else except:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 guarantees of obligations of Affiliates that are not Financial
 Indebtedness or obligations prohibited by any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 guarantees in favour of trade creditors of the Borrower given in the
 ordinary course of its business or in order to avoid the creation of, or to
 release, a Permitted Maritime Lien; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 guarantees which are Financial Indebtedness permitted under clause
 27.3 (Financial
 Indebtedness).

 
	
  

 	
  

 	
  

 	
  

 
	
 27.5

 	
  

 	
 Bank accounts and other financial
 transactions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 maintain any bank accounts with a bank or financial institution
 except for the Accounts;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 hold cash in any account (other than in an Account); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 be party to any banking or financial transaction, whether on or off
 balance sheet, that is not expressly permitted under this clause 27 (Business
 restrictions).

 
	
  

 	
  

 	
  

 	
  

 
	
 27.6

 	
  

 	
 Disposals

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not enter into a single transaction or a series of
 transactions, whether related or not and whether voluntarily or
 involuntarily, to dispose of any asset except for any of

 


63









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the following disposals so long as they are
 not prohibited by any other provision of the Finance Documents:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 disposals of assets made in (and on terms reflecting) the ordinary
 course of trading of the disposing entity;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 disposals of obsolete assets, or assets which are no longer required
 for the purpose of the business of the Borrower, in each case for cash on
 normal commercial terms and on an arm’s length basis; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the application of cash or cash equivalents in the acquisition of
 assets or services in the ordinary course of its business.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.7

 	
  

 	
 Contracts and arrangements with Affiliates

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor shall be a party to any arrangement or contract with any
 of its Affiliates unless such arrangement or contract is on an arm’s length basis.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.8

 	
  

 	
 Subsidiaries

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not establish or acquire a company or other
 entity.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.9

 	
  

 	
 Acquisitions and investments

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not, without approval, acquire any person,
 business, assets or liabilities or make any investment in any person or
 business or enter into any joint-venture arrangement except:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 acquisitions of assets in the ordinary course of business (not being
 new businesses or vessels);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the incurrence of liabilities in the ordinary course of its business;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any loan or credit not otherwise prohibited under this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 pursuant to any Building Contract Documents to which it is party.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.10

 	
  

 	
 Reduction of capital

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not redeem or purchase or otherwise reduce any of
 its equity or any other share capital or any warrants or any uncalled or
 unpaid liability in respect of any of them or reduce the amount (if any) for
 the time being standing to the credit of its share premium account or capital
 redemption or other undistributable reserve in any manner.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.11

 	
  

 	
 Increase in capital

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not (and it is hereby undertaken by the Borrower
 that none of the Guarantors shall) issue shares or other equity interests to
 anyone in a manner that permits a Change of Control.

 
	
  

 	
  

 	
  

 	
  

 
	
 27.12

 	
  

 	
 Distributions and other payments

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 declare or pay (including by way of set-off, combination of accounts
 or otherwise) any dividend or redeem or make any other distribution or
 payment (whether in cash or in specie), including any interest and/or unpaid
 dividends, in respect of its equity or any other share capital or any
 warrants for the time being in issue; or

 


64









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 make any payment (including by way of set-off, combination of
 accounts or otherwise) by way of interest, or repayment, redemption, purchase
 or other payment, in respect of any shareholder loan, loan stock or similar
 instrument;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 except to its Holding Company and provided it is approved and no
 Default is continuing.

 
	
  

 	
  

 	
  

 	
  

 
	
 28

 	
  

 	
 Events of Default

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the events or circumstances set out in clauses 28.1 to 28.20
 is an Event of Default.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.1

 	
  

 	
 Non-payment

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An Obligor does not pay on the due date any amount payable pursuant
 to a Finance Document at the place at and in the currency in which it is
 expressed to be payable provided however that no Event of Default shall occur
 if a Disruption Event has occurred and such payment is made within three
 Business Days of the due date.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.2

 	
  

 	
 Value of security

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower does not comply with clause 24 (Minimum security value).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.3

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 	
  

 
	
 28.3.1

 	
  

 	
 The Insurances of the Ship are not placed and kept in force in the
 manner required by clause 23 (Insurance).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.3.2

 	
  

 	
 Any insurer either:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 cancels any such Insurances and such Insurances are not immediately
 replaced by the Borrower to the full satisfaction of the Lenders; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 disclaims liability under them by reason of any mis-statement or
 failure or default by any person.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.4

 	
  

 	
 Other obligations

 
	
  

 	
  

 	
  

 	
  

 
	
 28.4.1

 	
  

 	
 An Obligor does not comply with any provision of the Finance
 Documents (other than those referred to in clauses 28.1 (Non-payment), 28.2 (Value of
 security) and 28.3 (Insurance)).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.4.2

 	
  

 	
 No Event of Default under clause 28.4.1 above will occur if the Agent
 (acting on the instructions of the Lenders) considers that the failure to
 comply is capable of remedy and the failure is remedied within ten Business
 Days of the Agent giving notice to the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.5

 	
  

 	
 Misrepresentation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any representation or statement made or deemed to be made by an
 Obligor in the Finance Documents or any other document delivered by or on
 behalf of any Obligor under or in connection with any Finance Document
 (including, without limitation, the Counter Guarantor Representations Letter)
 is or proves to have been incorrect or misleading in any material respect
 when made or deemed to be made.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.6

 	
  

 	
 Cross default

 
	
  

 	
  

 	
  

 	
  

 
	
 28.6.1

 	
  

 	
 Any Financial Indebtedness of any Obligor is not paid when due nor
 within any originally applicable grace period.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.6.2

 	
  

 	
 Any Financial Indebtedness of any Obligor is declared to be or
 otherwise becomes due and payable prior to its specified maturity as a result
 of an event of default (however described).

 


65









	
  

 	
  

 	
  

 	
  

 
	
 28.6.3

 	
  

 	
 The counterparty to a Treasury Transaction entered into by any
 Obligor becomes entitled to terminate that Treasury Transaction early by
 reason of an event of default (however described).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.6.4

 	
  

 	
 Any creditor of any Obligor becomes entitled to declare any Financial
 Indebtedness of that Obligor due and payable prior to its specified maturity
 as a result of an event of default (however described).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.6.5

 	
  

 	
 No Event of Default will occur under this clause 28.6 if the
 aggregate amount of Financial Indebtedness falling within clauses 28.6.1 to
 28.6.4 above is less than $5,000,000 in respect of the Counter Guarantor
 and/or less than $500,000 in respect of GasLog.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.7

 	
  

 	
 Insolvency

 
	
  

 	
  

 	
  

 	
  

 
	
 28.7.1

 	
  

 	
 An Obligor or the Counter Guarantor Subsidiary is unable or admits
 inability to pay its debts as they fall due, suspends making payments on any
 of its debts or, by reason of actual financial difficulties, commences negotiations
 with one or more of its creditors with a view to rescheduling any of its
 indebtedness.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.7.2

 	
  

 	
 The value of the assets of any Obligor or the Counter Guarantor
 Subsidiary is less than its liabilities (taking into account contingent and
 prospective liabilities).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.7.3

 	
  

 	
 A moratorium is declared in respect of any indebtedness of any
 Obligor or the Counter Guarantor Subsidiary. If a moratorium occurs, the
 ending of the moratorium will not remedy any Event of Default caused by that
 moratorium.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.8

 	
  

 	
 Insolvency proceedings

 
	
  

 	
  

 	
  

 	
  

 
	
 28.8.1

 	
  

 	
 Any corporate action, legal proceedings or other procedure or step is
 taken in relation to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the suspension of payments, a moratorium of any indebtedness,
 winding-up, dissolution, administration or reorganisation (by way of
 voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or
 the Counter Guarantor Subsidiary;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a composition, compromise, assignment or arrangement with any
 creditor of any Obligor or the Counter Guarantor Subsidiary;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the appointment of a liquidator, receiver, administrator,
 administrative receiver, compulsory manager or other similar officer in
 respect of any Obligor or the Counter Guarantor Subsidiary or any of its
 assets (including the directors of any Obligor or the Counter Guarantor
 Subsidiary requesting a person to appoint any such officer in relation to it
 or any of its assets); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 enforcement of any Security Interest over any assets of any Obligor
 or the Counter Guarantor Subsidiary,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or any analogous procedure or step is taken in any jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.8.2

 	
  

 	
 Clause 28.8.1 shall not apply to any winding-up petition (or
 analogous procedure or step) which is frivolous or vexatious and is
 discharged, stayed or dismissed within seven days of commencement or, if
 earlier, the date on which it is advertised.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.9

 	
  

 	
 Creditors’ process

 
	
  

 	
  

 	
  

 	
  

 
	
 28.9.1

 	
  

 	
 Any expropriation, attachment, sequestration, distress, execution or
 analogous process affects any asset or assets of any Obligor (having an
 aggregate value of $5,000,000 in respect of the 

 


66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Counter Guarantor and $500,000 in respect of GasLog) and is not
 discharged within seven days.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.9.2

 	
  

 	
 Any judgment or order (for an amount in excess of $5,000,000 in
 respect of the Counter Guarantor and $500,000 in respect of GasLog) is made
 against any Obligor and is not stayed or complied with within thirty days.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.10

 	
  

 	
 Unlawfulness and invalidity

 
	
  

 	
  

 	
  

 	
  

 
	
 28.10.1

 	
  

 	
 It is or becomes unlawful for an Obligor to perform any of its
 obligations under the Finance Documents or any Security Interest created or
 expressed to be created or evidenced by the Security Documents ceases to be
 effective.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.10.2

 	
  

 	
 Any obligation or obligations of any Obligor under any Finance Documents
 are not (subject to the Legal Reservations) or cease to be legal, valid,
 binding or enforceable and the cessation individually or cumulatively
 materially and adversely affects the interests of the Lenders under the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.10.3

 	
  

 	
 Any Finance Document or any Security Interest created or expressed to
 be created or evidenced by the Security Documents ceases to be in full force
 and effect or is alleged by a party to it (other than a Finance Party) to be
 ineffective for any reason.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.10.4

 	
  

 	
 Any Security Document does not create legal, valid, binding and
 enforceable security over the assets charged under that Security Document or
 the ranking or priority of such security is adversely affected.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.11

 	
  

 	
 Cessation of business

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Obligor suspends or ceases to carry on (or threatens to suspend
 or cease to carry on) all or a material part of its business.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.12

 	
  

 	
 Expropriation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The authority or ability of any Obligor to conduct its business is
 limited or wholly or substantially curtailed by any seizure, expropriation,
 nationalisation, intervention, restriction or other action by or on behalf of
 any governmental, regulatory or other authority or other person in relation
 to any Obligor or any of its assets.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.13

 	
  

 	
 Repudiation and rescission of Finance
 Documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An Obligor repudiates a Finance Document or evidences an intention to
 rescind a Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.14

 	
  

 	
 Litigation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any litigation, alternative dispute resolution, arbitration or administrative
 proceeding is taking place, or threatened against any Obligor or any of its
 assets, rights or revenues, and which, if adversely determined, might
 reasonably be expected to have a Material Adverse Effect.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.15

 	
  

 	
 Material Adverse Effect

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Environmental Incident or other event or circumstance or series
 of events (including any change of law) occurs which the Majority Lenders
 reasonably believe has, or is reasonably expected to have, a Material Adverse
 Effect.

 


67









	
  

 	
  

 	
  

 	
  

 
	
 28.16

 	
  

 	
 Security enforceable

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Security Interest (other than a Permitted Maritime Lien) in
 respect of Charged Property becomes enforceable.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.17

 	
  

 	
 Arrest of Ship

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship is arrested, confiscated, seized, taken in execution,
 impounded, forfeited, detained in exercise or purported exercise of any
 possessory lien or other claim and the Borrower fails to procure the release
 of the Ship within a period of 15 days thereafter (or such longer period as
 may be approved).

 
	
  

 	
  

 	
  

 	
  

 
	
 28.18

 	
  

 	
 Ship registration

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the registration of the Ship under the laws and
 flag of its Flag State is cancelled or terminated or, where applicable, not
 renewed or, if the Ship is only provisionally registered on the date of the
 Mortgage, the Ship is not permanently registered under such laws within 90
 days of such date.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.19

 	
  

 	
 Political risk

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Flag State or any Relevant Jurisdiction of an Obligor becomes
 involved in hostilities or civil war or there is a seizure of power in the
 Flag State or any Relevant Jurisdiction by unconstitutional means if, in any
 such case, such event, in the reasonable opinion of the Agent, has or is
 reasonably to have, a Material Adverse Effect and, within 15 days of notice
 from Agent to do so (or such longer period as may be approved), such action
 as the Agent may require to ensure that such circumstances will not have such
 an effect has not been taken by the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.20

 	
  

 	
 Charter termination

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Charter is cancelled or rescinded or
 (except as a result of it being a Total Loss) frustrated or the Ship is
 withdrawn from service under the Charter before the time the Charter was
 scheduled to expire provided however that no Event of Default shall occur
 under this clause if (a) within five Business Days of such cancellation,
 rescission, frustration or withdrawal the Borrower shall have paid the sum of
 $20,000,000 to the Reserve Account (which may, notwithstanding clause 26.4 (Reserve
 Account) only be released if approved) and (b) within six months
 after such cancellation, rescission, frustration or withdrawal the Borrower
 shall have entered into an approved charter commitment and executed a
 Security Interest in respect of such charter commitment in an approved form
 and provided any conditions precedent of the nature described in Schedule 3
 required by the Agent.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.21

 	
  

 	
 Change of Control

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Change of Control occurs.

 
	
  

 	
  

 	
  

 	
  

 
	
 28.22

 	
  

 	
 Acceleration

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On and at any time after the occurrence of an Event of Default which
 is continuing the Agent may, and shall if so directed by the Lenders, by
 notice to the Borrower:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 cancel the Total Commitments at which time they shall immediately be
 cancelled; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 declare that all or part of the Loan, together with accrued interest,
 and all other amounts accrued or outstanding under the Finance Documents be
 immediately due and payable, at which time they shall become immediately due
 and payable; and/or

 


68









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 declare that all or part of the Loan be payable on demand, at which
 time it shall immediately become payable on demand by the Agent on the
 instructions of the Lenders; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 declare that no withdrawals be made from any Account; and/or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 exercise or direct the Security Agent to exercise any or all of its
 rights, remedies, powers or directions under the Finance Documents.

 


69






SECTION 7 - CHANGES TO PARTIES


	
  

 	
  

 	
  

 	
  

 
	
 29

 	
  

 	
 Changes to the Lenders

 
	
  

 	
  

 	
  

 
	
 29.1 

 	
  

 	
 Assignments and transfers by the Lenders 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to this clause 29, a Lender (the “Existing Lender”) may
 assign any of its rights to another bank or financial institution or to 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 (the “New Lender”).

 
	
  

 	
  

 	
  

 
	
 29.2 

 	
  

 	
 Conditions of assignment 

 
	
  

 	
  

 	
  

 
	
 29.2.1

 	
  

 	
 The consent of the Borrower is required for an assignment by a
 Lender, unless the assignment is to another Lender or an Affiliate of a
 Lender or an Event of Default is continuing. The Agent will immediately
 advise the Borrower of the assignment.

 
	
  

 	
  

 	
  

 
	
 29.2.2

 	
  

 	
 The Borrower’s consent may not be unreasonably withheld or delayed
 and will be deemed to have been given five Business Days after the Lender has
 requested consent unless consent is expressly refused within that time. The
 Borrower shall not be entitled to refuse or withhold consent solely because
 an assignment may result in an increase to the Mandatory Cost.

 
	
  

 	
  

 	
  

 
	
 29.2.3

 	
  

 	
 An assignment will only be effective:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 on receipt by the Agent of written confirmation from the New Lender
 (in form and substance satisfactory to the Agent) that the New Lender will
 assume the same obligations to the other Finance Parties and the other
 Finance Parties as it would have been under if it was an Original Lender;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 on the New Lender entering into any documentation required for it to
 accede as a party to any Security Document to which the Original Lender is a
 party in its capacity as a Lender;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 if at the time when an assignment takes effect more than one
 Utilisation is outstanding, the assignment of an Existing Lender’s
 participation in the Utilisations (if any) under the Facility shall take
 effect in respect of the same fraction of each such Utilisation;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 on the performance by the Agent of all “know your customer” or other
 checks relating to any person that it is required to carry out in relation to
 such assignment to a New Lender, the completion of which the Agent shall
 promptly notify to the Lender and the New Lender; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 if that Existing Lender assigns equal fractions of its Commitment and
 participation in the Utilisations (if any) under the Facility.

 
	
  

 	
  

 	
  

 
	
 29.2.4

 	
  

 	
 Each New Lender, by executing the relevant Transfer Certificate,
 confirms, for the avoidance of doubt, that the Agent has authority to execute
 on its behalf any amendment or waiver that has been approved by or on behalf
 of the requisite Lender or Lenders in accordance with this Agreement on or
 prior to the date on which the transfer becomes effective in accordance with
 this Agreement and that it is bound by that decision to the same extent as
 the Existing Lender would have been had it remained a Lender.

 
	
  

 	
  

 	
  

 
	
 29.3

 	
  

 	
 Fee

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The New Lender shall, on the date upon which an assignment takes
 effect, pay to the Agent (for its own account) a fee of $3,000.

 


70









	
  

 	
  

 	
  

 	
  

 
	
 29.4 

 	
  

 	
 Limitation of responsibility of Existing Lenders 

 
	
  

 	
  

 	
  

 
	
 29.4.1

 	
  

 	
 Unless expressly agreed to the contrary, an Existing Lender makes no
 representation or warranty and assumes no responsibility to a New Lender for:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the legality, validity, effectiveness, adequacy or enforceability of
 the Finance Documents or any other documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the financial condition of any Obligor;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the performance and observance by any Obligor or any other person of
 its obligations under the Finance Documents or any other documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the application of any Basel 2 Regulation to the transactions
 contemplated by the Finance Documents; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the accuracy of any statements (whether written or oral) made in or
 in connection with any Finance Document or any other document, 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any
 representations or warranties implied by law are excluded.

 
	
  

 	
  

 	
  

 
	
 29.4.2

 	
  

 	
 Each New Lender confirms to the Existing Lender and the other Finance
 Parties and the Finance Parties that it:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 has made (and shall continue to make) its own independent
 investigation and assessment of:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the financial condition and affairs of the Obligors and their related entities in connection with its
participation in this Agreement; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the application of any Basel 2 Regulation to the transactions
 contemplated by the Finance Documents,

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and has not relied exclusively on any
 information provided to it by the Existing Lender or any other Finance Party
 in connection with any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 will continue to make its own independent appraisal of the
 application of any Basel 2 Regulation to the transactions contemplated by the
 Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 will continue to make its own independent appraisal of the
 creditworthiness of each Obligor and its related entities whilst any amount
 is or may be outstanding under the Finance Documents or any Commitment is in
 force.

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.3

 	
  

 	
 Nothing in any Finance Document obliges an Existing Lender to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 accept a re-assignment from a New Lender of any of the rights
 assigned under this clause 29 (Changes to the Lenders); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 support any losses directly or indirectly incurred by the New Lender
 by reason of the non-performance by any Obligor of its obligations under the
 Finance Documents or by reason of the application of any Basel 2 Regulation
 to the transactions contemplated by the Finance Documents or otherwise.

 
	
  

 	
  

 	
  

 
	
 29.5

 	
  

 	
 Procedure for transfer

 
	
  

 	
  

 	
  

 
	
 29.5.1

 	
  

 	
 Subject to the conditions set out in clause 29.2 (Conditions
 of assignment) an assignment is effected in accordance with clause
 29.5.2 below when (a) the Agent executes an otherwise duly completed Transfer
 Certificate and (b) the Agent executes any document required under 

 


71









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 clause 29.2.3
 which it may be necessary for it to execute in each case delivered to it by
 the Existing Lender and the New Lender duly executed by them and, in the case
 of any such other document, any other relevant person. The Agent shall, as
 soon as reasonably practicable after receipt by it of a Transfer Certificate and
 any such other document each duly completed, appearing on its face to comply
 with the terms of this Agreement and delivered in accordance with the terms
 of this Agreement, execute that Transfer Certificate and such other document.
 The Obligors and the other Finance Parties irrevocably authorise the Agent to
 execute any Transfer Certificate on their behalf without any consultations
 with them.

 
	
  

 	
  

 	
  

 	
  

 
	
 29.5.2

 	
  

 	
 On the Transfer Date:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to the extent that in the Transfer Certificate the Existing Lender
 seeks to be released from its obligations under the Finance Documents, the
 Existing Lender shall be released from further obligations towards the
 Obligors and the other Finance Parties under the Finance Documents and rights
 of the Obligors and the other Finance Parties against the Existing Lender
 under the Finance Documents shall be cancelled (being the Discharged
 Obligations) (but the obligations owed by the Obligors under the
 Finance Documents shall not be released);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the New Lender shall assume obligations towards each of the Obligors
 who are a Party and/or the Obligors and the other Finance Parties shall
 acquire rights against the New Lender which differ from the Discharged Rights
 and Obligations only insofar as the New Lender has assumed and/or the
 Obligors and the other Finance Parties acquired the same in place of the
 Existing Lender;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the other Finance Parties and the New Lender shall acquire the same
 rights and assume the same obligations between themselves as they would have acquired
 and assumed had the New Lender been an Original Lender with the rights and/or
 obligations acquired or assumed by it as a result of the transfer and to that
 extent the Security Agent, Existing Lender and the other Finance Parties
 shall each be released from further obligations to each other under the
 Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the New Lender shall become a Party to the Finance Documents as a
 “Lender” for the purposes of all the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 29.6

 	
  

 	
 Copy of Transfer Certificate to Borrower

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall, as soon as reasonably practicable after it has
 executed a Transfer Certificate and any other document required under clause
 29.2.3, send a copy of that Transfer Certificate and such documents to the
 Borrower.

 
	
  

 	
  

 	
  

 
	
 29.7

 	
  

 	
 Disclosure of information

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Lender may disclose to any of its Affiliates and, in relation to
 (a) and (b) below, with the consent of the Borrower (such consent not to be
 unreasonably withheld or delayed), to any other person:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to (or through) whom that Lender assigns (or may potentially assign)
 all or any of its rights and obligations under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 with (or through) whom that Lender enters into (or may potentially
 enter into) any sub-participation in relation to, or any other transaction
 under which payments are to be made by reference to, the Finance Documents or
 any Obligor; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 to whom, and to the extent that, information is required to be
 disclosed by any applicable law or regulation,

 


72









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any Finance Party may disclose to a rating agency or its
 professional advisers or (with the consent of the Borrower) any other person,
 any information about any Obligor, the Group and the Finance Documents as
 that Finance Party shall consider appropriate.

 
	
  

 	
  

 	
  

 
	
 30

 	
  

 	
 Changes to the
 Obligors

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor may
 assign any of its rights or transfer any of its rights or obligations under
 the Finance Documents.

 


73





SECTION 8 - THE FINANCE PARTIES


	
  

 	
  

 	
  

 	
  

 
	
 31

 	
  

 	
 Roles of Agent,
 Security Agent and Arranger

 
	
  

 	
  

 	
  

 
	
 31.1

 	
  

 	
 Appointment of the Agent

 
	
  

 	
  

 	
  

 
	
 31.1.1

 	
  

 	
 Each other Finance Party (other than the Security Agent) appoints the
 Agent to act as its agent under and in connection with the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.1.2

 	
  

 	
 Each such other Finance Party authorises the Agent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to exercise the rights, powers, authorities and discretions
 specifically given to the Agent under or in connection with the Finance
 Documents together with any other incidental rights, powers, authorities and
 discretions; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to execute each of the Security Documents and all other documents
 that may be approved by the Lenders for execution by it.

 
	
  

 	
  

 	
  

 
	
 31.2

 	
  

 	
 Duties of the Agent

 
	
  

 	
  

 	
  

 
	
 31.2.1

 	
  

 	
 The Agent shall promptly forward to a Party the original or a copy of
 any document which is delivered to the Agent for that Party by any other
 Party.

 
	
  

 	
  

 	
  

 
	
 31.2.2

 	
  

 	
 Without prejudice to clause 29.6 (Copy of Transfer Certificate to Borrower),
 clause 31.2.1 shall not apply to any Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 31.2.3

 	
  

 	
 Except where a Finance Document specifically provides otherwise, the
 Agent is not obliged to review or check the adequacy, accuracy or
 completeness of any document it forwards to another Party.

 
	
  

 	
  

 	
  

 
	
 31.2.4

 	
  

 	
 If the Agent receives notice from a Party referring to this
 Agreement, describing a Default and stating that the circumstance described
 is a Default, it shall promptly notify the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.2.5

 	
  

 	
 If the Agent is aware of the non-payment of any principal, interest,
 commitment fee or other fee payable to a Finance Party (other than the Agent
 or an Arranger or the Security Agent for their own account) under this
 Agreement it shall promptly notify the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.2.6

 	
  

 	
 The Agent’s duties under the Finance Documents are solely mechanical
 and administrative in nature.

 
	
  

 	
  

 	
  

 
	
 31.3

 	
  

 	
 Role of the Arrangers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as specifically provided in the Finance Documents, the
 Arrangers have no obligations of any kind to any other Party under or in
 connection with any Finance Document or the transactions contemplated by the
 Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.4

 	
  

 	
 No fiduciary duties

 
	
  

 	
  

 	
  

 
	
 31.4.1

 	
  

 	
 Nothing in this Agreement constitutes the Agent or an Arranger as a
 trustee or fiduciary of any other person.

 
	
  

 	
  

 	
  

 
	
 31.4.2

 	
  

 	
 None of the Agent, the Security Agent or any Arranger shall be bound
 to account to any Lender for any sum or the profit element of any sum
 received by it for its own account or have any obligations to the other
 Finance Parties beyond those expressly stated in the Finance Documents.

 


74









	
  

 	
  

 	
  

 	
  

 
	
 31.5

 	
  

 	
 Business with the Group

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent, the Security Agent and any Arranger may accept deposits
 from, lend money to and generally engage in any kind of banking or other
 business with any Obligor or their Affiliates.

 
	
  

 	
  

 	
  

 
	
 31.6

 	
  

 	
 Rights and discretions of the Agent

 
	
  

 	
  

 	
  

 
	
 31.6.1

 	
  

 	
 The Agent may rely on:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any representation, notice or document believed by it to be genuine,
 correct and appropriately authorised; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any statement made by a director, authorised signatory or employee of
 any person regarding any matters which may reasonably be assumed to be within
 his or her knowledge or within his or her power to verify.

 
	
  

 	
  

 	
  

 	
  

 
	
 31.6.2

 	
  

 	
 The Agent may assume (unless it has received notice to the contrary
 in its capacity as agent for the other Finance Parties) that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 no Default has occurred (unless it has actual knowledge of a Default
 arising under clause 28.1 (Non-payment));

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any right, power, authority or discretion vested in any Party or the
 Majority Lenders has not been exercised; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any notice or request made by the Borrower (other than a Utilisation
 Request or Selection Notice) is made on behalf of and with the consent and
 knowledge of all the Obligors.

 
	
  

 	
  

 	
  

 
	
 31.6.3

 	
  

 	
 The Agent may engage, pay for and rely on the advice or services of
 any lawyers, accountants, surveyors or other experts in the conduct of its
 obligations and responsibilities under the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.6.4

 	
  

 	
 The Agent may act in relation to the Finance Documents through its
 personnel and agents.

 
	
  

 	
  

 	
  

 
	
 31.6.5

 	
  

 	
 The Agent may disclose to any other Party any information it
 reasonably believes it has received as agent under this Agreement.

 
	
  

 	
  

 	
  

 
	
 31.6.6

 	
  

 	
 The Agent is not obliged to disclose to any Finance Party any details
 of the rate notified to the Agent by any Lender or the identity of any such
 Lender for the purposes of clause 10.2.1(b) (Market Disruption).

 
	
  

 	
  

 	
  

 
	
 31.6.7

 	
  

 	
 Notwithstanding any other provision of any Finance Document to the
 contrary, neither the Agent nor any Arranger is obliged to do or omit to do
 anything if it would or might in its reasonable opinion constitute a breach
 of any law or regulation or a breach of a fiduciary duty or duty of
 confidentiality. The Agent and any Arranger may do anything which in its
 opinion, is necessary or desirable to comply with any law or regulation of
 any jurisdiction.

 
	
  

 	
  

 	
  

 
	
 31.6.8

 	
  

 	
 Without prejudice to the generality of clause 31.6.7, the Agent shall
 be entitled (but not obliged) to disclose the identity of a Defaulting Lender
 to the other Finance Parties and the Borrower.

 
	
  

 	
  

 	
  

 
	
 31.7

 	
  

 	
 Lenders’ instructions

 
	
  

 	
  

 	
  

 
	
 31.7.1

 	
  

 	
 Unless a contrary indication appears in a Finance Document, the Agent
 shall:

 


75









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 exercise any right, power, authority or discretion vested in it as
 Agent (including giving instructions to the Security Agent) in accordance
 with any instructions given to it by the Lenders (or, if so instructed by the
 Lenders, refrain from exercising any right, power, authority or discretion
 vested in it as Agent); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 not be liable for any act (or omission) if it acts (or refrains from
 taking any action) in accordance with an instruction of the Lenders.

 
	
  

 	
  

 	
  

 
	
 31.7.2

 	
  

 	
 Unless a contrary indication appears in a Finance Document, any
 instructions given by the Lenders to the Agent (in relation to any right,
 power, authority or discretion vested in it as Agent) shall be binding on all
 the Finance Parties (other than the Security Agent).

 
	
  

 	
  

 	
  

 
	
 31.7.3

 	
  

 	
 The Agent may refrain from acting in accordance with the instructions
 of the Majority Lenders (if applicable in accordance with the Finance
 Documents) or, if appropriate, the Lenders until it has received such
 security as it may require for any cost, loss or liability (together with any
 associated VAT) which it may incur in complying with the instructions.

 
	
  

 	
  

 	
  

 
	
 31.7.4

 	
  

 	
 In the absence of, or while awaiting, instructions from the Majority
 Lenders (if applicable in accordance with the Finance Documents) or, if
 appropriate, the Lenders, the Agent may act (or refrain from taking action)
 as it considers to be in the best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.7.5

 	
  

 	
 The Agent is not authorised to act on behalf of a Lender (without
 first obtaining that Lender’s consent) in any legal or arbitration
 proceedings relating to any Finance Document. This clause 31.7.5 shall not
 apply to any legal or arbitration proceeding relating to the perfection,
 preservation or protection of rights under the Security Documents or
 enforcement of the Security Documents.

 
	
  

 	
  

 	
  

 
	
 31.7.6

 	
  

 	
 Neither the Agent nor any Arranger shall be obliged to request any
 certificate, opinion or other information under clause 18 (Information
 undertakings) unless so required in writing by a Lender, in which
 case the Agent shall promptly make the appropriate request of the Borrower if
 such request would be in accordance with the terms of this Agreement.

 
	
  

 	
  

 	
  

 
	
 31.8

 	
  

 	
 Responsibility for documentation and other
 matters

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Neither the Agent nor any Arranger:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 is responsible for the adequacy, accuracy and/or completeness of any
 information (whether oral or written) supplied by the Agent, any Arranger, an
 Obligor or any other person given in or in connection with any Finance
 Document or the transactions contemplated in the Finance Documents or of any
 representations in any Finance Document or of any copy of any document
 delivered under any Finance Document (including, without limitation, the
 Counter Guarantor Representations Letter);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 is responsible for the legality, validity, effectiveness, adequacy or
 enforceability of any Finance Document or any Charter Document or Building
 Contract Document or any other agreement, arrangement or document entered
 into, made or executed in anticipation of or in connection with any Finance
 Document or any Charter Document or Building Contract Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 is responsible for any determination as to whether any information
 provided or to be provided to any Finance Party is non-public information the
 use of which may be regulated or prohibited by applicable law or regulation
 relating to insider dealing or otherwise;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 is responsible for the application of any Basel 2 Regulation to the
 transactions contemplated by the Finance Documents;

 


76









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 is responsible for any loss to the Trust Property arising in
 consequence of the failure, depreciation or loss of any Charged Property or
 any investments made or retained in good faith or by reason of any other
 matter or thing;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 is obliged to account to any person for any sum or the profit element
 of any sum received by it for its own account;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 is responsible for the failure of any Obligor or any other party to
 perform its obligations under any Finance Document or Charter Document or
 Building Contract Document or the financial condition of any such person;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 is responsible to ascertain whether all deeds and documents which
 should have been deposited with it (or the Security Agent) under or pursuant
 to any of the Security Documents have been so deposited;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 is responsible to investigate or make any enquiry into the title of
 any Obligor to any of the Charged Property or any of its other property or
 assets;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (j)

 	
 is responsible for the failure to register any of the Security
 Documents with the Registrar of Companies or any other public office;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (k)

 	
 is responsible for the failure to register any of the Security
 Documents in accordance with the provisions of the documents of title of any
 Obligor to any of the Charged Property;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (l)

 	
 is responsible for the failure to take or require any Obligor to take
 any steps to render any of the Security Documents effective as regards
 property or assets outside England or Wales or to secure the creation of any
 ancillary charge under the laws of the jurisdiction concerned; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (m)

 	
 is (unless it is the same entity as the Security Agent) responsible
 on account of the failure of the Security Agent to perform or discharge any
 of its duties or obligations under the Security Documents.

 
	
  

 	
  

 	
  

 
	
 31.9

 	
  

 	
 Exclusion
 of liability

 
	
  

 	
  

 	
  

 
	
 31.9.1

 	
  

 	
 Without limiting clause 31.9.2 (and without prejudice to the provisions
 of clause 34.9 (Disruption to Payment Systems etc.)), the Agent will not
 be liable for any action taken by it under or in connection with any Finance
 Document, unless directly caused by its gross negligence or wilful
 misconduct.

 
	
  

 	
  

 	
  

 
	
 31.9.2

 	
  

 	
 No Party (other than the Agent) may take any proceedings against any
 officer, employee or agent of the Agent in respect of any claim it might have
 against the Agent or in respect of any act or omission of any kind by that
 officer, employee or agent in relation to any Finance Document any officer,
 employee or agent of the Agent may rely on this clause subject to clause 1.3
 and the provisions of the Third Parties Act.

 
	
  

 	
  

 	
  

 
	
 31.9.3

 	
  

 	
 The Agent will not be liable for any delay (or any related
 consequences) in crediting an account with an amount required under the
 Finance Documents to be paid by the Agent if the Agent has taken all
 necessary steps as soon as reasonably practicable to comply with the
 regulations or operating procedures of any recognised clearing or settlement
 system used by the Agent for that purpose.

 
	
  

 	
  

 	
  

 
	
 31.9.4

 	
  

 	
 Nothing in this Agreement shall oblige the Agent or any Arranger to
 carry out any “know your customer” or other checks in relation to any person
 on behalf of any Lender and each Lender confirms to the Agent and the
 Arrangers that it is solely responsible for any such checks it is required to
 carry out and that it may not rely on any statement in relation to such
 checks made by the Agent or any Arranger.

 


77









	
  

 	
  

 	
  

 
	
 31.10

 	
  

 	
 Lenders’ indemnity to the Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Lender shall (in proportion to its share of the Total
 Commitments or, if the Total Commitments are then zero, to its share of the
 Total Commitments immediately prior to their reduction to zero) indemnify the
 Agent, within three Business Days of demand, against any cost, loss or
 liability incurred by the Agent (otherwise than by reason of the Agent’s
 gross negligence or wilful misconduct) including the costs of any person
 engaged in accordance with clause 31.6.3 (Rights and discretions of the Agent) and
 any Receiver in acting as its agent under the Finance Documents (unless the
 Agent has been reimbursed by an Obligor pursuant to a Finance Document or out
 of the Trust Property).

 
	
  

 	
  

 	
  

 
	
 31.11

 	
  

 	
 Resignation of the Agent

 
	
  

 	
  

 	
  

 
	
 31.11.1

 	
  

 	
 The Agent may resign and appoint one of its Affiliates as successor
 by giving notice to the Lenders, the Security Agent and the Borrower.

 
	
  

 	
  

 	
  

 
	
 31.11.2

 	
  

 	
 Alternatively the Agent may resign by giving notice to the other
 Finance Parties and the Borrower, in which case the Majority Lenders (after
 consultation with the Borrower) may appoint a successor Agent acting through
 an office in the United Kingdom.

 
	
  

 	
  

 	
  

 
	
 31.11.3

 	
  

 	
 If the Majority Lenders have not appointed a successor Agent in
 accordance with clause 31.11.2 above within 20 days after notice of
 resignation was given, the Agent (after consultation with the Borrower) may
 appoint a successor Agent.

 
	
  

 	
  

 	
  

 
	
 31.11.4

 	
  

 	
 The retiring Agent shall, at its own cost, make available to the
 successor Agent such documents and records and provide such assistance as the
 successor Agent may reasonably request for the purposes of performing its
 functions as Agent under the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.11.5

 	
  

 	
 The Agent’s resignation notice shall only take effect upon the
 appointment of a successor.

 
	
  

 	
  

 	
  

 
	
 31.11.6

 	
  

 	
 Upon the appointment of a successor, the retiring Agent shall be
 discharged from any further obligation in respect of the Finance Documents
 but shall remain entitled to the benefit of this clause 31. Its successor and
 each of the other Parties shall have the same rights and obligations amongst
 themselves as they would have had if such successor had been an original
 Party.

 
	
  

 	
  

 	
  

 
	
 31.11.7

 	
  

 	
 After consultation with the Borrower, the Majority Lenders may, by
 notice to the Agent, require it to resign in accordance with clause 31.11.2.
 In this event, the Agent shall resign in accordance with clause 31.11.2.

 
	
  

 	
  

 	
  

 
	
 31.12

 	
  

 	
 Confidentiality

 
	
  

 	
  

 	
  

 
	
 31.12.1

 	
  

 	
 In acting as agent for the Finance Parties, the Agent shall be
 regarded as acting through its department, division or team directly
 responsible for the management of the Finance Documents which shall be
 treated as a separate entity from any other of its divisions, departments or
 teams.

 
	
  

 	
  

 	
  

 
	
 31.12.2

 	
  

 	
 If information is received by another division or department of the
 Agent, it may be treated as confidential to that division or department and
 the Agent shall not be deemed to have notice of it.

 
	
  

 	
  

 	
  

 
	
 31.12.3

 	
  

 	
 Notwithstanding any other provision of any Finance Document to the
 contrary, neither the Agent, nor any Arranger is obliged to disclose to any
 other person (a) any confidential information or (b) any other information if
 the disclosure would or might in its reasonable opinion constitute a breach
 of any law or a breach of a fiduciary duty.

 


78









	
  

 	
  

 	
  

 	
  

 
	
 31.13

 	
  

 	
 Relationship with the Lenders

 
	
  

 	
  

 	
  

 
	
 31.13.1

 	
  

 	
 The Agent may treat each Lender as a Lender, entitled to payments
 under this Agreement and acting through its Facility Office unless it has
 received not less than five Business Days prior notice from that Lender to
 the contrary in accordance with the terms of this Agreement.

 
	
  

 	
  

 	
  

 
	
 31.13.2

 	
  

 	
 Each Lender shall supply the Agent with any information required by
 the Agent in order to calculate the Mandatory Cost in accordance with
 Schedule 6 (Mandatory Cost formulae).

 
	
  

 	
  

 	
  

 
	
 31.13.3

 	
  

 	
 Each Lender shall supply the Agent with any information that the
 Agent may reasonably specify as being necessary or desirable to enable the
 Agent or the Security Agent to perform its functions as Agent or Security
 Agent. Each Lender shall deal with the Security Agent exclusively through the
 Agent and shall not deal directly with the Security Agent.

 
	
  

 	
  

 	
  

 
	
 31.14

 	
  

 	
 Credit appraisal by the Lenders

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without affecting the responsibility of any Obligor for information
 supplied by it or on its behalf in connection with any Finance Document, each
 Lender confirms to each other Finance Party that it has been, and will
 continue to be, solely responsible for making its own independent appraisal
 and investigation of all risks arising under or in connection with any Finance
 Document including but not limited to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the financial condition, status and nature of each Obligor;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the legality, validity, effectiveness, adequacy or enforceability of
 any Finance Document or Charter Document or Building Contract Document and
 any other agreement, arrangement or document entered into, made or executed
 in anticipation of, under or in connection with any Finance Document or
 Charter Document or Building Contract Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the application of any Basel 2 Regulation to the transactions
 contemplated by the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 whether any Finance Party has recourse, and the nature and extent of
 that recourse, against any Party or any of its respective assets under or in
 connection with any Finance Document, the transactions contemplated by the
 Finance Documents or any other agreement, arrangement or document entered
 into, made or executed in anticipation of, under or in connection with any
 Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the adequacy, accuracy and/or completeness of any information
 provided by the Agent, any Party or by any other person under or in
 connection with any Finance Document or Charter Document or Building Contract
 Document, the transactions contemplated by the Finance Documents or any other
 agreement, arrangement or document entered into, made or executed in
 anticipation of, under or in connection with any Finance Document or Charter
 Document or Building Contract Document; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 the right of title of any person to, or the value or sufficiency of,
 any part of the Charged Property, the priority of the Security Documents or
 the existence of any Security Interest affecting the Charged Property.

 
	
  

 	
  

 	
  

 	
  

 
	
 31.15

 	
  

 	
 Reference Banks

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If a Reference Bank (or, if a Reference Bank is not a Lender, the
 Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall
 (in consultation with the Borrower) appoint another Lender or an Affiliate of
 a Lender to replace that Reference Bank.

 


79









	
  

 	
  

 	
  

 	
  

 
	
 31.16

 	
  

 	
 Agent’s management time

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any amount payable to the Agent under clause 14.3 (Indemnity
 to the Agent and the Security Agent), clause 16 (Costs and
 expenses) and clause 31.10 (Lenders’ indemnity to the Agent) shall
 include the cost of utilising the Agent’s management time or other resources
 and will be calculated on the basis of such reasonable daily or hourly rates
 as the Agent may notify to the Borrower and the Lenders, and is in addition
 to any fee paid or payable to the Agent under clause 11 (Fees).

 
	
  

 	
  

 	
  

 
	
 31.17

 	
  

 	
 Deduction from amounts payable by the Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any Party owes an amount to the Agent under the Finance Documents
 the Agent may, after giving notice to that Party, deduct an amount not
 exceeding that amount from any payment to that Party which the Agent would
 otherwise be obliged to make under the Finance Documents and apply the amount
 deducted in or towards satisfaction of the amount owed. For the purposes of
 the Finance Documents that Party shall be regarded as having received any
 amount so deducted.

 
	
  

 	
  

 	
  

 
	
 31.18

 	
  

 	
 Common parties

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Although the Agent and the Security Agent may from time to time be
 the same entity, that entity will have entered into the Finance Documents (to
 which it is party) in its separate capacities as agent for the Finance
 Parties and (as appropriate) security agent and trustee for the Finance
 Parties. Where any Finance Document provides for the Agent or Security Agent
 to communicate with or provide instructions to the other, while they are the
 same entity, such communication or instructions will not be necessary.

 
	
  

 	
  

 	
  

 
	
 31.19

 	
  

 	
 Security Agent

 
	
  

 	
  

 	
  

 
	
 31.19.1

 	
  

 	
 Each other Finance Party appoints the Security Agent to act as its
 trustee under and in connection with the Security Documents.

 
	
  

 	
  

 	
  

 
	
 31.19.2

 	
  

 	
 Each other Finance Party authorises the Security Agent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 to exercise the rights, powers, authorities and discretions
 specifically given to the Security Agent under or in connection with the
 Finance Documents together with any other incidental rights, powers,
 authorities and discretions; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to execute each of the Security Documents and all other documents
 that may be approved by the Agent and/or the Majority Lenders for execution
 by it.

 
	
  

 	
  

 	
  

 	
  

 
	
 31.19.3

 	
  

 	
 The Security Agent accepts its appointment under clause 31.19 (Security
 Agent) as trustee of the Trust Property with effect from the date
 of this Agreement and declares that it holds the Trust Property on trust for
 itself, the other Finance Parties (for so long as they are Finance Parties)
 on and subject to the terms set out in clauses 31.19 - 31.27 (inclusive) and
 the Security Documents to which it is a party.

 
	
  

 	
  

 	
  

 	
  

 
	
 31.20

 	
  

 	
 Application of certain clauses to Security
 Agent

 
	
  

 	
  

 	
  

 	
  

 
	
 31.20.1

 	
  

 	
 Clauses 31.6 (Rights and discretions of the Agent),
 31.8 (Responsibility
 for documentation and other matters), 31.9 (Exclusion of liability),
 31.10 (Lenders’
 indemnity to the Agent), 31.11 (Resignation of the Agent),
 31.12 (Confidentiality),
 31.13 (Relationship
 with the Lenders), 31.14 (Credit appraisal by the Lenders) and
 31.17 (Deduction
 from amounts payable by the Agent) shall each extend so as to
 apply to the Security Agent in its capacity as such and for that purpose each
 reference to the “Agent” in these clauses shall extend to include in addition
 a reference to the “Security Agent” in its capacity as such.

 


80









	
  

 	
  

 	
  

 	
  

 
	
 31.20.2

 	
  

 	
 In addition, clause 31.11 (Resignation of the Agent) shall, for the
 purposes of its application to the Security Agent pursuant to clause 31.20.1,
 have the following additional sub-clause:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 At any time after the appointment of a successor, the retiring
 Security Agent shall do and execute all acts, deeds and documents reasonably
 required by its successor to transfer to it (or its nominee, as it may
 direct) any property, assets and rights previously vested in the retiring
 Security Agent pursuant to the Security Documents and which shall not have
 vested in its successor by operation of law. All such acts, deeds and
 documents shall be done or, as the case may be, executed at the cost of the
 retiring Security Agent (except where the Security Agent is retiring under
 clause 31.11.7 as extended to it by clause 31.20.1, in which case such costs
 shall be borne by the Lenders (in proportion to its share of the Total
 Commitments or, if the Total Commitments are then zero, to its share of the
 Total Commitments immediately prior to their reduction to zero).

 
	
  

 	
  

 	
  

 
	
 31.21

 	
  

 	
 Instructions to Security Agent

 
	
  

 	
  

 	
  

 
	
 31.21.1

 	
  

 	
 Unless a contrary indication appears in a Finance Document, the
 Security Agent shall:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 exercise any right, power, authority or discretion vested in it as
 Security Agent in accordance with any instructions given to it by the Agent
 (or, if so instructed by the Agent, refrain from exercising any right, power,
 authority or discretion vested in it as Security Agent); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 not be liable for any act (or omission) if it acts (or refrains from
 taking any action) in accordance with such an instruction of the Agent (the
 Agent in each case acting on the instructions of the Majority Lenders (if
 applicable in accordance with the Finance Documents) or the Lenders.

 
	
  

 	
  

 	
  

 
	
 31.21.2

 	
  

 	
 Unless a contrary indication appears in a Finance Document, any
 instructions given by the Agent to the Security Agent in accordance with
 clause 31.21.1 will be binding on the Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.21.3

 	
  

 	
 The Security Agent may refrain from acting in accordance with the
 instructions of the Agent until it has received such security as it may
 require for any cost, loss or liability (together with any associated VAT)
 which it may incur in complying with the instructions.

 
	
  

 	
  

 	
  

 
	
 31.21.4

 	
  

 	
 In the absence of, or while awaiting, instructions from the Agent,
 (including in exceptional circumstances where time does not permit the Agent
 obtaining instructions from the Lenders and urgent action is required) the
 Security Agent may act (or refrain from taking action) as it considers to be
 in the best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.21.5

 	
  

 	
 The Security Agent is not authorised to act on behalf of another
 Finance Party (without first obtaining that Finance Party’s consent) in any
 legal or arbitration proceedings relating to any Finance Document but this is
 without prejudice to clauses 31.21.1 and 31.21.4, including the right to
 enforce the Security Documents in accordance with these clauses.

 
	
  

 	
  

 	
  

 
	
 31.22

 	
  

 	
 Order of application

 
	
  

 	
  

 	
  

 
	
 31.22.1

 	
  

 	
 The Security Agent agrees to apply the Trust Property in accordance
 with the following respective claims:

 
	
  

 	
  

 	
   

 	
  

 
	
  

 	
  

 	
 (a)

 	
 first, as to a sum equivalent to the
 amounts payable to the Security Agent under the Finance Documents (excluding
 any amounts received by the Security Agent pursuant to clause 31.10 (Lenders’
 indemnity to the Agent) as extended to the Security Agent pursuant
 to clause 31.20 (Application of certain clauses to Security Agent)),
 for the Security Agent absolutely;

 


81











	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 secondly, as to a sum equivalent to the
 aggregate amount then due and owing to the other Finance Parties under the
 Finance Documents, for those Finance Parties absolutely, and pro-rata to the
 amounts owing to them under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 thirdly, until such time as the Security
 Agent is satisfied that all obligations owed to the Finance Parties have been
 irrevocably and unconditionally discharged in full, held by the Security
 Agent on a suspense account for payment of any further amounts owing to the Finance
 Parties under the Finance Documents and further application in accordance
 with this clause 31.22.1 as and when any such amounts later fall due;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 fourthly, to such other persons (if any)
 as are legally entitled thereto in priority to the Obligors; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 fifthly, as to the balance (if any), for
 the Obligors by or from whom or from whose assets the relevant amounts were
 paid, received or recovered or other person entitled to them.

 
	
  

 	
  

 	
  

 
	
 31.22.2

 	
  

 	
 The Security Agent shall make each application as soon as is
 practicable after the relevant moneys are received by, or otherwise become
 available to, it save that (without prejudice to any other provision
 contained in any of the Security Documents) the Security Agent (acting on the
 instructions of the Agent) or any receiver or administrator may credit any
 moneys received by it to a suspense account for so long and in such manner as
 the Security Agent or such receiver or administrator may from time to time
 determine with a view to preserving the rights of the Finance Parties or any
 of them to prove for the whole of their respective claims against the
 Borrower or any other person liable.

 
	
  

 	
  

 	
  

 
	
 31.22.3

 	
  

 	
 The Security Agent shall obtain a good discharge in respect of the
 amounts expressed to be due to the other Finance Parties as referred to in
 this clause 31.22 by paying such amounts to the Agent for distribution in
 accordance with clause 34 (Payment mechanics).

 
	
  

 	
  

 	
  

 
	
 31.23

 	
  

 	
 Perpetuities

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The perpetuity period to the extent applicable to this Agreement and
 the other Finance Documents shall be 80 years from the date of this
 Agreement.

 
	
  

 	
  

 	
  

 
	
 31.24 

 	
  

 	
 Powers and duties of the Security Agent as trustee of the security 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In its capacity as trustee in relation to the Security Documents, the
 Security Agent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 shall, without prejudice to any of the powers, discretions and
 immunities conferred upon trustees by law (and to the extent not inconsistent
 with the provisions of this Agreement or any of the Security Documents), have
 all the same powers and discretions as a natural person acting as the
 beneficial owner of such property and/or as are conferred upon the Security
 Agent by this Agreement and/or any Security Document but so that the Security
 Agent may only exercise such powers and discretions to the extent that it is
 authorised to do so by the provisions of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 shall (subject to clause 31.22 (Order of application)) be entitled (in
 its own name or in the names of nominees) to invest moneys from time to time
 forming part of the Trust Property or otherwise held by it as a consequence
 of any enforcement of the security constituted by any Finance Document which,
 in the reasonable opinion of the Security Agent, it would not be practicable
 to distribute immediately, by placing the same on deposit in the name or
 under the control of the Security Agent as the Security Agent may think fit
 without being under any duty to diversify the same and the Security Agent
 shall not be responsible for any loss due to interest rate or 

 


82









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 exchange rate
 fluctuations except for any loss arising from the Security Agent’s gross
 negligence or wilful misconduct;


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 may, in the conduct of its obligations under and in respect of the
 Security Documents (otherwise than in relation to its right to make any
 declaration, determination or decision), instead of acting personally, employ
 and pay any agent (whether being a lawyer or any other person) to transact or
 concur in transacting any business and to do or concur in doing any acts
 required to be done by the Security Agent (including the receipt and payment
 of money) and on the basis that (i) any such agent engaged in any profession
 or business shall be entitled to be paid all usual professional and other
 charges for business transacted and acts done by him or any partner or
 employee of his or her in connection with such employment and (ii) the
 Security Agent shall not be bound to supervise, or be responsible for any
 loss incurred by reason of any act or omission of, any such agent if the
 Security Agent shall have exercised reasonable care in the selection of such
 agent; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 may place all deeds and other documents relating to the Trust
 Property which are from time to time deposited with it pursuant to the
 Security Documents in any safe deposit, safe or receptacle selected by the
 Security Agent exercising reasonable care or with any firm of solicitors or
 company whose business includes undertaking the safe custody of documents
 selected by the Security Agent exercising reasonable care and may make any
 such arrangements as it thinks fit for allowing Obligors access to, or its
 solicitors or auditors possession of, such documents when necessary or
 convenient and the Security Agent shall not be responsible for any loss
 incurred in connection with any such deposit, access or possession if it has
 exercised reasonable care in the selection of a safe deposit, safe,
 receptacle or firm of solicitors or company (save that it shall take
 reasonable steps to pursue any person who may be liable to it in connection
 with such loss).

 
	
  

 	
  

 	
  

 
	
 31.25

 	
  

 	
 All enforcement action through the Security
 Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 None of the other Finance Parties shall have any independent power to
 enforce any of the Security Documents or to exercise any rights, discretions
 or powers or to grant any consents or releases under or pursuant to any of
 the Security Documents or otherwise have direct recourse to the security
 and/or guarantees constituted by any of the Security Documents except through
 the Security Agent. If any Lender is a party to any Security Document it
 shall promptly upon being requested by the Agent to do so grant power of
 attorney or other sufficient authority to the Security Agent to enable the
 Security Agent to exercise any rights, discretions or powers or to grant any
 consents or releases under such Security Document.

 
	
  

 	
  

 	
  

 
	
 31.26

 	
  

 	
 Co-operation to achieve agreed priorities
 of application

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The other Finance Parties shall co-operate with each other and with
 the Security Agent and any receiver or administrator under the Security
 Documents in realising the property and assets subject to the Security
 Documents and in ensuring that the net proceeds realised under the Security
 Documents after deduction of the expenses of realisation are applied in
 accordance with clause 31.22 (Order of application).

 
	
  

 	
  

 	
  

 
	
 31.27

 	
  

 	
 Indemnity from Trust Property

 
	
  

 	
  

 	
  

 
	
 31.27.1

 	
  

 	
 In respect of all liabilities, costs or expenses for which the
 Obligors are liable under this Agreement, the Security Agent and each
 Affiliate of the Security Agent and each officer or employee of the Security
 Agent or its Affiliate (each an “Indemnified Person”) shall be entitled to
 be indemnified out of the Trust Property in respect of all liabilities,
 damages, costs, claims, charges or expenses whatsoever properly incurred or suffered
 by such Indemnified Person:

 


83









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in the execution or exercise or bona fide purported execution or
 exercise of the trusts, rights, powers, authorities, discretions and duties
 created or conferred by or pursuant to the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 as a result of any breach by an Obligor of any of its obligations
 under any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in respect of any Environmental Claim made or asserted against an
 Indemnified Person which would not have arisen if the Finance Documents had
 not been executed; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 in respect of any matter or thing done or omitted in any way in
 accordance with the terms of the Finance Documents relating to the Trust
 Property or the provisions of any of the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.27.2

 	
  

 	
 The rights conferred by this clause 31.27 are without prejudice to
 any right to indemnity by law given to trustees generally and to any
 provision of the Finance Documents entitling the Security Agent or any other
 person to an indemnity in respect of, and/or reimbursement of, any
 liabilities, costs or expenses incurred or suffered by it in connection with
 any of the Finance Documents or the performance of any duties under any of
 the Finance Documents. Nothing contained in this clause 31.27 shall entitle
 the Security Agent or any other person to be indemnified in respect of any
 liabilities, damages, costs, claims, charges or expenses to the extent that
 the same arise from such person’s own gross negligence or wilful misconduct.

 
	
  

 	
  

 	
  

 
	
 31.28

 	
  

 	
 Finance Parties to provide information

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The other Finance Parties shall provide the Security Agent with such
 written information as it may reasonably require for the purposes of carrying
 out its duties and obligations under the Security Documents and, in
 particular, with such necessary directions in writing so as to enable the
 Security Agent to make the calculations and applications contemplated by
 clause 31.22 (Order of application) above and to apply amounts received
 under, and the proceeds of realisation of, the Security Documents as
 contemplated by the Security Documents, clause 34.5 (Partial payments) and
 clause 31.22 (Order of application).

 
	
  

 	
  

 	
  

 
	
 31.29

 	
  

 	
 Release to facilitate enforcement and
 realisation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Finance Party acknowledges that pursuant to any enforcement action
 by the Security Agent (or a Receiver) carried out on the instructions of the
 Agent it may be desirable for the purpose of such enforcement and/or
 maximising the realisation of the Charged Property being enforced against,
 that any rights or claims of or by the Security Agent (for the benefit of the
 Finance Parties) and/or any Finance Parties against any Obligor and/or any
 Security Interest over any assets of any Obligor (in each case) as contained
 in or created by any Finance Document, other than such rights or claims or
 security being enforced, be released in order to facilitate such enforcement
 action and/or realisation and, notwithstanding any other provision of the
 Finance Documents, each Finance Party hereby irrevocably authorises the
 Security Agent (acting on the instructions of the Agent) to grant any such
 releases to the extent necessary to fully effect such enforcement action and
 realisation including, without limitation, to the extent necessary for such
 purposes to execute release documents in the name of and on behalf of the
 Finance Parties. Where the relevant enforcement is by way of disposal of
 shares in the Borrower, the requisite release shall include releases of all
 claims (including under guarantees) of the Finance Parties and/or the Security
 Agent against the Borrower and of all Security Interests over the assets of
 the Borrower.

 
	
  

 	
  

 	
  

 
	
 31.30

 	
  

 	
 Undertaking to pay

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Obligor which is a Party undertakes with the Security Agent on
 behalf of the Finance Parties that it will, on demand by the Security Agent,
 pay to the Security Agent all money from 

 


84









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 time to time owing, and discharge
 all other obligations from time to time incurred, by it under or in
 connection with the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.31

 	
  

 	
 Additional trustees

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Security Agent shall have power by notice in writing to the other
 Finance Parties and the Borrower to appoint any person approved by the
 Majority Lenders (such approval not to be unreasonably withheld or delayed)
 either to act as separate trustee or as co-trustee jointly with the Security
 Agent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 if the Security Agent reasonably considers such appointment to be in
 the best interests of the Finance Parties;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 for the purpose of conforming with any legal requirement, restriction
 or condition in any jurisdiction in which any particular act is to be
 performed; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 for the purpose of obtaining a judgment in any jurisdiction or the
 enforcement in any jurisdiction against any person of a judgment already
 obtained,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any person so appointed shall (subject to the provisions of this
 Agreement) have such rights (including as to reasonable remuneration),
 powers, duties and obligations as shall be conferred or imposed by the
 instrument of appointment. The Security Agent shall have power to remove any
 person so appointed. At the request of the Security Agent, the other parties
 to this Agreement shall forthwith execute all such documents and do all such
 things as may be required to perfect such appointment or removal and each
 such party irrevocably authorises the Security Agent in its name and on its
 behalf to do the same. Such a person shall accede to this Agreement as a
 Security Agent to the extent necessary to carry out their role on terms
 satisfactory to the Security Agent and (subject always to the provisions of
 this Agreement) have such trusts, powers, authorities, liabilities and
 discretions (not exceeding those conferred on the Security Agent by this
 Agreement and the other Finance Documents) and such duties and obligations as
 shall be conferred or imposed by the instrument of appointment (being no less
 onerous than would have applied to the Security Agent but for the
 appointment). The Security Agent shall not be bound to supervise, or be
 responsible for any loss incurred by reason of any act or omission of, any
 such person if the Security Agent shall have exercised reasonable care in the
 selection of such person.

 
	
  

 	
  

 	
  

 
	
 31.32

 	
  

 	
 Non-recognition of trust

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 It is agreed by all the parties to this Agreement that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in relation to any jurisdiction the courts of which would not
 recognise or give effect to the trusts expressed to be constituted by this
 clause 31, the relationship of the Security Agent and the other Finance
 Parties shall be construed as one of principal and agent, but to the extent
 permissible under the laws of such jurisdiction, all the other provisions of
 this Agreement shall have full force and effect between the parties to this
 Agreement; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the provisions of this clause 31 insofar as they relate to the
 Security Agent in its capacity as trustee for the Finance Parties and the
 relationship between themselves and the Security Agent as their trustee may
 be amended by agreement between the other Finance Parties and the Security
 Agent. The Security Agent may amend all documents necessary to effect the
 alteration of the relationship between the Security Agent and the other
 Finance Parties and each such other party irrevocably authorises the Security
 Agent in its name and on its behalf to execute all documents necessary to
 effect such amendments.

 


85









	
  

 	
  

 	
  

 	
  

 
	
 32

 	
  

 	
 Conduct of
 business by the Finance Parties

 
	
  

 	
  

 	
  

 
	
 32.1

 	
  

 	
 Finance Parties tax affairs

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No provision of this Agreement will:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 interfere with the right of any Finance Party to arrange its affairs
 (tax or otherwise) in whatever manner it thinks fit;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 oblige any Finance Party to investigate or claim any credit, relief,
 remission or repayment available to it or the extent, order and manner of any
 claim; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 oblige any Finance Party to disclose any information relating to its
 affairs (tax or otherwise) or any computations in respect of Tax.

 
	
  

 	
  

 	
  

 
	
 32.2

 	
  

 	
 Finance Parties acting together

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding clause 2.2 (Finance Parties’ rights and obligations),
 if the Agent makes a declaration under clause 28.22 (Acceleration) the Agent
 shall, in the names of all the Finance Parties, take such action on behalf of
 the Finance Parties and conduct such negotiations with the Borrower, any
 Obligors or any Subsidiaries of an Obligor and generally administer the
 Facility in accordance with the wishes of the Majority Lenders. All the
 Finance Parties shall be bound by the provisions of this clause and no
 Finance Party shall be entitled to take action independently against any
 Obligor or any of its assets without the prior consent of the Majority
 Lenders.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This clause shall not override clause 31 (Roles of Agent, Security Agent and
 Arranger) as it applies to the Security Agent.

 
	
  

 	
  

 	
  

 
	
 32.3

 	
  

 	
 Majority Lenders

 
	
  

 	
  

 	
  

 
	
 32.3.1

 	
  

 	
 Where any Finance Document provides for any matter to be determined
 by reference to the opinion of, or to be subject to the consent, approval or
 request of, the Majority Lenders or for any action to be taken on the
 instructions of the Majority Lenders (a “majority decision”), such majority
 decision shall (as between the Lenders) only be regarded as having been
 validly given or issued by the Majority Lenders if all the Lenders shall have
 received prior notice of the matter on which such majority decision is
 required and the relevant majority of Lenders shall have given or issued such
 majority decision. However (as between any Obligor and the Finance Parties)
 the relevant Obligor shall be entitled (and bound) to assume that such notice
 shall have duly received by each Lender and that the relevant majority shall
 have been obtained to constitute Majority Lenders when notified to this
 effect by the Agent whether or not this is the case.

 
	
  

 	
  

 	
  

 
	
 32.3.2

 	
  

 	
 If, within ten Business Days of the Agent despatching to each Lender
 a notice requesting instructions (or confirmation of instructions) from the
 Lenders or the agreement of the Lenders to any amendment, modification,
 waiver, variation or excuse of performance for the purposes of, or in
 relation to, any of the Finance Documents, the Agent has not received a reply
 specifically giving or confirming or refusing to give or confirm the relevant
 instructions or, as the case may be, approving or refusing to approve the
 proposed amendment, modification, waiver, variation or excuse of performance,
 then (irrespective of whether such Lender responds at a later date) the Agent
 shall treat any Lender which has not so responded as having indicated a
 desire to be bound by the wishes of 662⁄3% of those Lenders (measured in
 terms of the total Commitments of those Lenders) which have so responded.

 
	
  

 	
  

 	
  

 
	
 32.3.3

 	
  

 	
 For the purposes of clause 32.3.2, any Lender which notifies the
 Agent of a wish or intention to abstain on any particular issue shall be
 treated as if it had not responded.

 


86









	
  

 	
  

 	
  

 	
  

 
	
 32.4

 	
  

 	
 Conflicts

 
	
  

 	
  

 	
  

 
	
 32.4.1

 	
  

 	
 The Borrower acknowledges that any Arranger and its parent
 undertaking, subsidiary undertakings and fellow subsidiary undertakings
 (together an Arranger Group) may be providing debt finance, equity capital or
 other services (including financial advisory services) to other persons with
 which the Borrower may have conflicting interests in respect of the Facility
 or otherwise.

 
	
  

 	
  

 	
  

 
	
 32.4.2

 	
  

 	
 No member of an Arranger Group shall use confidential information
 gained from any Obligor by virtue of the Facility or its relationships with
 any Obligor in connection with their performance of services for other
 persons. This shall not, however, affect any obligations that any member of
 an Arranger Group has as Agent in respect of the Finance Documents. The
 Borrower also acknowledges that no member of an Arranger Group has any
 obligation to use or furnish to any Obligor information obtained from other
 persons for their benefit.

 
	
  

 	
  

 	
  

 
	
 32.4.3

 	
  

 	
 The terms parent undertaking, subsidiary undertaking and fellow
 subsidiary undertaking when used in this clause have the meaning
 given to them in sections 1161 and 1162 of the Companies Act 2006.

 
	
  

 	
  

 	
  

 
	
 32.5

 	
  

 	
 Replacement of a Defaulting Lender

 
	
  

 	
  

 	
  

 
	
 32.5.1

 	
  

 	
 The Borrower may, at any time a Lender has become and continues to be
 a Defaulting Lender, by giving 20 Business Days’ prior written notice to the
 Agent and such Lender:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 replace such Lender by requiring such Lender to (and to the extent permitted
 by law such Lender shall) transfer pursuant to clause 29 (Changes to
 the Lenders) all (and not part only) of its rights and obligations
 under this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 require such Lender to (and to the extent permitted by law such
 Lender shall) transfer pursuant to clause 29 (Changes to the Lenders)
 all (and not part only) of the undrawn Commitment of the Lender,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to a Lender or other bank, financial institution, trust, fund or
 other entity (a “Replacement Lender”) selected by the Borrower,
 and which is acceptable to the Agent (acting reasonably) and (in the case of
 any transfer of any undrawn Commitments), which confirms its willingness to
 assume and does assume all the obligations or all the relevant obligations of
 the transferring Lender (including the assumption of the transferring
 Lender’s participations or unfunded participations (as the case may be) on
 the same basis as the transferring Lender) for a purchase price in cash
 payable at the time of transfer equal to the outstanding principal amount of
 such Lender’s participation in the outstanding Utilisations and all accrued
 interest, Break Costs and other amounts payable in relation thereto under the
 Finance Documents.

 
	
  

 	
  

 	
  

 
	
 32.5.2

 	
  

 	
 Any transfer of rights and obligations of a Defaulting Lender
 pursuant to this clause shall be subject to the following conditions:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Borrower shall have no right to replace the Agent;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 neither the Agent nor the Defaulting Lender shall have any obligation
 to the Borrower to find a Replacement Lender;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the transfer must take place no later than 20 days after the notice
 referred to in clause 32.5.1; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 in no event shall the Defaulting Lender be required to pay or
 surrender to the Replacement Lender any of the fees received by the
 Defaulting Lender pursuant to the Finance Documents.

 


87









	
  

 	
  

 	
  

 	
  

 
	
 33

 	
  

 	
 Sharing among the
 Finance Parties

 
	
  

 	
  

 	
  

 
	
 33.1

 	
  

 	
 Payments to Finance Parties

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If a Finance Party (a Recovering Finance Party) receives or
 recovers any amount from an Obligor other than in accordance with clause 34 (Payment
 mechanics) and applies that amount to a payment due under the
 Finance Documents then:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Recovering Finance Party shall, within three Business Days,
 notify details of the receipt or recovery, to the Agent;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Agent shall determine whether the receipt or recovery is in
 excess of the amount the Recovering Finance Party would have been paid had
 the receipt or recovery been received or made by the Agent and distributed in
 accordance with clause 34 (Payment mechanics), without taking
 account of any Tax which would be imposed on the Agent in relation to the
 receipt, recovery or distribution; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Recovering Finance Party shall, within three Business Days of
 demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal
 to such receipt or recovery less any amount which the Agent determines may be
 retained by the Recovering Finance Party as its share of any payment to be
 made, in accordance with clause 34.5 (Partial payments).

 
	
  

 	
  

 	
  

 
	
 33.2

 	
  

 	
 Redistribution of payments

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall treat the Sharing Payment as if it had been paid by
 the relevant Obligor and distribute it between the Finance Parties (other
 than the Recovering Finance Party) in accordance with clause 34.5 (Partial
 payments).

 
	
  

 	
  

 	
  

 
	
 33.3

 	
  

 	
 Recovering Finance Party’s rights

 
	
  

 	
  

 	
  

 
	
 33.3.1

 	
  

 	
 On a distribution by the Agent under clause 33.2 (Redistribution
 of payments), the Recovering Finance Party will be subrogated to
 the rights of the Finance Parties which have shared in the redistribution.

 
	
  

 	
  

 	
  

 
	
 33.3.2

 	
  

 	
 If and to the extent that the Recovering Finance Party is not able to
 rely on its rights under clause 33.3.1 above, the relevant Obligor shall be
 liable to the Recovering Finance Party for a debt equal to the Sharing
 Payment which is immediately due and payable.

 
	
  

 	
  

 	
  

 
	
 33.4

 	
  

 	
 Reversal of redistribution

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any part of the Sharing Payment received or recovered by a
 Recovering Finance Party becomes repayable and is repaid by that Recovering
 Finance Party, then:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 each Finance Party which has received a share of the relevant Sharing
 Payment pursuant to clause 33.2 (Redistribution of payments) shall, upon
 request of the Agent, pay to the Agent for account of that Recovering Finance
 Party an amount equal to the appropriate part of its share of the Sharing
 Payment (together with an amount as is necessary to reimburse that Recovering
 Finance Party for its proportion of any interest on the Sharing Payment which
 that Recovering Finance Party is required to pay); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 that Recovering Finance Party’s rights of subrogation in respect of
 any reimbursement shall be cancelled and the relevant Obligor will be liable
 to the reimbursing Lender for the amount so reimbursed.

 






88







	
  

 	
  

 	
  

 	
  

 
	
 33.5

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 
	
 33.5.1

 	
  

 	
 This clause 33 shall not apply to the extent that the Recovering
 Finance Party would not, after making any payment pursuant to this clause,
 have a valid and enforceable claim against the relevant Obligor.

 
	
  

 	
  

 	
  

 
	
 33.5.2

 	
  

 	
 A Recovering Finance Party is not obliged to share with any other
 Finance Party any amount which the Recovering Finance Party has received or
 recovered as a result of taking legal or arbitration proceedings in
 accordance with the terms of this Agreement, if:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 it notified that other Finance Party of the legal or arbitration
 proceedings; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 that other Finance Party had an opportunity to participate in those
 legal or arbitration proceedings but did not do so as soon as reasonably
 practicable having received notice and did not take separate legal or
 arbitration proceedings.

 


89






SECTION 9 - ADMINISTRATION


	
  

 	
  

 	
  

 
	
 34

 	
  

 	
 Payment mechanics

 
	
  

 	
  

 	
  

 
	
 34.1

 	
  

 	
 Payments to the Agent

 
	
  

 	
  

 	
  

 
	
 34.1.1

 	
  

 	
 On each date on which an Obligor or a Lender is required to make a
 payment under a Finance Document, that Obligor or Lender shall make the same
 available to the Agent (unless a contrary indication appears in a Finance
 Document) for value on the due date at the time and in such funds specified
 by the Agent as being customary at the time for settlement of transactions in
 the relevant currency in the place of payment.

 
	
  

 	
  

 	
  

 
	
 34.1.2

 	
  

 	
 Payment shall be made to such account in the principal financial
 centre of the country of that currency (or, in relation to euro, in a
 principal financial centre in a Participating Member State or London) with
 such bank as the Agent specifies.

 
	
  

 	
  

 	
  

 
	
 34.2

 	
  

 	
 Distributions by the Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each payment received by the Agent under the Finance Documents for
 another Party shall, subject to clause 34.3 (Distributions to an Obligor)
 and clause 34.4 (Clawback) be made available by the Agent
 as soon as practicable after receipt to the Party entitled to receive payment
 in accordance with this Agreement (in the case of a Lender, for the account
 of its Facility Office), to such account as that Party may notify to the
 Agent by not less than five Business Days’ notice with a bank in the
 principal financial centre of the country of that currency (or, in relation
 to euro, in the principal financial centre of a Participating Member State or
 London).

 
	
  

 	
  

 	
  

 
	
 34.3

 	
  

 	
 Distributions to an Obligor

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent may (with the consent of the Obligor or in accordance with
 clause 35 (Set-off)) apply any amount received by it for that Obligor
 in or towards payment (on the date and in the currency and funds of receipt)
 of any amount due from that Obligor under the Finance Documents or in or
 towards purchase of any amount of any currency to be so applied.

 
	
  

 	
  

 	
  

 
	
 34.4

 	
  

 	
 Clawback

 
	
  

 	
  

 	
  

 
	
 34.4.1

 	
  

 	
 Where a sum is to be paid to the Agent under the Finance Documents
 for another Party, the Agent is not obliged to pay that sum to that other
 Party (or to enter into or perform any related exchange contract) until it
 has been able to establish to its satisfaction that it has actually received
 that sum.

 
	
  

 	
  

 	
  

 
	
 34.4.2

 	
  

 	
 If the Agent pays an amount to another Party and it proves to be the
 case that the Agent had not actually received that amount, then the Party to
 whom that amount (or the proceeds of any related exchange contract) was paid
 by the Agent shall on demand refund the same to the Agent together with
 interest on that amount from the date of payment to the date of receipt by
 the Agent, calculated by the Agent to reflect its cost of funds.

 
	
  

 	
  

 	
  

 
	
 34.5

 	
  

 	
 Partial payments

 
	
  

 	
  

 	
  

 
	
 34.5.1

 	
  

 	
 If the Agent receives a payment for application against amounts due
 under the Finance Documents that is insufficient to discharge all the amounts
 then due and payable by an Obligor under those Finance Documents, the Agent
 shall apply that payment towards the obligations of that Obligor under those
 Finance Documents in the following order:

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, in or towards payment pro rata
 of any unpaid fees, costs and expenses (ignoring any fees payable under
 clause 11 (Fees)) of the Agent, the Security Agent or the Arrangers
 under those Finance Documents;

 


90









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly, in or towards payment to the Lenders
 pro rata of any amount owing to the Lenders under clause 31.10 (Lenders’
 indemnity to the Agent) including any amount resulting from the
 indemnity to the Security Agent under clause 31.20.1 (Application of certain clauses to
 Security Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly, in or towards payment to the
 Lenders pro rata of any accrued interest, fee or commission due but unpaid
 under those Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly, in or towards payment to the
 Lenders pro rata of any principal which is due but unpaid under those Finance
 Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly, in or towards payment pro rata
 of any other sum due but unpaid under the Finance Documents.

 





	
  

 	
  

 	
  

 
	
 34.5.2

 	
  

 	
 The Agent shall, if so directed by all the Lenders, vary the order
 set out in paragraphs (b) to (e) of clause 34.5.1.

 
	
  

 	
  

 	
  

 
	
 34.5.3

 	
  

 	
 Clauses 34.5.1 and 34.5.2 above will override any appropriation made
 by an Obligor.

 
	
  

 	
  

 	
  

 
	
 34.6

 	
  

 	
 No set-off by Obligors

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All payments to be made by an Obligor under the Finance Documents
 shall be calculated and be made without (and free and clear of any deduction
 for) set-off or counterclaim.

 
	
  

 	
  

 	
  

 
	
 34.7

 	
  

 	
 Business Days

 
	
  

 	
  

 	
  

 
	
 34.7.1

 	
  

 	
 Any payment which is due to be made on a day that is not a Business
 Day shall be made on the next Business Day in the same calendar month (if
 there is one) or the preceding Business Day (if there is not).

 
	
  

 	
  

 	
  

 
	
 34.7.2

 	
  

 	
 During any extension of the due date for payment of any principal or
 Unpaid Sum under this Agreement interest is payable on the principal or
 Unpaid Sum at the rate payable on the original due date.

 
	
  

 	
  

 	
  

 
	
 34.8

 	
  

 	
 Currency of account

 
	
  

 	
  

 	
  

 
	
 34.8.1

 	
  

 	
 Subject to clauses 34.8.2 to 34.8.3, dollars is the currency of
 account and payment for any sum due from an Obligor under any Finance
 Document.

 
	
  

 	
  

 	
  

 
	
 34.8.2

 	
  

 	
 A repayment of all or part of the Loan or an Unpaid Sum and each
 payment of interest shall be made in dollars on its due date.

 
	
  

 	
  

 	
  

 
	
 34.8.3

 	
  

 	
 Each payment in respect of the amount of any costs, expenses or Taxes
 or other losses shall be made in dollars and, if they were incurred in a currency
 other than dollars, the amount payable under the Finance Documents shall be
 the equivalent in dollars of the relevant amount in such other currency on
 the date on which it was incurred.

 
	
  

 	
  

 	
  

 
	
 34.8.4

 	
  

 	
 All moneys received or held by the Security Agent or by a Receiver
 under a Security Document in a currency other than dollars may be sold for
 dollars and the Obligor which executed that Security Document shall indemnify
 the Security Agent against the full cost in relation to the sale. Neither the
 Security Agent nor such Receiver will have any liability to that Obligor in
 respect of any loss resulting from any fluctuation in exchange rates after
 the sale.

 
	
  

 	
  

 	
  

 
	
 34.9

 	
  

 	
 Disruption to Payment Systems etc.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If either the Agent determines (in its discretion) that a Disruption
 Event has occurred or the Agent is notified by the Borrower that a Disruption
 Event has occurred:

 


91









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Agent may, and shall if requested to do so by the Borrower,
 consult with the Borrower with a view to agreeing with the Borrower such
 changes to the operation or administration of the Facility as the Agent may
 deem necessary in the circumstances;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent shall not be obliged to consult with the Borrower in
 relation to any changes mentioned in paragraph (a) above if, in its opinion,
 it is not practicable to do so in the circumstances and, in any event, shall
 have no obligation to agree to such changes;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Agent may consult with the Finance Parties in relation to any
 changes mentioned in paragraph (a) above but shall not be obliged to do so
 if, in its opinion, it is not practicable to do so in the circumstances;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any such changes agreed upon by the Agent and the Borrower shall
 (whether or not it is finally determined that a Disruption Event has
 occurred) be binding upon the Parties as an amendment to (or, as the case may
 be, waiver of) the terms of the Finance Documents notwithstanding the
 provisions of clause 42 (Amendments and grant of waivers);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the Agent shall not be liable for any damages, costs or losses
 whatsoever (including, without limitation for negligence, gross negligence or
 any other category of liability whatsoever but not including any claim based
 on the fraud of the Agent) arising as a result of its taking, or failing to
 take, any actions pursuant to or in connection with this clause 34.9; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 the Agent shall notify the Finance Parties of all changes agreed
 pursuant to paragraph (d) above.

 






	
  

 	
  

 	
  

 
	
 35

 	
  

 	
 Set-off

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Finance Party may set off any matured obligation due from an
 Obligor under the Finance Document (to the extent beneficially owned by that
 Finance Party) against any matured obligation owed by that Finance Party to
 that Obligor, regardless of the place of payment, booking branch or currency
 of either obligation. If the obligations are in different currencies, the
 Finance Party may convert either obligation at a market rate of exchange in
 its usual course of business for the purpose of the set-off.

 
	
  

 	
  

 	
  

 
	
 36

 	
  

 	
 Notices

 
	
  

 	
  

 	
  

 
	
 36.1

 	
  

 	
 Communications in writing

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any communication to be made under or in connection with the Finance
 Documents shall be made in writing and, unless otherwise stated, may be made
 by fax or letter.

 
	
  

 	
  

 	
  

 
	
 36.2

 	
  

 	
 Addresses

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The address, and fax number (and the department or officer, if any,
 for whose attention the communication is to be made) of each Obligor or
 Finance Party for any communication or document to be made or delivered under
 or in connection with the Finance Documents is:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the case of any Obligor which is a Party, that identified with its
 name in Schedule 1 (The original parties);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in the case of any Obligor which is not a Party, that identified in
 any Finance Document to which it is a party;

 


92









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in the case of any Original Lender, the Security Agent, the Agent and
 any other original Finance Party that identified with its name in Schedule 1
 (The
 original parties); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in the case of each other Lender or Finance Party, that notified in
 writing to the Agent on or prior to the date on which it becomes a Party in
 the relevant capacity,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or, in each case, any substitute address, fax number, or department
 or officer as an Obligor or Finance Party may notify to the Agent (or the
 Agent may notify to the other Parties, if a change is made by the Agent) by
 not less than five Business Days’ notice.

 






	
  

 	
  

 	
  

 
	
 36.3

 	
  

 	
 Delivery

 
	
  

 	
  

 	
  

 
	
 36.3.1

 	
  

 	
 Any communication or document made or delivered by one person to
 another under or in connection with the Finance Documents will only be
 effective:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if by way of fax,
 when received in legible form; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if by way of
 letter, when it has been left at the relevant address or five Business Days
 after being deposited in the post postage prepaid in an envelope addressed to
 it at that address,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, if a
 particular department or officer is specified as part of its address details
 provided under clause 36.2 (Addresses), if addressed to that
 department or officer.

 






	
  

 	
  

 	
  

 
	
 36.3.2

 	
  

 	
 Any communication or document to be made or delivered to the Agent or
 the Security Agent will be effective only when actually received by the Agent
 or the Security Agent and then only if it is expressly marked for the
 attention of the department or officer identified in Schedule 1 (The
 original parties) (or any substitute department or officer as the
 Agent or the Security Agent shall specify for this purpose).

 
	
  

 	
  

 	
  

 
	
 36.3.3

 	
  

 	
 All notices from or to an Obligor shall be sent through the Agent.

 
	
  

 	
  

 	
  

 
	
 36.3.4

 	
  

 	
 Any communication or document made or delivered to the Borrower in
 accordance with this clause will be deemed to have been made or delivered to
 each of the Obligors.

 
	
  

 	
  

 	
  

 
	
 36.4

 	
  

 	
 Notification of address and fax number

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Promptly upon receipt of notification of an address and fax number or
 change of address or fax number pursuant to clause 36.2 (Addresses) or changing its
 own address or fax number, the Agent shall notify the other Parties.

 
	
  

 	
  

 	
  

 
	
 36.5

 	
  

 	
 Electronic communication (Finance Parties)

 
	
  

 	
  

 	
  

 
	
 36.5.1

 	
  

 	
 Any communication to be made between the Agent and a Lender or the
 Security Agent 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 or the Security Agent:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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 address or any other such
 information supplied by them.

 


93









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Finance Parties hereby confirm that unless and until notified to
 the contrary, communication by electronic mail or other electronic means is
 an accepted form of communication.

 
	
  

 	
  

 	
  

 
	
 36.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.6

 	
  

 	
 Electronic Communications (Obligors)

 
	
  

 	
  

 	
  

 
	
 36.6.1

 	
  

 	
 Any general communication made between any Finance Party and any
 Obligor, may be made by electronic mail or other electronic means
 (irrespective of any associated risks) if the parties:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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 address or any other such
 information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the Finance Parties and each Obligor hereby confirm that
 unless and until notified to the contrary, communication by electronic mail
 is an acceptable form of general communication.

 






	
  

 	
  

 	
  

 
	
 36.6.2

 	
  

 	
 Each of the Finance Parties and each Obligor agrees and confirms that
 any communications which involves the giving or receiving of notice (of any
 nature) under this Agreement or relates to the making of requests or demands
 under this Agreement may only be made in accordance with clause 36.3 (Delivery).

 
	
  

 	
  

 	
  

 
	
 36.6.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.7

 	
  

 	
 English language

 
	
  

 	
  

 	
  

 
	
 36.7.1

 	
  

 	
 Any notice given under or in connection with any Finance Document
 shall be in English.

 
	
  

 	
  

 	
  

 
	
 36.7.2

 	
  

 	
 All other documents provided under or in connection with any Finance
 Document shall be:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in English; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if not in English, and if so required by the Agent, accompanied by a
 certified English translation and, in this case, the English translation will
 prevail unless the document is a constitutional, statutory or other official
 document.

 






	
  

 	
  

 	
  

 
	
 37

 	
  

 	
 Calculations and
 certificates

 
	
  

 	
  

 	
  

 
	
 37.1

 	
  

 	
 Accounts

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In any litigation or arbitration proceedings arising out of or in
 connection with a Finance Document, the entries made in the accounts
 maintained by a Finance Party are prima facie evidence of the matters to
 which they relate.

 


94









	
  

 	
  

 	
  

 
	
 37.2

 	
  

 	
 Certificates and determinations

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any certification or determination by the Agent of a rate or amount
 under any Finance Document is in the absence of manifest error, conclusive
 evidence of the matters to which it relates.

 
	
  

 	
  

 	
  

 
	
 37.3

 	
  

 	
 Day count convention

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any interest, commission or fee accruing under a Finance Document
 will accrue from day to day and is calculated on the basis of the actual
 number of days elapsed and a year of 360 days or, in any case where the
 practice in the Interbank Market differs, in accordance with that market
 practice.

 
	
  

 	
  

 	
  

 
	
 38

 	
  

 	
 Partial
 invalidity

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, at any time, any provision of the Finance Documents is or becomes
 illegal, invalid or unenforceable in any respect under any law of any
 jurisdiction, neither the legality, validity or enforceability of the
 remaining provisions nor the legality, validity or enforceability of such
 provision under the law of any other jurisdiction will in any way be affected
 or impaired.

 
	
  

 	
  

 	
  

 
	
 39

 	
  

 	
 Remedies and
 waivers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No failure to exercise, nor any delay in exercising, on the part of
 any Finance Party, any right or remedy under the Finance Documents shall
 operate as a waiver, nor shall any single or partial exercise of any right or
 remedy prevent any further or other exercise or the exercise of any other
 right or remedy. The rights and remedies provided in the Finance Documents
 are cumulative and not exclusive of any rights or remedies provided by law.

 
	
  

 	
  

 	
  

 
	
 40

 	
  

 	
 Amendments and
 grant of waivers

 
	
  

 	
  

 	
  

 
	
 40.1

 	
  

 	
 Required consents

 
	
  

 	
  

 	
  

 
	
 40.1.1

 	
  

 	
 Any term of the Finance Documents may be amended or waived, or a
 consent given by the Agent in respect of such term or the Agent may provide
 its opinion with respect to such term, with the consent of the Agent acting
 on the instructions of all of the Lenders unless such Finance Documents
 provides that such amendment or waiver may be made with the consent of the
 Majority Lenders and, if it affects the rights and obligations of the
 Security Agent or the Agent, the consent of the Agent or the Security Agent)
 and any such amendment or waiver agreed or given by the Agent will be binding
 on the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 40.1.2

 	
  

 	
 The Agent may (or, in the case of the Security Documents, instruct
 the Security Agent to) effect, on behalf of any Finance Party, any amendment
 or waiver permitted by this clause.

 
	
  

 	
  

 	
  

 
	
 40.1.3

 	
  

 	
 An amendment or waiver which relates to the rights or obligations of
 the Agent, the Security Agent or the Arrangers in their respective capacities
 as such (and not just as a Lender) may not be effected without the consent of
 the Agent, Security Agent or the Arrangers (as the case may be).

 
	
  

 	
  

 	
  

 
	
 40.1.4

 	
  

 	
 Notwithstanding clauses 40.1.1 to 40.1.3 (inclusive), the Agent may
 make technical amendments to the Finance Documents arising out of manifest
 errors on the face of the Finance Documents, where such amendments would not
 prejudice or otherwise be adverse to the interests of any Finance Party
 without any reference or consent of the Finance Parties.

 


95









	
  

 	
  

 	
  

 
	
 40.2

 	
  

 	
 Releases

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with the approval of the Lenders or as is expressly permitted
 or required by the Finance Documents, the Agent shall not have authority to
 authorise the Security Agent to release:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any Charged Property from the security constituted by any Security
 Document; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any Obligor from any of its guarantee or other obligations under any
 Finance Document.

 






	
  

 	
  

 	
  

 
	
 41

 	
  

 	
 Counterparts

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Finance Document may be executed in any number of counterparts,
 and this has the same effect as if the signatures on the counterparts were on
 a single copy of the Finance Document.

 


96





SECTION
10 - GOVERNING LAW AND ENFORCEMENT


	
  

 	
  

 	
  

 
	
 42

 	
  

 	
 Governing law

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement and any non-contractual obligations connected with it
 are governed by English law.

 
	
  

 	
  

 	
  

 
	
 43

 	
  

 	
 Enforcement

 
	
  

 	
  

 	
  

 
	
 43.1

 	
  

 	
 Jurisdiction of English courts

 
	
  

 	
  

 	
  

 
	
 43.1.1

 	
  

 	
 The courts of England have exclusive jurisdiction to settle any
 dispute arising out of or in connection with this Agreement or any
 non-contractual obligations connected with it (including a dispute regarding
 the existence, validity or termination of this Agreement) (a Dispute).

 
	
  

 	
  

 	
  

 
	
 43.1.2

 	
  

 	
 The Parties agree that the courts of England are the most appropriate
 and convenient courts to settle Disputes and accordingly no Party will argue
 to the contrary.

 
	
  

 	
  

 	
  

 
	
 43.1.3

 	
  

 	
 This clause 43.1 is for the benefit of the Finance Parties only. As a
 result, no Finance Party shall be prevented from taking proceedings relating
 to a Dispute in any other courts with jurisdiction. To the extent allowed by
 law, the Finance Parties may take concurrent proceedings in any number of
 jurisdictions.

 
	
  

 	
  

 	
  

 
	
 43.2

 	
  

 	
 Service of process

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without prejudice to any other mode of service allowed under any
 relevant law, each Obligor which is a Party:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 irrevocably appoints the person named in Schedule 1 (The
 original parties) as that Obligor’s English process agent as its
 agent for service of process in relation to any proceedings before the
 English courts in connection with any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 agrees that failure by a process agent to notify the relevant Obligor
 of the process will not invalidate the proceedings concerned; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 if any person appointed as process agent for an Obligor is unable for
 any reason to act as agent for service of process, that Obligor must
 immediately (and in any event within ten days of such event taking place)
 appoint another agent on terms acceptable to the Agent. Failing this, the
 Agent may appoint another agent for this purpose.

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


97






Schedule 1

The original parties

Borrower


	
  

 	
  

 
	
 Name:

 	
 GAS-two Ltd.

 
	
 Jurisdiction
 of incorporation

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
 41495

 
	
 English
 process agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for
 service of
notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco



 




GasLog


	
  

 	
  

 
	
 Name of
 GasLog

 	
 GasLog Ltd.

 
	
 Jurisdiction
 of incorporation

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
 33928

 
	
 English
 process agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for
 service of
notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco



 





GasLog Carriers


	
  

 	
  

 
	
 Name of
 GasLog Carriers

 	
 GasLog Carriers Ltd.

 
	
 Jurisdiction
 of incorporation

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
 41493

 
	
 English process
 agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for
 service of
notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco



 


98






The Original Lenders


	
  

 	
  

 	
  

 	
  

 
	
 Name

 

 	
 DnB NOR Bank ASA



 	
 National Bank of Greece S.A.



 	
 UBS AG



 
	
 Facility Office, address, fax number and
 attention details for notices and account details for payments

 	
 20 St. Dunstan’s
 Hill
London EC3R 8SY

 

 

 For credit matters: Mr
Omar Sekkat / Mr
David Grant

 Fax: +44(0)207 626 5956

 

 For loan administration matters:

 

 Mr Mike Rufian / Mr
Simon Beedleston
Fax: +44(0) 207 283 4430

 A/C No.: 05084006

 	
 2 Bouboulinas 

 Street & Akti 

 Miaouli

 Piraeus 185 35
Greece

 

 For credit matters: Ms Kalamvouni/Ms
Antoniou

 Fax:+30 210  414 4120

 

 For loan administration matters:

 

 Mr. Kalyvas

 Fax: +30 210 414 4092



 	
 Bahnhofstrasse, 45
8001 Zurich

 

 For credit matters:

 Mr Gerhard Supper,

 Corporate Clients
Advisor

 Fax: +41 (0)44 237 4141

 

 For loan administration matters:

 

 Fax: +41 44 237 4141
A/C No.: 0230-284035

 
	
 Commitment
 ($)

 	
 49,166,666.66

 	
 49,166,666.66

 	
 49,166,666.66

 
	
 TOTAL

 	
 147,500,000

 	
  

 	
  

 


99






The Agent


	
  

 	
  

 
	
 Name

 	
 DnB NOR Bank ASA

 
	
 Facility
 Office, address, fax number and attention details for notices and account
 details for payments

 	
 20 St. Dunstan’s Hill

 London EC3R 8HY

 For credit matters:

 Fax: +44(0)207 626 5956

 For loan administration matters:

 Fax: +44(0) 207 283 4430

 A/C No.: 05084006

 




The Security Agent


	
  

 	
  

 
	
 Name

 	
 DnB NOR Bank ASA

 
	
 Facility Office,
 address, fax number and attention details for notices and account details for
 payments

 	
 20 St. Dunstan’s Hill

 London EC3R 8HY

 For credit matters:

 Fax: +44(0)207 626 5956

 For loan administration matters:

 Fax: +44(0) 207 283 4430

 A/C No.: 05084006

 


100






Schedule 2

Ship information


	
  

 	
  

 
	
 Builder:

 	
 Samsung Heavy Industries Co., Ltd.

 
	
 Builder’s
 registered office:

 	
 11th Floor, KIPS Center, 647-9
 Yeoksam-Dong, Kangnam-Gu,

 Seoul, Korea.

 
	
 Hull Number:

 	
 1642

 
	
 Scheduled
 delivery date:



 	
 31 July 2010



 
	
 Date and
 description of Building Contract:

 	
 Shipbuilding Contract dated 29 April 2005
 as amended by

 amendment no. 1 dated 28 June 2007 and novated to the

 Borrower under a novation agreement dated 28 March 2008 and

 as may further be amended, supplemented or varied in

 accordance with the terms hereof

 
	
 Price:



 	
 $212,869,430



 
	
 Contract
 Price:

 	
 $191,096,200

 
	
 Date and
 number of Refund Guarantee:

 	
 7 April 2008, MO902-505-LG-0032/1

 
	
 Name and
 address of Refund Guarantor:

 	
 The Export-Import Bank of Korea

 
	
 Pre-Delivery
 Commitment:

 	
 $80,000,000

 
	
 Delivery
 Commitment:

 	
 $67,500,000

 
	
 Flag State

 	
 Bermuda

 
	
 Charter
 description:

 	
 Time Charter dated 19 August 2008

 
	
 Charterer:

 	
 Methane Services Limited, a wholly-owned
 subsidiary of BG

 Energy Holdings Limited



 
	
 Classification:

 	
 *A1, E, Liquefied 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.

 
	
 Classification
 Society:

 	
 American Bureau of Shipping



 


101






Schedule 3

Conditions precedent


Part 1

Conditions precedent to any Utilisation


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1

 	
  

 	
 Original Obligors’ corporate documents 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 A copy
 of the Constitutional Documents of each Original Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A copy
 of a resolution of the board of directors of each Original Obligor (or any
 committee of such board empowered to approve and authorise the following
 matters):

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 approving
the terms of, and the transactions contemplated by, the Finance Documents the
Building Contract or the Charter (Relevant Documents) to which it is a party
and resolving that it execute the Relevant Documents; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 authorising
 a specified person or persons to execute the Relevant Documents on its
 behalf; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 authorising
 a specified person or persons, on its behalf, to sign and/or despatch all
 documents and notices (including, if relevant, any Utilisation Request) to be
 signed and/or despatched by it under or in connection with the Relevant
 Documents to which it is a party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 If
 applicable, a copy of a resolution of the board of directors of the relevant
 company, establishing any committee referred to in paragraph (b) above and
 conferring authority on that committee.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 A
 specimen of the signature of each person authorised by the resolution
 referred to in paragraph (b) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 (if a
 requirement under the Constitutional Documents of each Original Obligor or
 Bermudian law) A copy of a resolution signed by all the holders of the issued
 shares in each Original Obligor, approving the terms of, and the transactions
 contemplated by, the Relevant Documents to which such Obligor is a party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 (if a
 requirement under the Constitutional Documents of each Original Obligor or
 Bermudian law) A copy of a resolution of the board of directors of each
 corporate shareholder of each Original Obligor approving the terms of the
 resolution referred to in paragraph (e) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 A
 certificate of the Counter Guarantor (signed by a director) confirming that
 borrowing or guaranteeing or securing, as appropriate, the Total Commitments
 would not cause any borrowing, guaranteeing or similar limit binding on any
 other Original Obligor to be exceeded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 A copy
 of any power of attorney under which any person is to execute any of the
 Relevant Documents on behalf of any Original Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 A
 certificate of an authorised signatory of the relevant Original Obligor
 certifying that each copy document relating to it specified in this Part of
 this Schedule is correct, complete and in full force and effect as at a date
 no earlier than the date of this Agreement and that any such resolutions or
 power of attorney have not been revoked.

 


102









	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 Legal opinions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 A legal
 opinion of Norton Rose LLP, London addressed to the Arrangers, the Security
 Agent and the Agent on matters of English law, substantially in the form
 approved by the Agent prior to signing this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A legal
 opinion of the legal advisers to the Arrangers, the Security Agent and the
 Agent in England and also each jurisdiction in which an Obligor is
 incorporated and/or which is or is to be the Flag State of the Ship, or in
 which an Account opened at Utilisation is established or which governs any
 assets which are to be the subject of a Security Interest substantially in
 the form approved by the Agent prior to signing this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 Other documents and evidence 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Evidence
 that any process agent referred to in clause 43.2 (Service of process) or any equivalent provision of any
 other Finance Document entered into on or before the first Utilisation Date,
 if not an Original Obligor, has accepted its appointment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A copy
 of any other authorisation or other document, opinion or assurance which the
 Agent considers to be necessary or desirable (if it has notified the Borrower
 accordingly) in connection with the entry into and performance of the
 transactions contemplated by any Finance Document which is executed on and
 dated the date of the Agreement or for the validity and enforceability of any
 Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 The
 Original Financial Statements.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Evidence
 that the fees, commissions, costs and expenses then due from the Borrower
 pursuant to clause 11 (Fees)
 and clause 16 (Costs and expenses)
 have been paid or will be paid by the first Utilisation Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 A copy,
 certified by an approved person to be a true and complete copy, of the Time
 Charter and of the supervision and management agreement entered into between
 the Borrower and the Manager (or another approved manager) in an approved
 form.

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
  

 	
 Bank Accounts 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Evidence
 that any Account required to be established under clause 26 (Bank accounts) has been opened and
 established, that any Account Security in respect of each such Account has
 been executed and delivered by the Borrower in favour of the Security Agent
 and that any notice required to be given to an Account Bank under that
 Account Security has been given to it and acknowledged by it in the manner
 required by that Account Security and that an amount has been credited to it.

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 Construction matters 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The
 original Refund Guarantee and a copy, certified by an approved person to be a
 true and complete copy, of the Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A
 Pre-Delivery Security Assignment duly executed by the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Duly
 executed notices of assignment as required by the Pre-Delivery Security
 Assignment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Evidence
 that the acknowledgements of the notices of assignment required under the
 Pre-Delivery Security Assignment have been pre-cleared with and agreed by the
 Refund Guarantor and the Builder.

 


103









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 (If
 required by the Lenders) a legal opinion of legal advisers to the Arrangers,
 the Security Agent and the Agent in Korea substantially in the form agreed
 with the Agent prior to signing the Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 Evidence
 that the sum of $18,122,710 in respect of the Borrower’s equity in the Ship
 has been paid in an approved manner.

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
  

 	
  “Know your customer” information 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Such
 documentation and information as any Finance Party may reasonably request
 through the Agent to comply with “know your customer” or similar
 identification procedures under all laws and regulations applicable to that
 Finance Party.

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Guarantees and other Finance Documents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Counter Guarantee and the Guarantee duly executed and a copy, certified by an
 approved person to be a true and complete copy of the Counter Guarantor
 Representations Letter.

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Share security 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Share Security in respect of the Borrower duly executed by its Holding
 Company together with all letters, transfers, certificates and other
 documents required to be delivered under the Share Security.

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Charter security 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Charter Assignment duly executed by the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Subordination 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Evidence
 that any amounts of the Price funded by an Affiliate to the Borrower have
 been subordinated to the amounts owing under the Finance Documents in an
 approved manner.

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Value of Security 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (In the
 case of the Utilisation in respect of the Pre-Delivery Commitment) valuations
 obtained (not more than 30 days before the first Utilisation Date) in
 accordance with clause 24 (Minimum
 security value) showing that the Security Value (relative to the
 Building Contract) will not be less than 120% of the Loan upon the
 Utilisation Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Deed of Release 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Deed (or
 deeds) of release in relation to the Existing Loan Agreement and any security
 granted in connection with this, duly executed, together with any notices
 required under any deed of release.

 


104





Part 2

Conditions precedent on Delivery


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1

 	
  

 	
 Corporate documents 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 A
 certificate of an authorised signatory of the Borrower certifying that each
 copy document relating to it specified in Part 1 of this Schedule remains
 correct, complete and in full force and effect as at a date no earlier than a
 date approved for this purpose and that any resolutions or power of attorney
 referred to in Part I of this Schedule in relation to it have not been
 revoked or amended.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A
 certificate of an authorised signatory of each other Obligor which is party
 to any of the Original Security Documents required to be executed at or
 before Delivery of the Ship certifying that each copy document relating to it
 specified in Part 1 of this Schedule remains correct, complete and in full
 force and effect as at a date no earlier than a date approved for this
 purpose and that any resolutions or power of attorney referred to in Part I
 of this Schedule in relation to it have not been revoked or amended.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 Security 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The
 Mortgage and the Deed of Covenant duly executed by the Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 Any
 Manager’s Undertaking required at Delivery pursuant to the Finance Documents
 duly executed by the relevant manager.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Duly
 executed notices of assignment and acknowledgements of those notices as
 required by any of the above Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 Delivery and registration of Ship 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Evidence
 that the Ship:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 is
 legally and beneficially owned by the Borrower and registered provisionally
 in the name of the Borrower through the relevant Registry as a ship under the
 laws and flag of the relevant Flag State;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 is
 operationally seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 is
 classed with the relevant Classification free of all requirements and
 recommendations of the relevant Classification Society;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 is
 insured in the manner required by the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

 	
 has been
 delivered, and accepted for service, under the Charter; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vi)

 	
 is free
 of any other charter commitment which would require approval under the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vii)

 	
 any
 prior registration (other than through the relevant Registry in the relevant
 Flag State) of the Ship has been or will (within such period as may be
 approved) cancelled.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4

 	
  

 	
 Insurance 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 relation to the Ship’s Insurances:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 an
 opinion from insurance consultants appointed by the Agent on such Insurances;

 


105









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 evidence
 that such Insurances have been placed in accordance with clause 23 (Insurance); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 evidence
 that approved brokers, insurers and/or associations have issued or will issue
 letters of undertaking in favour of the Security Agent in an approved form in
 relation to the Insurances.

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 ISM and ISPS Code

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Copies
 of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 document of compliance issued in accordance with the ISM Code to the person
 who is the operator of the Ship for the purposes of that code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the
 safety management certificate in respect of the Ship issued in accordance
 with the ISM Code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the
 international ship security certificate in respect of the Ship issued under
 the ISPS Code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 If so
 requested by the Agent, any other certificates issued under any applicable
 code required to be observed by the Ship or in relation to its operation
 under any applicable law.

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 Value of security 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Valuations
 obtained (not more than 30 days before the relevant Utilisation Date) in
 accordance with clause 24 (Minimum
 security value) showing that the Security Value (relative to the
 Ship) will be not less than 120% of the Available Facility upon execution of
 the Security Documents specified in paragraph 2 (Security) of this Part of this Schedule.

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Construction matters 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Evidence
 that any authorisations required from any government entity for the export of
 the Ship by the Builder have been obtained or that no such authorisations are
 required.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 Evidence
 that the Contract Price of the Ship (as adjusted in accordance with its
 Building Contract) will have been paid upon the relevant Utilisation being
 made (with the Borrower having provided its equity to the Agent prior to the
 Utilisation Date) and that the Builder will not have any lien or other right
 to detain the ship on its Delivery.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 The
 original or a copy, certified by an approved person to be a true and complete
 copy, of the builder’s certificate and any bill of sale conveying title to
 the Ship to the Borrower and the protocol of delivery and acceptance,
 commercial invoice and any other delivery documentation required under the
 Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Evidence
 that any amounts of the Price funded by an Affiliate to the Borrower have
 been subordinated to the amounts owing under the Finance Documents in an
 approved manner.

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Fees and expenses 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Evidence
 that the fees, commissions, costs and expenses that are due from the Borrower
 pursuant to clause 11 (Fees)
 and clause 16 (Costs and expenses)
 have been paid or will be paid by the relevant Utilisation Date.

 


106









	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Survey report 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (if
 required by the Agent) a survey report from approved surveyors obtained not
 more than 10 days before the relevant Utilisation Date evidencing that the
 Ship is seaworthy and capable of safe operation.

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Environmental matters 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Promptly
 as of Delivery) Copies of the Ship’s certificate of financial responsibility
 and vessel response plan required under United States law and evidence of
 their approval by the appropriate United States government entity and (if
 requested by the Agent) an environmental report in respect of the Ship from
 an approved person.

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Consents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Evidence
 that any consents required in connection with the delivery of the Ship, the
 registration of title to the Ship, the registration of the Mortgage over the
 Ship and the assignment of the Charter have been obtained.

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Legal opinions 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 A legal
 opinion of Norton Rose LLP, London addressed to the Arrangers, the Security
 Agent and the Agent on matters of English law, substantially in the form
 approved by the Agent prior to Delivery.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A legal opinion of the legal advisers to the Arrangers, the Security
 Agent and the Agent in Korea and also each jurisdiction in which an Obligor
 is incorporated and/or which is or is to be the Flag State of the Ship, or
 which governs any assets which are to be the subject of a Security Interest
 substantially in the form approved by the Agent prior to Delivery.

 


107






Schedule 4

Utilisation Request


	
  

 	
  

 
	
 From:

 	
 Gas-two Ltd.

 
	
 To:

 	
 DnB NOR Bank ASA

 
	
 Dated:

 	
 [l]

 



Dear Sirs


$147,500,000

Facility Agreement dated [l] 2009 (the “Agreement”)


	
  

 	
  

 
	
 1

 	
 We refer to the
 Agreement. This is a Utilisation Request. Terms defined in the Agreement have
 the same meaning in this Utilisation Request unless given a different meaning
 in this Utilisation Request.

 
	
  

 	
  

 
	
 2

 	
 We wish to borrow
 an Advance on the following terms:

 






	
  

 	
  

 	
  

 
	
  

 	
 Proposed
 Utilisation Date:

 	
 [l] (or, if that is not a Business Day, the next Business
 Day)

 
	
  

 	
 Amount:

 	
 $[80,000,000]
 [67,500,000]

 
	
  

 	
  

 	
 [Note: the
 maximum amount to be advanced is 65% of the Security Value]

 






	
  

 	
  

 
	
 3

 	
 We confirm that
 each condition specified in clause 4.4 (Further conditions precedent) is
 satisfied on the date of this Utilisation Request.

 
	
  

 	
  

 
	
 4

 	
 The purpose of
 this Advance is [specify purpose complying with clause 3 of the
 Agreement] and its proceeds should be credited to [l] [specify account].

 
	
  

 	
  

 
	
 5

 	
 We request that
 the first Interest Period for the Loan be [l] months.

 
	
  

 	
  

 
	
 6

 	
 This Utilisation
 Request is irrevocable.

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 authorised signatory for

 GAS-two Ltd.

 	
  

 


108





Schedule 5

Selection Notice


	
  

 	
  

 
	
 From:

 	
 GAS-two Ltd.

 
	
 To:

 	
 DnB NOR Bank ASA

 
	
 Dated:

 	
 [l]

 



Dear Sirs


$147,500,000


Facility Agreement dated [l] 2009 (the
“Agreement”)


	
  

 	
  

 
	
 1

 	
 We refer to the
 Agreement. This is a Selection Notice. Terms defined in the Agreement have
 the same meaning in this Selection Notice unless given a different meaning in
 this Selection Notice.

 
	
  

 	
  

 
	
 2

 	
 We request that
 the next Interest Period for the Loan be [l] months.

 
	
  

 	
  

 
	
 3

 	
 This Selection
 Notice is irrevocable.

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 authorised signatory for

 	
  

 
	
  

 	
 GAS-two Ltd.

 	
  

 


109






Schedule 6

Mandatory Cost Formula


	
  

 	
  

 
	
 1

 	
 The Mandatory Cost is an addition to the interest rate to compensate
 Lenders for the cost of compliance with (a) the requirements of the Bank of
 England and/or the Financial Services Authority (or, in either case, any
 other authority which replaces all or any of its functions) or (b) the
 requirements of the European Central Bank.

 
	
  

 	
  

 
	
 2

 	
 On the first day of each Interest Period (or as soon as possible
 thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional
 Cost Rate”) for each Lender, in accordance with the paragraphs set
 out below. The Mandatory Cost will be calculated by the Agent as a weighted
 average of the Lenders’ Additional Cost Rates (weighted in proportion to the
 percentage participation of each Lender in the relevant Loan) and will be
 expressed as a percentage rate per annum.

 
	
  

 	
  

 
	
 3

 	
 The Additional Cost Rate for any Lender lending from a Facility
 Office in a Participating Member State will be the percentage notified by
 that Lender to the Agent. This percentage will be certified by that Lender in
 its notice to the Agent to be its reasonable determination of the cost
 (expressed as a percentage of that Lender’s participation in all Loans made
 from that Facility Office) of complying with the minimum reserve requirements
 of the European Central Bank in respect of loans made from that Facility
 Office.

 
	
  

 	
  

 
	
 4

 	
 The Additional Cost Rate for any Lender lending from a Facility
 Office in the United Kingdom will be calculated by the Agent as follows:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to a
 sterling Loan:

 
	
  

 	
  

 	
 AB + C(B – D) + E × 0.01

 	
  per cent. per
 annum

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
            100
 – (A
 + C)

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to a
 Loan in any currency other than sterling:

 
	
  

 	
  

 	
 E × 0.01

 	
  per cent. per
 annum

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
    300

 






	
  

 	
  

 	
  

 
	
  

 	
 Where:

 
	
  

 	
  

 	
  

 
	
 A.

 	
 is the percentage of Eligible Liabilities (assuming these to be in
 excess of any stated minimum) which that Lender is from time to time required
 to maintain as an interest free cash ratio deposit with the Bank of England
 to comply with cash ratio requirements.

 
	
  

 	
  

 	
  

 
	
 B.

 	
 is the percentage rate of interest (excluding the Margin and the
 Mandatory Cost) and, if the Loan is an Unpaid Sum, the additional rate of
 interest specified in clause 8.3.1 (Default interest) payable for the
 relevant Interest Period on the Loan.

 
	
  

 	
  

 	
  

 
	
 C.

 	
 is the percentage (if any) of Eligible Liabilities which that Lender
 is required from time to time to maintain as interest bearing Special
 Deposits with the Bank of England.

 
	
  

 	
  

 	
  

 
	
 D.

 	
 is the percentage rate per annum payable by the Bank of England to
 the Agent on interest bearing Special Deposits.

 
	
  

 	
  

 	
  

 
	
 E.

 	
 is designed to compensate Lenders for amounts payable under the Fees
 Rules and is calculated by the Agent as being the average of the most recent
 rates of charge supplied by the Reference Banks to the Agent pursuant to
 paragraph 7 below and expressed in pounds per £1,000,000.

 
	
  

 	
  

 
	
 5

 	
 For the purposes of this Schedule:

 


110









	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Eligible Liabilities” and “Special Deposits” have the
 meanings given to them from time to time under or pursuant to the Bank of
 England Act 1998 or (as may be appropriate) by the Bank of England;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Fees Rules” means the rules on periodic fees contained in
 the FSA Supervision Manual or such other law or regulation as may be in force
 from time to time in respect of the payment of fees for the acceptance of
 deposits;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Fee Tariffs” means the fee tariffs specified in the Fees
 Rules under activity group A.1 Deposit acceptors (ignoring any minimum fee or
 zero rated fee required pursuant to the Fees Rules but taking into account
 any applicable discount rate); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Tariff Base” has the meaning given to it in, and will be
 calculated in accordance with, the Fees Rules.

 






	
  

 	
  

 	
  

 
	
 6

 	
 In application of the above formulae, A, B, C and D will be included
 in the formulae as percentages (i.e., five per cent. will be included in the
 formula as five and not as 0.05). A negative result obtained by subtracting D
 from B shall be taken as zero. The resulting figures shall be rounded to four
 decimal places.

 
	
  

 	
  

 	
  

 
	
 7

 	
 If requested by the Agent, each Reference Bank shall, as soon as
 practicable after publication by the Financial Services Authority, supply to
 the Agent, the rate of charge payable by that Reference Bank to the Financial
 Services Authority pursuant to the Fees Rules in respect of the relevant
 financial year of the Financial Services Authority (calculated for this
 purpose by that Reference Bank as being the average of the Fee Tariffs
 applicable to that Reference Bank for that financial year) and expressed in
 pounds per £1,000,000 of the Tariff Base of that Reference Bank.

 
	
  

 	
  

 	
  

 
	
 8

 	
 Each Lender shall supply any information required by the Agent for
 the purpose of calculating its Additional Cost Rate. In particular, but
 without limitation, each Lender shall supply the following information on or
 prior to the date on which it becomes a Lender:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the jurisdiction of its Facility Office; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any other information that the Agent may reasonably require for such
 purpose.

 
	
  

 	
  

 	
  

 
	
  

 	
 Each Lender shall promptly notify the Agent of any change to the
 information provided by it pursuant to this paragraph.

 
	
  

 	
  

 	
  

 
	
 9

 	
 The percentages of each Lender for the purpose of A and C above and
 the rates of charge of each Reference Bank for the purpose of E above shall
 be determined by the Agent based upon the information supplied to it pursuant
 to paragraphs 7 and 8 above and on the assumption that, unless a Lender
 notifies the Agent to the contrary, each Lender’s obligations in relation to
 cash ratio deposits and Special Deposits are the same as those of a typical
 bank from its jurisdiction of incorporation with a Facility Office in the
 same jurisdiction as its Facility Office.

 
	
  

 	
  

 	
  

 
	
 10

 	
 The Agent shall have no liability to any person if such determination
 results in an Additional Cost Rate which over or under compensates any Lender
 and shall be entitled to assume that the information provided by any Lender
 or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct
 in all respects.

 
	
  

 	
  

 	
  

 
	
 11

 	
 The Agent shall distribute the additional amounts received as a
 result of the Mandatory Cost to the Lenders on the basis of the Additional
 Cost Rate for each Lender based on the information provided by each Lender
 and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

 


111









	
  

 	
  

 	
  

 
	
 12

 	
 Any determination by the Agent pursuant to this Schedule in relation
 to a formula, the Mandatory Cost, an Additional Cost Rate or any amount
 payable to a Lender shall, in the absence of manifest error, be conclusive
 and binding on all Parties.

 
	
  

 	
  

 	
  

 
	
 13

 	
 The Agent may from time to time, after consultation with the Borrower
 and the Lenders, determine and notify to all Parties any amendments which are
 required to be made to this Schedule in order to comply with any change in
 law, regulation or any requirements from time to time imposed by the Bank of
 England, the Financial Services Authority or the European Central Bank (or,
 in any case, any other authority which replaces all or any of its functions)
 and any such determination shall, in the absence of manifest error, be
 conclusive and binding on all Parties.

 


112





Schedule 7

Form of Transfer Certificate


	
  

 	
  

 
	
 To:

 	
 [l] as Agent

 
	
  

 	
  

 
	
 From:

 	
 [The
 Existing Lender] (the Existing Lender) and [The New
 Lender] (the New Lender)

 
	
  

 	
  

 
	
 Dated:

 	
  

 


$147,500,000 Facility Agreement
dated [l] 2009 (the
“Agreement”)


	
  

 	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a Transfer Certificate. Terms
 defined in the Agreement have the same meaning in this Transfer Certificate
 unless given a different meaning in this Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 2

 	
 We refer to clause 29.5 (Procedure for transfer):

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Existing Lender and the New Lender agree to the Existing Lender
 assigning to the New Lender all or part of the Existing Lender’s Commitment
 rights and assuming the Existing Lender’s obligations referred to in the
 Schedule in accordance with clause 29.5 (Procedure for transfer) and the Existing
 Lender assigns and agrees to assign such rights to the New Lender with effect
 from the Transfer Date]

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The proposed Transfer Date is [•].

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Facility Office and address, fax number and attention details for
 notices of the New Lender for the purposes of clause 36.2 (Addresses)
 are set out in the Schedule.

 
	
  

 	
  

 	
  

 
	
 3

 	
 The New Lender expressly acknowledges the limitations on the Existing
 Lender’s obligations set out in clause 29.4.3.

 
	
  

 	
  

 	
  

 
	
 4

 	
 This Transfer Certificate may be executed in any number of
 counterparts and this has the same effect as if the signatures on the
 counterparts were on a single copy of this Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 5

 	
 This Transfer Certificate and any non-contractual obligations
 connected with it are governed by English law.

 


113





The Schedule


Commitment/rights to be assigned
and obligations to be assumed

[insert
relevant details]

Facility Office address, fax number

and attention details for notices and account details for payments

[insert
relevant details]


	
  

 	
  

 
	
 [Existing Lender]

 	
 [New Lender]

 
	
 By:

 	
 By:

 


This Transfer Certificate is accepted by the
Agent and the Transfer Date is confirmed to be as stated above.

[Agent]

By:


114





SIGNATURES


	
  
 	 	 
	
 THE BORROWER
 	 	 
	
  
 	 	 
	
 GAS-two Ltd.
 	 	 
	
  
 	/s/ Henrik Bjerregaard	 
	
 By:
 	 	 
	
  
 	 	 
	
 THE ARRANGERS
 	 	 
	
  
 	 	 
	
 DnB NOR BANK ASA
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Omar Sekkat	 
	
  
 	 	 
	
 NATIONAL BANK OF GREECE S.A.
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Brian Stephens	/s/ Sotiris Charalambous
	
  
 	 	 
	
 UBS AG
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Ralph Schumacher	/s/ Peter Kempin
	
  
 	 	 
	
 THE AGENT
 	 	 
	
  
 	 	 
	
 DnB NOR BANK ASA
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Omar Sekkat	 
	
  
 	 	 
	
 THE SECURITY AGENT
 	 	 
	
  
 	 	 
	
 DnB NOR BANK ASA
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Omar Sekkat	 
	
  
 	 	 
	
 THE LENDERS
 	 	 
	
  
 	 	 
	
 DnB NOR BANK ASA
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Omar Sekkat	 
	
  
 	 	 
	
 NATIONAL BANK OF GREECE S.A.
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Brian Stephens	/s/ Sotiris Charalambous


115









	
  
 	 	 
	
 UBS AG
 	 	 
	
  
 	 	 
	
 By:
 	/s/ Ralph Schumacher	/s/ Peter Kempin


116