Exhibit 10.4  


Private & Confidential 


	
  

 	
  

 	
  

 	
  

 
	
 Dated 23 December 2011

 	
  

 
	
  

 	
  

 
	
 GAS-eight Ltd., GAS-nine Ltd. and GAS-ten
 Ltd.

 	
  (1)

 
	
  

 	
  

 
	
 arranged by

 	
  

 
	
  

 	
  

 
	
 DNB BANK ASA

 	
  (2)

 
	
  

 	
  

 
	
 COMMONWEALTH BANK OF AUSTRALIA

 	
  (3)

 
	
  

 	
  

 
	
 DANISH SHIP FINANCE A/S

 	
  (4)

 
	
  

 	
  

 
	
 ING BANK N.V.

 	
  (5)

 
	
  

 	
  

 
	
 SKANDINAVISKA ENSKILDA BANKEN AB (publ)

 	
  (6)

 
	
  

 	
  

 
	
 with

 	
  

 
	
  

 	
  

 
	
 DNB BANK ASA

 	
  (7)

 
	
 as Agent

 	
  

 
	
  

 	
  

 
	
 DNB BANK ASA

 	
  (8)

 
	
 as Security Agent

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FACILITY AGREEMENT

 $435,000,000 Loan Facility

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 



SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE
TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).












Contents


	
  

 	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Definitions and
 interpretation

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 2

 	
 The Facility

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 Purpose

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Conditions of
 Utilisation

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Utilisation

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
 Repayment

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
 Illegality,
 prepayment and cancellation

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Interest

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 Interest Periods

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 Changes to the
 calculation of interest

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 Fees

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 Tax gross-up and
 indemnities

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 Increased Costs

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 Other indemnities

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 Mitigation by the
 Lenders

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
 Costs and expenses

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 
	
 17

 	
 Representations

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 
	
 18

 	
 Information
 undertakings

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
 General
 undertakings

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
 Dealings with Ship

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
 Condition and
 operation of Ship

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
 Insurance

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
 Minimum security
 value

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
 Chartering
 undertakings

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
 Bank accounts

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
 Business
 restrictions

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 27

 	
 Hedging Contracts

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 
	
 28

 	
 Events of Default

 	
  

 	
 70

 













	
  

 	
  

 	
  

 	
  

 
	
 29

 	
 Position of
 Hedging Providers

 	
  

 	
 75

 
	
  

 	
  

 	
  

 	
  

 
	
 30

 	
 Changes to the
 Lenders

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
 31

 	
 Changes to the
 Obligors

 	
  

 	
 80

 
	
  

 	
  

 	
  

 	
  

 
	
 32

 	
 Roles of Agent,
 Security Agent and Arranger

 	
  

 	
 81

 
	
  

 	
  

 	
  

 	
  

 
	
 33

 	
 Conduct of
 business by the Finance Parties

 	
  

 	
 92

 
	
  

 	
  

 	
  

 	
  

 
	
 34

 	
 Sharing among the
 Finance Parties

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 35

 	
 Payment mechanics

 	
  

 	
 96

 
	
  

 	
  

 	
  

 	
  

 
	
 36

 	
 Set-off

 	
  

 	
 98

 
	
  

 	
  

 	
  

 	
  

 
	
 37

 	
 Notices

 	
  

 	
 98

 
	
  

 	
  

 	
  

 	
  

 
	
 38

 	
 Calculations and
 certificates

 	
  

 	
 100

 
	
  

 	
  

 	
  

 	
  

 
	
 39

 	
 Partial invalidity

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 
	
 40

 	
 Remedies and
 waivers

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 
	
 41

 	
 Amendments and
 grant of waivers

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 
	
 42

 	
 Counterparts

 	
  

 	
 101

 
	
  

 	
  

 	
  

 	
  

 
	
 43

 	
 Governing law

 	
  

 	
 102

 
	
  

 	
  

 	
  

 	
  

 
	
 44

 	
 Enforcement

 	
  

 	
 102

 
	
  

 	
  

 	
  

 
	
 Schedule 1 The
 original parties

 	
  

 	
 103

 
	
  

 	
  

 	
  

 
	
 Schedule 2 Ship
 information

 	
  

 	
 108

 
	
  

 	
  

 	
  

 
	
 Schedule 3
 Conditions precedent

 	
  

 	
 110

 
	
  

 	
  

 	
  

 
	
 Schedule 4
 Utilisation Request

 	
  

 	
 117

 
	
  

 	
  

 	
  

 
	
 Schedule 5
 Selection Notice

 	
  

 	
 118

 
	
  

 	
  

 	
  

 
	
 Schedule 6
 Mandatory Cost Formulae

 	
  

 	
 119

 
	
  

 	
  

 	
  

 
	
 Schedule 7 Form of
 Transfer Certificate

 	
  

 	
 122

 










THIS AGREEMENT is dated 23 December 2011 and made
between: 


	
  

 	
  

 
	
 (1)

 	
 THE
 ENTITIES listed in Schedule 1 as borrowers (the Borrowers);

 
	
  

 	
  

 
	
  (2) 

 	
 DNB BANK ASA, COMMONWEALTH BANK OF
 AUSTRALIA, DANISH SHIP FINANCE A/S, ING BANK N.V. and SKANDINAVISKA ENSKILDA BANKEN AB (publ) 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)

 	
 THE
 FINANCIAL INSTITUTIONS listed in Schedule 1 as hedging providers (the Hedging Providers)

 
	
  

 	
  

 
	
  (5) 

 	
 DNB
 BANK ASA as bookrunner (the Bookrunner);

 
	
  

 	
  

 
	
  (6) 

 	
 DNB
 BANK ASA as agent for the other Finance Parties (the Agent); and 

 
	
  

 	
  

 
	
  (7) 

 	
 DNB
 BANK ASA as security agent for the other 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 25 (Bank accounts). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account Bank means, in relation to any
 Account, the Account Bank described in Schedule 1 (The Original Parties). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account Holder(s) means in relation to any Account,
 the Borrower(s) in whose name(s) that Account is held. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Accounting Reference Date means 31 December 2010 or such
 other date as may be approved. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Borrowers or (as the context may
 require) the outstanding principal amount of such borrowing. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance A means an advance of the Total
 Commitments up to the lesser of (a) $143,000,000 and (b) 70% of the Delivery
 Price of Ship A on the Utilisation Date relative to Advance A or (as the
 context may require) the outstanding principal amount of such borrowing. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance B means an advance of the Total
 Commitments up to the lesser of (a) $146,000,000 and (b) 70% of the Delivery
 Price of Ship B on the Utilisation Date relative to Advance B or (as the
 context may require) the outstanding principal amount of such borrowing. 

 


1









	
  

 	
  

 
	
  

 	
 Advance C means an advance of the Total Commitments
 up to the lesser of (a) $146,000,000 and (b) 70% of the Delivery Price of
 Ship C on the Utilisation Date relative to Advance C 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. 

 
	
  

 	
  

 
	
  

 	
 Applicable Law means: 

 
	
  

 	
  

 
	
  

 	
 (a) in relation to any jurisdiction, any law, regulation, treaty,
 directive, decision, rule, regulatory requirement, judgment, order,
 ordinance, request, guideline or direction or any other act of any Government
 Entity of such jurisdiction whether or not having the force of law and with
 which any Party is required to comply, or with which it would, in the normal
 course of its business, comply; and 

 
	
  

 	
  

 
	
  

 	
 (b) in relation to any Lender, any Basel II Regulation applicable to
 that Lender. 

 
	
  

 	
  

 
	
  

 	
 Approved Exchange means NYSE, NASDAQ or any other
 reputable stock exchange agreed by GasLog and the Majority Lenders. 

 
	
  

 	
  

 
	
  

 	
 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 II 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 and updated prior
 to, and in the form existing on, the date of this Agreement, excluding any
 amendment thereto arising out of the Basel III Accord. 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Basel II Increased Cost means an Increased Cost which is
 attributable to the implementation or application of or compliance with any
 Basel II Regulation in force as at the date hereof (whether such
 implementation, application or compliance is by a government, regulator,
 Finance Party or any of its Affiliates). 

 
	
  

 	
  

 
	
  

 	
 Basel II Regulation means: 

 
	
  

 	
  

 
	
  

 	
 (a) any Applicable Law in force as at the date hereof implementing
 the Basel II Accord; or 

 
	
  

 	
  

 
	
  

 	
 (b) any Basel II Approach adopted by the Lender, 

 
	
  

 	
  

 
	
  

 	
 but excludes any Applicable Law implementing the Basel III Accord
 save and to the extent that it is a re-enactment of any Applicable Law
 referred to in paragraph (a) of this definition. 

 
	
  

 	
  

 
	
  

 	
 Basel III Accord means, together, “Basel III: A
 global regulatory framework for more resilient banks and banking systems” and
 “Basel III: International framework for liquidity risk measurement, standards
 and monitoring” both published by the Basel Committee on Banking Supervision
 on 16 December 2010. 

 


2









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Basel III Increased Cost means an Increased Cost which is
 attributable to the implementation or application of or compliance with any
 Basel III Regulation (whether such implementation, application or compliance
 is by a government, regulator, Finance Party or any of its Affiliates). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Basel III Regulation means any Applicable Law
 implementing the Basel III Accord save and to the extent that it re-enacts a
 Basel II Regulation. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Bareboat Charter has the meaning given to it in
 clause 24.8 (Substitution of the Charter
 by a bareboat charterer). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Builder means, in relation to a Ship, the
 person specified as such in Schedule 2 (Ship
 information). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Building Contract Documents means, in relation to a Ship, the
 Building Contract and any other guarantee or security given to any person for
 the Builder’s obligations under the Building Contract for such Ship. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Business Day means a day (other than a
 Saturday or Sunday) on which banks are open for general business in London,
 Copenhagen, Stockholm, Monaco, Piraeus and (in relation to any date for
 payment or purchase of dollars) New York City. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Change of Control occurs, at any time before an IPO
 is completed: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 when the current beneficial owners of the Counter Guarantors cease to
 own legally and/or beneficially and, either directly or indirectly, at least
 70% of the issued share capital of GasLog; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 when the Counter Guarantors cease to have the right or the ability to
 control, either directly or indirectly, the affairs or composition of the
 majority of the board of directors (or equivalent) of GasLog; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 if there is a change of 15% or more in the shareholding of, or in the
 voting rights relative to, Counter Guarantor A from that described to the
 Lenders on or before the date of this Agreement, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in any case, without the prior written consent of the Agent (acting
 on the instructions of the Lenders). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 


3









	
  

 	
  

 	
  

 
	
  

 	
 Charter means, in relation to a Ship, the
 charter commitment for that Ship details of which are provided in Schedule 2
 (Ship information). 

 
	
  

 	
  

 	
  

 
	
  

 	
 Charter Documents means, in relation to a Ship, the
 Charter or a Replacement Charter for that Ship, any documents supplementing
 it and any guarantee or security given by any person for the relevant
 Charterer’s obligations under it. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Charterer means, in relation to a Ship, the
 charterer named in Schedule 2 (Ship
 information) as charterer of that Ship, or such other charterer of
 that Ship under a Replacement Charter. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Classification means, in relation to a Ship, the
 classification specified in respect of such Ship in Schedule 2 (Ship information) with the relevant
 Classification Society or another classification approved by the Lenders as
 its classification, at the request of the relevant Owner. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Classification Society means, in relation to a Ship, 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
 relevant Owner. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Confirmation shall have, in relation to any
 Hedging Transaction, the meaning given to it in a Hedging Master 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, in relation to a Ship, the
 price of the Ship payable under the Building Contract for such Ship. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Counter Guarantees means each of the counter
 guarantees, executed by a Counter Guarantor in favour of the Security Agent
 in the agreed form and Counter Guarantee means
 any of them. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Counter Guarantor A means a person (other than
 Counter Guarantor B) 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 Obligors to the Lenders and the Hedging Providers and
 which is designated to be the “Counter Guarantor A” in the Counter Guarantee
 executed by it. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Counter Guarantor B means a person (other than
 Counter Guarantor A) 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 Obligors to the Lenders and the Hedging Providers and
 which is designated to be the “Counter Guarantor B” in the Counter Guarantee
 executed by it. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Counter Guarantors means together, the Counter
 Guarantor A and the Counter Guarantor B and Counter
 Guarantor means any of them. 

 


4









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Debt Service means, in relation to each Excess
 Cash Calculation Period, the sum (calculated by the Agent pursuant to clause
 19.12 (Excess Cash recapture))
 to be the aggregate amount of principal, interest thereon and all other
 amounts which shall fall due and will be paid by the Borrowers to the Finance
 Parties under this Agreement and the other Finance Documents during that
 Excess Cash Calculation Period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Deed of Covenant means, in relation to a Ship, a
 first deed of covenant by the relevant Owner 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:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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, in relation to a Ship, the
 delivery and acceptance of the Ship by the relevant Owner under the relevant
 Building Contract. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Date means, in relation to a Ship, the
 date on which the relevant Ship is delivered to the relevant Owner
 pursuant to the relevant Building Contract. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Instalment means, in relation to a Ship, the
 instalment of the Contract Price for such Ship falling due on its Delivery. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Price means, in relation to a Ship, the
 actual cost of purchase, acquisition and delivery of that Ship by the
 relevant Owner under the relevant Building Contract, an estimate of which is
 set out for that Ship in Schedule 2 (Ship
 information). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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: 

 


5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 a Ship and
 a person, all money at any time payable to that person for or in relation to
 the use or operation of such Ship including freight, hire and passage moneys,
 money payable to that person for the provision of services by or from such
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Excess Cash means, in relation to each Excess
 Cash Calculation Period, the amount (calculated by the Agent pursuant to
 clause 19.12 (Excess Cash recapture))
 which is equal to: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Earnings paid to the Owners during such Excess Cash Calculation
 Period, minus; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Debt Service for such Excess Cash Calculation Period, minus; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the total voyage and operating expenses and costs (including, without
 limitation, maintenance costs, crew wages, insurance costs, and overhead
 expenses but excluding any extraordinary items) in relation to the Ships and
 the total cost of any intermediate or special survey for the Ships, paid by
 the Owners during such Excess Cash Calculation Period as may be requested by
 the Agent. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Excess Cash Calculation Period means, in respect of a Ship, each
 of the three month periods commencing on the first Repayment Date after the
 date falling 18 months before the expiry of that Ship’s Charter.

 


6









	
  

 	
  

 	
  

 
	
  

 	
 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 Borrowers (or
 the Agent and the Borrowers) setting out any of the fees referred to in
 clause 11 (Fees). 

 
	
  

 	
  

 	
  

 
	
  

 	
 Final Repayment Date means, subject to clause 35.7 (Business Days): 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in respect of Advance A, the earlier of (i) 17 October 2021 and (ii)
 the date 84 months after the date on which the Ship Commitment relating to
 Ship A becomes available for borrowing in accordance with clause 4 (Conditions for Utilisation); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in respect of Advance B, the earlier of (i) 19 July 2022 and (ii) the
 date 84 months after the date on which the Ship Commitment relating to Ship B
 becomes available for borrowing in accordance with clause 4 (Conditions for Utilisation); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 in respect of Advance C, the earlier of (i) 16 September 2022 and
 (ii) the date 84 months after the date on which the Ship Commitment relating
 to Ship C becomes available for borrowing in accordance with clause 4 (Conditions for Utilisation). 

 
	
  

 	
  

 	
  

 
	
  

 	
 Finance Documents means this Agreement, any Fee
 Letter, the Hedging Contracts, the Hedging Master Agreement, the Security
 Documents, any Transfer Certificate and any other document designated as such
 by the Agent and the Borrowers. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Finance Party means the Agent, the Security
 Agent, any Arranger, the Hedging Providers 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; 

 


7









	
  

 	
  

 	
  

 
	
  

 	
 (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, in respect of each
 Advance, subject to clause 35.7 (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 Utilisation Date relative to
 such Advance. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Fleet Vessel means each Ship and any other
 vessel directly or indirectly owned by any Obligor. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 GasLog Guarantee means the guarantee, executed by
 GasLog in favour of the Security Agent in the agreed form. 

 
	
  

 	
  

 	
  

 
	
  

 	
 GasLog Carriers Guarantee means the guarantee, executed by
 GasLog Carriers in favour of the Security Agent in the agreed form. 

 
	
  

 	
  

 	
  

 
	
  

 	
 GasLog LNG means the company described as
 such in Schedule 1 (The Original Parties).

 
	
  

 	
  

 	
  

 
	
  

 	
 Group means a Counter Guarantor and its
 Subsidiaries for the time being and, for the purposes of clause 18.1 (Financial statements) or clause 5 of
 each of the Counter Guarantees (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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Guarantees means the GasLog Guarantee and the
 GasLog Carriers Guarantee and Guarantee means
 any of them.

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Borrowers to
 the Lenders and the Hedging Providers (including, without limitation, GasLog
 and GasLog Carriers). 

 
	
  

 	
  

 	
  

 
	
  

 	
 Hedging Contract means any Hedging Transaction
 between one or more of the Borrowers and a Hedging Provider pursuant to a
 Hedging Master Agreement and includes a Hedging Master 

 


8









	
  

 	
  

 	
  

 
	
  

 	
 Agreement and any Confirmations from time to time exchanged under it
 and governed by its terms relating to that Hedging Transaction and any
 contract in relation to such a Hedging Transaction constituted and/or
 evidenced by them and Hedging Contracts means all of them. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Hedging Contract Security means a deed or other instrument
 by the Borrowers in favour of the Security Agent in the agreed form
 conferring a Security Interest over any Hedging Contracts. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Hedging Exposure means, as at any relevant date,
 the aggregate of the amount certified by the Hedging Providers to the Agent
 to be the net amount in dollars (a) in relation to all Hedging Contracts that
 have been closed out on or prior to the relevant date, that is due and owing
 by the Borrowers to the Hedging Providers in respect of such Hedging
 Contracts on the relevant date and (b) in relation to all Hedging Contracts
 that are continuing on the relevant date, that would be payable by the
 Borrowers to the Hedging Providers under (and calculated in accordance with)
 the early termination provisions of the Hedging Contracts as if an Early
 Termination Date (as defined in the Hedging Master Agreement) had occurred on
 the relevant date in relation to all such continuing Hedging Contracts. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Hedging Master Agreements means the agreements made or (as
 the context may require) to be made between the Borrowers and each of the
 Hedging Providers each comprising an ISDA Master Agreement and Schedule
 thereto and any credit support agreement in the agreed form and Hedging Master Agreement means any of
 them. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Hedging Transaction has, in relation to any Hedging
 Master Agreement, the meaning given to the term “Transaction” in that Hedging
 Master Agreement. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Increased Costs has the meaning given to it in
 clause 13.1 (Increased Costs). 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 


9









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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, in relation to a Ship, a
 notice of assignment in the form scheduled to such Ship’s Deed of Covenant or
 in another approved form. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Insurances means, in relation to a 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 such Ship’s owner or the joint names of its owner and
 any other person in respect of or in connection with such 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). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IPO means the initial public offering
 of shares of common stock of GasLog on an Approved Exchange. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IPO Change of Control means if, at any time after an
 IPO has been completed: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the current beneficial owners of the Counter Guarantors fail to
 maintain, in aggregate, legally and/or beneficially, and either directly or
 indirectly, at least: 

 


10









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 	
 (i)

 	
 from the date when the IPO is completed until the date falling 12
 months thereafter (the First Anniversary),
 30%; 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
  

 	 	
 (ii)

 	
 from the First Anniversary until the date falling 12 months
 thereafter (the Second Anniversary),
 25%; 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
  

 	 	
 (iii)

 	
 from the Second Anniversary until the date falling 12 months
 thereafter (the Third Anniversary),
 20%; and 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
  

 	 	
 (iv)

 	
 from the Third Anniversary and at all other times thereafter, 15%, 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
  

 	
 of the issued share capital of GasLog (or such other public vehicle
 owning the Borrowers); or 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 (b)

 	
 the current beneficial owners of the Counter Guarantors cease to be, in
 aggregate, the largest direct or indirect shareholders of the Guarantors or
 the Borrowers (with the exception of any passive financial institution) or
 cease to have the right or the ability to control, either directly or
 indirectly, the affairs or composition of the majority of the board of
 directors (or equivalent) of GasLog (or such other public vehicle owning the
 Borrowers); or 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 (c)

 	
 there is a change of 15% or more in the shareholding of, or in the
 voting rights relative to, Counter Guarantor A from that described to the
 Lenders on or before the date of this Agreement, 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 in any case without the prior written consent of the Agent (acting
 with the authorisation of the Lenders). 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 Last Availability Date means, in respect of each Advance,
 200 days after the Scheduled delivery date for the relevant Ship (as set out
 in Schedule 2 (Ship information))
 relating to that Advance under the Building Contract for that Ship (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; 

 
	
  

 	
  

 	 	
  

 	
  

 
	
  

 	
 (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 30 (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 

 


11









	
  

 	
  

 	
  

 
	
  

 	
 (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 and, if any such rate is below zero, LIBOR
 will be deemed to be zero. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Losses means any costs, expenses,
 payments, charges, losses, demands, liabilities, claims, actions,
 proceedings, penalties, fines, damages, judgments, orders or other sanctions.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 Loss Payable Clauses means, in relation to a Ship, the
 provisions concerning payment of claims under the Ship’s Insurances in the
 form scheduled to such Ship’s 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 $3,000,000 (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 collectively, (a) GasLog
 LNG in its capacity as technical manager appointed by the relevant Owner of a
 Ship, (b) GasLog in its capacity as commercial manager appointed by the
 relevant Owner of a Ship and (c) any other manager appointed by the relevant
 Owner in accordance with clause 20.3 (Manager).
 

 
	
  

 	
  

 	
  

 
	
  

 	
 Manager’s Undertaking means, in relation to a Ship, an
 undertaking by any manager of the Ship to the Security Agent in the agreed
 form pursuant to clause 20.3 (Manager).
 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Margin means 2.25% per annum. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the business, operations, property or condition (financial or
 otherwise) of any of the Obligors or a 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 the amount in dollars which
 is at that time 120% of the aggregate of (a) the Loan and (b) the Hedging
 Exposure at that time. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Mortgage means, in relation to a Ship, a
 first mortgage of the Ship in the agreed form by the relevant Owner in favour of the
 Security Agent. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Mortgage Period means, in relation to a Ship, the
 period from the date the Mortgage over such Ship is executed and registered
 until the date such Mortgage is released and discharged or the Total Loss
 Repayment Date. 

 


12









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Original Financial Statements means: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the audited consolidated financial statements of a Group for its
 financial year ended 31 December 2010; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the audited financial statements of each of the Guarantors and each
 of the Counter Guarantors for their respective financial years ended 31
 December 2010. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Counter Guarantees and the Guarantees; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Mortgage over each of the Ships; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Deed of Covenant in relation to each of the Ships; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Hedging Contract Security; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the Share Security in relation to each Borrower; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the Charter Assignment in relation to each Ship’s Charter Documents; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the GasLog Charter Assignment in relation to each Ship’s relevant
 Charter Documents; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 the Account Security; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 any Manager’s Undertaking in relation to a Ship if required under
 clause 20.3 (Manager); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 the Quiet Enjoyment Agreement in relation to each of the Ships. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Owner means, in relation to a Ship, the
 Borrower specified against the name of such Ship in Schedule 2 (Ship information). 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 for such Ship; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (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 such vessel, and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any lien on such vessel for salvage, 

 


13









	
  

 	
  

 	
  

 
	
  

 	
 each securing obligations not more than 30 days overdue. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 granted under 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 a
 Borrower is actively pursuing a claim or defending such proceedings or
 arbitration in good faith; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any Security Interest 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 have been
 made. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Quiet Enjoyment Agreement means, in respect of a Ship, a
 letter by the Security Agent addressed to, and acknowledged by, the relevant
 Charterer of the Ship in an agreed form. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 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, London, Copenhagen, London and Stockholm respectively of DNB Bank
 ASA, Commonwealth Bank of Australia, Danish Ship Finance A/S, ING Bank N.V.
 and Skandinaviska Enskilda Banken AB (publ) or such other banks as may be
 appointed by the Agent with the consent of the Borrowers. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Registry means, in relation to each Ship,
 such registrar, commissioner or representative of the relevant Flag State who
 is duly authorised and empowered to register the relevant Ship, the relevant
 Owner’s title to such Ship and the relevant 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. 

 


14









	
  

 	
  

 	
  

 
	
  

 	
 Repayment Date means, in respect of each
 Advance: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the First Repayment Date for such Advance; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Final Repayment Date for such Advance. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Replacement Charter means, in relation to a Ship, a
 charter commitment in respect of that Ship (other than the Charter for that
 Ship) which: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 is approved; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 is for an approved period and at approved charter rates; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 is in full force and effect; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 is entered into with a Charterer whose credit standing is approved; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 is subject to a Security Interest which is granted in favour of the
 Security Agent; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 is subject to a Quiet Enjoyment Agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 satisfies such other terms as may be required by the Agent (acting on
 the instructions of the Lenders), 

 
	
  

 	
  

 	
  

 
	
  

 	
 and, for the avoidance of doubt, a bareboat charter can only be a
 Replacement Charter if the charterer for that bareboat charter is STSP. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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, in relation to a Ship, any
 compensation paid or payable by a government entity for the requisition for
 title, confiscation or compulsory acquisition of such Ship. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 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
 Borrowers 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; and 

 


15









	
  

 	
  

 	
  

 
	
  

 	
 (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, any Hedging Contract or any other Finance 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, the amount in
 dollars which, at that time, is the aggregate of (a) the value of all the
 delivered Ships which have not then become a Total Loss and (b) the value of
 any additional security then held by the Security Agent provided under clause
 23 (Minimum security value), in
 each case as most recently determined in accordance with this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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, in relation to each
 Borrower, 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 such Borrower. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Ship A means the ship described as such
 in Schedule 2 (Ship information).
 

Ship B means the ship described
 as such in Schedule 2 (Ship information).


Ship C means the ship described
 as such in Schedule 2 (Ship information).
 

 
	
  

 	
  

 	
  

 
	
  

 	
 Ship Commitment means, in relation to a Ship, the
 amount specified against the name of such Ship in Schedule 2 (Ship information), as cancelled or
 reduced pursuant to any provision of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Ships means each of the ships (to be
 built by the Builder under the Building Contracts) described in Schedule 2 (Ship information) and Ship means any of them. 

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 STSP means Shell Tankers Singapore
 (Pte.) Ltd. of Shell House, #04-00, 93 Clemencau Avenue, Singapore. 

 
	
  

 	
  

 	
  

 
	
  

 	
 STSCL means Shell International Trading
 and Shipping Company Limited of 80 Strand, London WC2R 0ZA. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 $435,000,000 at the date of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

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

 


16









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 actual, constructive, compromised or arranged total loss; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 condemnation, capture, seizure, arrest or
 detention for more than 30 days; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 hijacking or theft for more than 60
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 in the case of condemnation, capture, seizure, arrest or detention,
 the date 30 days after the date upon which it happened; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 in the case of hijacking or theft, the date 60 days after the date
 upon which it happened. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Total Loss Repayment Date means where a Ship has become a
 Total Loss after its 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 Borrowers or at any time after the occurrence of an Event of Default,
 in any other form 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; 

 


17









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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
 Borrowers, 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 Borrowers; 

 


18









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (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; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (l)

 	
 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)

 	
 two or more persons are acting in
 concert if pursuant to an agreement or understanding (whether
 formal or informal) they actively co-operate, through the acquisition
 (directly or indirectly) of shares in GasLog by any of them, either directly
 or indirectly to obtain or consolidate control of GasLog; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (r)

 	
 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 

 


19









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (s)

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (t)

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (u)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 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); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (w)

 	
 pay, prepay or repay in clause 26 (Business
 restrictions) includes by way of set-off, combination of accounts
 or otherwise; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 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); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (y)

 	
 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
 II Regulation and the Basel III Regulation; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (z)

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (aa)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (bb)

 	
 (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; 

 


20









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (cc)

 	
 wholly-owned subsidiary has the meaning given to that
 term in section 1159 of the Companies Act 2006; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (dd)

 	
 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. 

 


21






SECTION 2 - THE FACILITY


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 The Facility 

 
	
  

 	
  

 	
  

 
	
 2.1

 	
  

 	
 The Facility 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject
 to the terms of this Agreement, the Lenders agree to make available to the
 Borrowers 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 32.25 (All enforcement
 action through the Security Agent)) and 33.2 (Finance Parties acting together),
 separately enforce its rights under the Finance Documents. 

 
	
  

 	
  

 	
  

 
	
 2.3

 	
  

 	
 Borrowers’ rights and obligations 

 
	
  

 	
  

 	
  

 
	
 2.3.1

 	
  

 	
 The
 obligations of each Borrower under this Agreement are joint and several.
 Failure by a Borrower to perform its obligations under this Agreement shall
 constitute a failure by all of the Borrowers. 

 
	
  

 	
  

 	
  

 
	
 2.3.2

 	
  

 	
 Each
 Borrower irrevocably and unconditionally jointly and severally with each other
 Borrower: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 agrees
 that it is responsible for the performance of the obligations of each other
 Borrower under this Agreement; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 acknowledges
 and agrees that it is a principal and original debtor in respect of all
 amounts due from the Borrowers under this Agreement; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 agrees
 with each Finance Party that, if any obligation of another Borrower under
 this Agreement is or becomes unenforceable, invalid or illegal for any reason
 it will, as an independent and primary obligation, indemnify that Finance
 Party immediately on demand against any and all Losses it incurs as a result
 of another Borrower not paying any amount which would, but for such
 unenforceability, invalidity or illegality, have been payable by that other Borrower
 under this Agreement. The amount payable under this indemnity shall be equal
 to the amount which that Finance Party would otherwise have been entitled to
 recover. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.3

 	
  

 	
 The
 obligations of each Borrower under the Finance Documents shall continue until
 all amounts which may be or become payable by the Borrowers under or in
 connection with the Finance Documents have been irrevocably and
 unconditionally paid or discharged in full, regardless of any intermediate
 payment or discharge in whole or in part. 

 
	
  

 	
  

 	
  

 
	
 2.3.4

 	
  

 	
 If any
 discharge, release or arrangement (whether in respect of the obligations of a
 Borrower or any security for those obligations or otherwise) is made by a
 Finance Party in whole or in part on the basis of any payment, security or other
 disposition which is avoided or must be restored in insolvency, liquidation,
 administration or otherwise, without limitation, then the liability of the
 Borrowers under this Agreement will continue or be reinstated as if the
 discharge, release or arrangement had not occurred. 

 


22









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.5

 	
  

 	
 The
 obligations of each Borrower under the Finance Documents shall not be
 affected by an act, omission, matter or thing which, but for this clause
 (whether or not known to it or any Finance Party), would reduce, release or
 prejudice any of its obligations under the Finance Documents including:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any
 time, waiver or consent granted to, or composition with, any Obligor or other
 person; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 release of any other Obligor or any other person under the terms of any
 composition or arrangement with any creditor of any other Obligor; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 taking, variation, compromise, exchange, renewal or release of, or refusal or
 neglect to perfect, take up or enforce, any rights against, or security over
 assets of, any Obligor or other person or any non-presentation or
 non-observance of any formality or other requirement in respect of any
 instrument or any failure to realise the full value of any security; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any
 incapacity or lack of power, authority or legal personality of or dissolution
 or change in the members or status of an Obligor or any other person; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 any
 amendment, novation, supplement, extension, restatement (however fundamental
 and whether or not more onerous) or replacement of a Finance Document or any
 other document or security; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 any
 unenforceability, illegality or invalidity of any obligation of any person
 under any Finance Document or any other document or security; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 any
 insolvency or similar proceedings. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.6

 	
  

 	
 Each
 Borrower waives any right it may have of first requiring any Finance Party
 (or any trustee or agent on its behalf) to proceed against or enforce any
 other rights or security or claim payment from any person before claiming
 from that Borrower under any Finance Document. This waiver applies
 irrespective of any law or any provision of a Finance Document to the
 contrary. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.7

 	
  

 	
 Until
 all amounts which may be or become payable by the Obligors under or in connection
 with the Finance Documents have been irrevocably and unconditionally paid or
 discharged in full, each Finance Party (or any trustee or agent on its
 behalf) may: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 refrain
 from applying or enforcing any other moneys, security or rights held or
 received by that Finance Party (or any trustee or agent on its behalf) in
 respect of those amounts, or apply and enforce the same in such manner and
 order as it sees fit (whether against those amounts or otherwise) and no
 Borrower will be entitled to the benefit of the same; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 hold in
 an interest-bearing suspense account any money received from any Borrower or
 on account of any Borrower’s liability under any Finance Document. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.8

 	
  

 	
 Until
 all amounts which may be or become payable by the Obligors under or in
 connection with the Finance Documents have been irrevocably paid in full and
 unless the Agent otherwise directs (on such terms as it may require), no
 Borrower shall exercise any rights (including rights of set-off) which it may
 have by reason of performance by it of its obligations under the Finance
 Documents:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to be
 indemnified by another Obligor; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 to claim
 any contribution from any other Obligor or any guarantor of any Obligor’s
 obligations under the Finance Documents other than as may be permitted under
 section subject to the provisions of clause 22; and/or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 to take
 the benefit (in whole or in part and whether by way of subrogation or
 otherwise) of any rights of the Finance Parties under the Finance Documents
 or of any guarantee 

 


23









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 or
 security taken pursuant to, or in connection with, the Finance Documents by
 any Finance Party.

 
	
  

 	
  

 	
  

 
	
 2.4

 	
  

 	
 Adjustment for liquidated damages 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If an
 Owner becomes entitled to receive liquidated damages under a Building
 Contract or to have liquidated damages deducted from the Delivery Instalment
 for the relevant Ship, the Advance for the relevant Ship and the Total
 Commitments shall each be reduced by an amount equal to 70% of such liquidated
 damages (save to the extent that any such liquidated damages are to be paid
 by the relevant Owner or the Builder of the relevant Ship to the Charterer of
 that Ship which shall include by way of a reduction in, or setting off
 against, hire under the Charter or the Replacement Charter of that Ship). 

 
	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 Purpose 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
  

 	
 Purpose 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 3.2

 	
  

 	
 Use 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship
 Commitment for each Ship shall be made available solely for the purpose of
 assisting the relevant Owner to finance the Delivery Price for such Ship. 

 
	
  

 	
  

 	
  

 
	
 3.3

 	
  

 	
 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

 	
  

 	
 Initial conditions precedent 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers may not execute this Agreement unless the Agent, or its duly
 authorised representative, has received all of the documents and the evidence
 listed in Part 1 of Schedule 3 (Conditions
 precedent to executing this Agreement) in form and substance
 satisfactory to the Agent. 

 
	
  

 	
  

 	
  

 
	
 4.2

 	
  

 	
 Conditions precedent on delivery of Utilisation Request 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers may not deliver a Utilisation Request unless the Agent, or its duly
 authorised representative, has received all of the documents and other
 evidence listed in Part 2 of Schedule 3 (Conditions
 precedent to any Utilisation) in form and substance satisfactory
 to the Agent. 

 
	
  

 	
  

 	
  

 
	
 4.3

 	
  

 	
 Conditions precedent on Delivery 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship
 Commitment in respect of a Ship 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 3 of Schedule 3 (Conditions precedent on Delivery) in
 relation to such Ship in form and substance satisfactory to the Agent. 

 
	
  

 	
  

 	
  

 
	
 4.4

 	
  

 	
 Notice to Lenders 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


24









	
  

 	
  

 	
  

 	
  

 
	
 4.5

 	
  

 	
 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 Ship Commitment for a Ship, the Ship
 Representations are true so far as they relate to that Ship. 

 
	
  

 	
  

 	
  

 	
  

 
	
 4.6

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 4.7

 	
  

 	
 Conditions subsequent 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 condition precedent with respect to the provision of evidence that the
 relevant Ship has been delivered and accepted for service under the relevant
 Charter or the relevant Replacement Charter specified at paragraph 3(a)(v) of
 part 3 of Schedule 3, must be satisfied as soon as practicable after the
 relevant Utilisation Date and, in any event, no later than three Banking Days
 after the relevant Utilisation Date. 

 


25





SECTION 3 - UTILISATION


	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 Utilisation 

 
	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
 Delivery of a
 Utilisation Request 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A
 Borrower may utilise the Facility by delivery to the Agent of a duly
 completed Utilisation Request not later than 11:00 a.m. five 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, in respect of an Advance, is a Business Day
 falling not later than the Last Availability Date; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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, in relation to a Ship, be the lesser of (a) the
 Ship Commitment for such Ship 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 70% of the Delivery Price for such Ship
 as of the date of such Utilisation Request PROVIDED THAT the Security Value
 of the Ships shall always exceed the Minimum Value. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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 Borrowers or for the account of
 any of them in accordance with the instructions contained in the Utilisation
 Request. 

 


26





SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION


	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 Repayment 

 
	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
 Repayment 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 6.2

 	
  

 	
 Scheduled
 repayment of Advances 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers shall repay each Advance by 28 instalments, one such instalment to
 be repaid on each of the Repayment Dates relative to such Advance. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance A

 	
  

 	
 Advance B

 	
  

 	
 Advance C

 
	
 Repayment Date


 	
  

 	
 Amount $

 	
  

 	
 Amount $

 	
  

 	
 Amount $

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 First

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Second

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Third

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fifth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sixth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Seventh

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eighth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ninth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tenth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eleventh

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twelfth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirteenth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourteenth

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fifteen

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sixteen

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Seventeen

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eighteen

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nineteen

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty one

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 


27









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance A

 	
  

 	
 Advance B

 	
  

 	
 Advance C

 
	
 Repayment Date


 	
  

 	
 Amount $

 	
  

 	
 Amount $

 	
  

 	
 Amount $

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty two

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty three

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty four

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty five

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty six

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty seven

 	
  

 	
 1,990,000

 	
  

 	
 2,030,000

 	
  

 	
 2,030,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty eight

 	
  

 	
 89,270,000

 	
  

 	
 91,190,000

 	
  

 	
 91,190,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
 143,000,000

 	
  

 	
 146,000,000

 	
  

 	
 146,000,000

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On the
 Final Repayment Date relative to an Advance (without prejudice to any other
 provision of this Agreement), the relevant Advance 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 any Advance is prepaid (other than under clause 6.2 (Scheduled repayment of Advances)) before
 any Repayment Date, the amount of the instalment by which such Advance shall
 be repaid under clause 6.2 (Scheduled
 repayment of Advances) on any such Repayment Date (as reduced by
 any earlier operation of this clause 6.3) shall be reduced pro rata to such
 reduction in the Total Commitments. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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 Borrowers, the Commitment of that Lender will be
 immediately cancelled and any undrawn Advances shall each be reduced
 rateably; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the
 Borrowers shall repay that Lender’s participation in the Loan on the last day
 of the Interest Period occurring after the Agent has notified the Borrowers
 or, if earlier, the date specified by that 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
 Borrowers may, if they give the Agent not less than ten 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 $5,000,000 and a multiple of
 $5,000,000) of any part of the Available Facility which is undrawn at the
 proposed date of cancellation. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.3

 	
  

 	
 Voluntary prepayment 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers may, if they give the Agent not less than ten Business Days’ (or
 such shorter period as the Majority Lenders may agree) prior written notice,
 prepay the whole or any part of 

 


28









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the Loan
 (but if in part, being an amount that reduces the amount of the Loan by a
 minimum amount of $5,000,000 and which is a multiple of $5,000,000) on the
 last day of an Interest Period in respect of the amount to be prepaid. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4

 	
  

 	
 Right of cancellation and prepayment in relation to a
 single Lender 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4.1

 	
  

 	
 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 Borrowers under clause 12.3 (Tax indemnity) or clause 13.1 (Increased costs), 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4.2

 	
  

 	
 On
 receipt of a notice of cancellation referred to in clause 7.4.1 above, the
 Commitment of that Lender shall immediately be reduced to zero. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4.3

 	
  

 	
 On the
 last day of each Interest Period which ends after the Borrowers have given
 notice of cancellation under clause 7.4.1 above (or, if earlier, the date
 specified by the Borrowers in that notice), the Borrowers shall repay that
 Lender’s participation in the Loan. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4.4

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 If any
 Lender becomes a Defaulting Lender, the Borrowers 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.5

 	
  

 	
 Total Loss 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On the
 Total Loss Repayment Date, the Borrowers shall prepay the Ship Commitment for
 such Ship which has become a Total Loss and shall ensure that the Minimum
 Value is maintained. The Ship Commitment for such Ship shall be reduced to
 zero. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.6

 	
  

 	
 Change of Control 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If there
 is a Change of Control or an IPO Change of Control, the Agent shall cancel
 the Total Commitments and the Borrowers shall prepay the Loan in full. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.7

 	
  

 	
 Mandatory pre-delivery cancellation 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If prior
 to Delivery: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 


29









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 (if
 applicable) any Building Contract Document other than the Building Contract
 is repudiated, cancelled, rescinded or otherwise terminated or is not or
 ceases to be legal, valid, binding and enforceable obligations of a guarantor
 or it is or becomes unlawful for any guarantor to perform its obligations
 under it; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 Delivery,
 in respect of a Ship, has not occurred by the Last Availability Date, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 then,
 the Agent may, and shall if so directed by the Lenders, by notice to the
 Borrowers 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 Ship Commitment relevant to such Building Contract. 

 
	
  

 	
  

 	
  

 
	
 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. 

 
	
  

 	
  

 	
  

 
	
 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. 

 
	
  

 	
  

 	
  

 
	
 7.9.3

 	
  

 	
 The
 Borrowers may not reborrow any part of the Facility which is repaid or
 prepaid. 

 
	
  

 	
  

 	
  

 
	
 7.9.4

 	
  

 	
 The
 Borrowers 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 Borrowers or the affected Lender, as appropriate. 

 
	
  

 	
  

 	
  

 
	
 7.9.7

 	
  

 	
 Any
 partial amount of the Loan prepaid or cancelled under this Agreement shall be
 applied in reduction of the repayment instalments under clause 6.2 (Scheduled repayment of Facility) pro
 rata. 

 
	
  

 	
  

 	
  

 
	
 7.9.8

 	
  

 	
 Any
 prepayment under this Agreement shall be made together with payment to the
 Hedging Provider of any amount falling due to the Hedging Provider under a
 Hedging Contract as a result of the termination or close out of that Hedging
 Contract or any Hedging Transaction under it in accordance with clause 27.2 (Unwinding of Hedging Contracts) in
 relation to that repayment. 

 


30





SECTION 5 - 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
 Borrowers 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 (other
 than the Hedging Contract) 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 Borrowers of the
 determination of a rate of interest under this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Interest Periods 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
  

 	
 Selection of Interest Periods 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1.1

 	
  

 	
 The
 Borrowers may select an Interest Period for each Advance in the Utilisation
 Request for that Advance or (if that Advance has already been borrowed) in a
 Selection Notice. 

 


31









	
  

 	
  

 	
  

 	
  

 
	
 9.1.2

 	
  

 	
 Each
 Selection Notice is irrevocable and must be delivered to the Agent by the
 Borrowers 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
 Borrowers fail 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 Borrowers may select an Interest Period of three, six,
 nine or 12 months or any other period agreed between the Borrowers and the
 Agent (on the instructions of all the Lenders). 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1.5

 	
  

 	
 No
 Interest Period shall extend beyond the Final Repayment Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Interest Periods overrunning Repayment Dates 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the
 Borrowers select an Interest Period for an Advance which would overrun any
 later Repayment Date for that Advance, such Advance shall be divided into
 parts corresponding to the amounts by which such Advance is 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 such
 Advance (which shall have the Interest Period selected by the Borrowers). 

 
	
  

 	
  

 	
  

 	
  

 
	
 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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)

 	
 no
 Screen Rate is quoted and two or more of the Reference Banks do not, before
 1.00pm (London time) on the Quotation Day for the relevant Interest Period,
 provide quotations to the Agent in order to determine LIBOR; or 

 


32









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 at least
 one Banking Day before the start of an Interest Period, a Bank or Banks whose
 total participations in the Loan amount to 50% or more of the Loan (or, if an
 Advance has not yet been made, Commitments together amounting to 50% or more
 of the Total Commitments) notify the Agent that LIBOR fixed by the Agent
 would not accurately reflect the cost to that Lender or those Lenders of
 funding their respective participations in the Loan or their respective
 Commitments (or any part of them) during the Interest Period in the London
 Interbank Market at or about 11.00am (London time) on the Quotation Day for
 the relevant Interest Period; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 at least
 one Banking Day before the start of an Interest Period, the Agent is notified
 by a Lender or Lenders that for any reason it is unable to obtain Dollars in
 the London Interbank Market in order to fund its participation in the Loan
 (or any part of it) during the Interest Period. 

 
	
  

 	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Alternative basis of interest or funding 

 
	
  

 	
  

 	
  

 	
  

 
	
 10.3.1

 	
  

 	
 If a
 Market Disruption Event occurs and the Agent or Borrowers so require, the
 Agent and the Borrowers 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. If no alternative rate of interest is agreed between
 the Borrowers and the Agent, the rate specified under clause 10.2.1 (Market Disruption) shall be applicable. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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
 Borrowers 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 Borrowers 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
 Borrowers shall pay to the Agent (for the account of each Lender) a fee in
 dollars computed at the rate of 0.8% per annum on the undrawn portion of that
 Lender’s Commitment calculated from 20 October 2011 (the “start date”). 

 
	
  

 	
  

 	
  

 	
  

 
	
 11.1.2

 	
  

 	
 The
 Borrowers 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 thereafter until and on the earlier of (a)
 the Last Availability Date and (b) the final Utilisation 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
 Borrowers shall pay to the Agent (for the distribution to the Arrangers) a
 non-refundable arrangement fee in the amount and at the times agreed in a Fee
 Letter. 

 
	
  

 	
  

 	
  

 	
  

 
	
 11.3

 	
  

 	
 Agency fee 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


33





SECTION 6 - 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
 (other than a Hedging Contract). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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
 Borrowers shall, promptly upon any of them 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 Borrowers 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. 

 
	
  

 	
  

 	
  

 
	
 12.2.6

 	
  

 	
 This
 clause 12.2 shall not apply in respect of any payments under any Hedging
 Contract, where the gross up provisions of the relevant Hedging Master
 Agreement itself shall apply. 

 
	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Tax indemnity 

 
	
  

 	
  

 	
  

 
	
 12.3.1

 	
  

 	
 The
 Borrowers 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. 

 
	
  

 	
  

 	
  

 
	
 12.3.2

 	
  

 	
 Clause 12.3.1 above shall not
 apply: 

 


34









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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
 Borrowers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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
 Borrowers 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. 

 


35









	
  

 	
  

 	
  

 	
  

 
	
 13

 	
  

 	
 Increased Costs 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.1

 	
  

 	
 Increased Costs 

 
	
  

 	
  

 	
  

 	
  

 
	
 13.1.1

 	
  

 	
 Subject
 to clause 13.3 (Exceptions),
 the Borrowers 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 and/or (c) is
 a Basel III Increased Cost. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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 Borrowers. 

 
	
  

 	
  

 	
  

 	
  

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

 


36









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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
 Borrowers 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 34 (Sharing among
 the Finance Parties); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 funding,
 or making arrangements to fund, its participation in the Loan requested by
 the Borrowers 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 Borrowers. 

 
	
  

 	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Indemnity to the Agent and the Security Agent 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers 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
 Borrowers 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: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 

 


37









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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
 Borrowers 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 Borrowers 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 Borrowers, 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
 Borrowers 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).
 

 
	
  

 	
  

 	
  

 	
  

 
	
 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. 

 


38









	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Costs and
 expenses 

 
	
  

 	
  

 	
  

 	
  

 
	
 16.1

 	
  

 	
 Transaction expenses 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers 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 reasonable fees, costs and expenses of legal advisers and, subject
 to clause 22.17, insurance and other consultants and advisers) 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, the Hedging Master Agreements and any other documents referred to
 in this Agreement, the Hedging Master Agreements 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 23 (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 Borrowers shall, within
 five Business Days of demand by the Agent, reimburse the Agent for the amount
 of all costs and expenses (including reasonable fees, costs and expenses of
 legal advisers and insurance and other consultants and advisers) 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
 Borrowers 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) properly 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. 

 


39






SECTION 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 Representations 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of
 the Borrowers makes and repeats the representations and warranties set out in
 this clause 17 to each Finance Party at the times specified in clause 17.32 (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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 


40









	
  

 	
  

 	
  

 	
  

 
	
 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 provided to the Agent or any other Finance Party is true and
 accurate in all material aspects at the time that the Repeating
 Representations are repeated. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.7.6

 	
  

 	
 For the
 purposes of this clause 17.7, “Information”
 means: any information provided by any Obligor 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.8

 	
  

 	
 Original Financial Statements 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.8.1

 	
  

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

 


41









	
  

 	
  

 	
  

 
	
 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 relevant Group (consolidated in the case of such 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 any 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), 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 28.10 (Insolvency proceedings)
 or creditors’ process described in clause 28.11 (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 28.9 (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) and which will be made or paid promptly after the date
 of the relevant Finance Document. 

 
	
  

 	
  

 	
  

 
	
 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 to which it is, or is to be, a
 party 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 Borrowers of any Charter
 Documents or Building Contract Documents. 

 


42









	
  

 	
  

 	
  

 
	
 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 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 Borrowers in breach of this Agreement, other than the Permitted Security
 Interests. 

 
	
  

 	
  

 	
  

 
	
 17.19.2

 	
  

 	
 None of
 the Borrowers has any other Financial Indebtedness outstanding in breach of
 this Agreement. 

 


43









	
  

 	
  

 	
  

 	
  

 
	
 17.20

 	
  

 	
 Legal and beneficial ownership 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of
 the Borrowers 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 each Borrower are fully paid and not subject to any option to
 purchase or similar rights. The Constitutional Documents of each 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
 each 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 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 Charter Document or Building Contract
 Document 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Owner
 (so far as the Borrowers are aware) nor 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. 

 


44









	
  

 	
  

 	
  

 	
  

 
	
 17.27

 	
  

 	
 Ship status 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Ship will on the first day of the relevant Mortgage Period be: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 registered
 provisionally in the name of the relevant Owner 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Ship shall on the first day of the relevant Mortgage Period, or such other
 approved time: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 be free
 of any charter commitment other than the relevant Charter.

 
	
  

 	
  

 	
  

 	
  

 
	
 17.29

 	
  

 	
 Address commission

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 There
 are no rebates, commissions or other payments in connection with any Building
 Contract, any Charter or any Replacement Charter other than those referred to
 in it and as disclosed by the Borrowers to and approved by the Agent on the
 date of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 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 disclosed to, and approved by, the Agent. 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.31

 	
  

 	
 No money laundering 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
relation to the borrowing by the Borrowers of the Loan, the performance and
discharge of their obligations and liabilities under the Finance Documents
and the transactions and other arrangements effected or contemplated by this
Agreement, each of the Borrowers is acting for its own account and the
foregoing will not involve or lead to a contravention of any law, official
requirement or other regulatory measure or procedure which has been
implemented by any relevant regulatory authority or otherwise to combat money
laundering (as defined in Article 1 of the Directive (2005/60/EC) of the
European Parliament and of the Council).  

 
	
  

 	
  

 	
  

 	
  

 
	
 17.32

 	
  

 	
 Times when representations are made 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.32.1

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 17.32.2

 	
  

 	
 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. 

 


45









	
  

 	
  

 	
  

 	
  

 
	
 17.32.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 17.32.4

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Borrower undertakes that this clause 18 will remain in force during the
 Facility Period. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this
 clause 18: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Half-Yearly Financial Statements” means
 the financial statements for a financial half year to 30 June of the relevant
 year of a Group, the Borrowers, each of the Guarantors and each of the
 Counter Guarantors delivered pursuant to clause 18.1.2. 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Financial statements 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.1.1

 	
  

 	
 The
 Borrowers 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 year: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 audited consolidated financial statements of each Group for that financial
 year (the first of such statements being for the financial year ending 31
 December 2011); and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the
 audited financial statements (consolidated if appropriate) of the Borrowers
 and each of the Guarantors for that financial year (the first of such
 statements being for the financial year ending 31 December 2011). 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.1.2

 	
  

 	
 Each
 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 each Group, the Borrowers, the Guarantors and the Counter Guarantors for
 that financial half year (the first such financial statements in respect of
 the Counter Guarantor being for the half year ended as of 30 June 2012) for
 that financial half-year. 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Requirements as to financial statements 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 in the
 case of Annual Financial Statements, not be the subject of any qualification
 in the Auditors’ opinion. 

 


46









	
  

 	
  

 	
  

 	
  

 
	
 18.2.3

 	
  

 	
 The
 Borrowers 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 Borrowers notify 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 each of the
 Counter Guarantees (Financial covenants)
 and clause 5 (Financial covenants)
 of the GasLog Guarantee 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

 	
  

 	
 Year-end 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 18.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Information: miscellaneous 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers 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 (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 (other than STSCL) (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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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,
 commitments, assets and operations of the Borrowers, the Guarantors and the
 Manager as any Finance Party through the Agent may reasonably request; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 Notification of Default

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


47









	
  

 	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Sufficient copies 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers, 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 and the Hedging Providers. 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
  “Know your customer” checks 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.7.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 obliges
 the Agent, the relevant Hedging Provider, or any Lender (or, in the case of
 paragraph (c) above, any prospective new Lender or Hedging Provider) 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 or
 any Hedging Provider 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 Hedging Provider) or any Lender or any Hedging
 Provider (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 the relevant Hedging Provider or, in the case of the event
 described in paragraph (c) above, any prospective new Lender or Hedging
 Provider 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 18.7.2

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 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, 

 


48









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 and the Manager 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 and the Manager 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
 if there is an IPO or as otherwise 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 Obligors and the Manager from that carried on at the date of
 this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.6

 	
  

 	
 Merger 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except
 if there is an IPO or as otherwise approved, no Obligor or Manager will enter
 into any amalgamation, demerger, merger, consolidation or corporate
 reconstruction. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.7

 	
  

 	
 Other Finance Arrangements 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 Obligor or Manager (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 as notified to, and approved by, the Agent. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 

 


49









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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 Guarantees and Counter Guarantees 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 Guarantees and
 the Counter Guarantees 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 Borrower or Guarantor 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 19.11

 	
  

 	
 Pari passu 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor and the Manager 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 Financial Indebtedness
 with the exception of any obligations which are mandatorily preferred by law
 and not by contract. 

 
	
  

 	
  

 	
  

 	
  

 
	
 19.12

 	
  

 	
 Excess Cash recapture 

 
	
  

 	
  

 	
  

 	
  

 
	
 19.12.1

 	
  

 	
 In the event that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 Charterer of a Ship at any time advises an Owner under a Charter or a
 Replacement Charter that it will not exercise its option to extend the
 Charter or, as the case may be, the Replacement Charter of that Ship for the
 First Option Period (as defined in the relevant Charter or, as the case may
 be, relevant Replacement Charter); or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 that
 Charterer has not, on or before the date falling 18 months prior to the
 expiry of the Charter or the Replacement Charter of that Ship by effluxion of
 time, exercised its 

 


50









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 option
 to extend the relevant Charter or the relevant Replacement Charter for the
 First Option Period (as defined in that Charter or, as the case may be,
 Replacement Charter), 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 then, on
 or shortly after each Excess Cash Calculation Period, the Agent shall
 calculate the Excess Cash for that Excess Cash Calculation Period. The Agent
 shall make such calculation by reference to any information, documents, facts
 or data available to the Agent at that time, whether pursuant to the
 provisions of the Finance Documents or otherwise. If the Agent determines
 that the Excess Cash for an Excess Cash Calculation Period is a positive
 figure it will notify the Lenders and the Borrowers thereof and of the amount
 of such Excess Cash. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.2

 	
  

 	
 Forthwith
 after the Agent’s notification of positive excess cash in respect of an
 Excess Cash Calculation Period, the relevant Owner will pay to the Reserve
 Account (whether by transferring funds from the Revenue Account or otherwise)
 an amount equal to 90% of the Excess Cash for that Excess Cash Calculation
 Period and each of the Borrowers hereby authorises the Agent to instruct the
 Account Bank to effect any such transfer from the Revenue Account if that
 Owner fails to make such payment or transfer from the Revenue Account on the
 due date, it being understood and agreed that the Agent, the Lenders and the
 Account Bank shall be entitled (but not obliged) to effect any such transfer.
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13

 	
  

 	
 IPO 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.1

 	
  

 	
 The
 Borrowers undertake that (a) no Default has occurred at the time when the IPO
 commences and when such IPO is completed and (b) following completion of an
 IPO, no IPO Change of Control will occur. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.2

 	
  

 	
 If an
 IPO has been completed, then: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 Finance Parties agree that, within 90 days after the Borrowers have notified
 the Agent that such IPO has been completed, they will instruct the Security
 Agent to, and the Security Agent will, release each of the Counter Guarantors
 from its obligations under its respective Counter Guarantees; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the
Finance Parties will agree to enter into amendments to the Finance Documents
(including a supplemental agreement to this Agreement and the Guarantees
amending such terms as may be required, including, for the avoidance of
doubt, the definition of Group in clause 1.1), in such form and substance as
may be required by the Agent and at the cost and expense of the Borrowers,
which will effect and implement (inter alia) the following changes to the
Finance Documents:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Maximum
 Leverage (as defined in the GasLog Guarantee) required under the GasLog
 Guarantee shall be reduced to 65%; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Market
 Adjusted Net Worth (as defined in the GasLog Guarantee) required under the
 GasLog Guarantee shall be increased to $350,000,000; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 the restrictions
 on the payment of dividends by GasLog will be amended such that GasLog will
 be entitled to declare or pay dividends to its shareholders in respect of a
 financial year, at any time if: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 it holds
 Cash and Cash Equivalents of at least 4% of Total Indebtedness (each such
 term as defined in the GasLog Guarantee); and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 no
 Default shall have occurred at the time of declaration or payment of such
 dividends nor would occur as a result of the declaration or payment of such dividends.
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Dealings with
 Ship 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Borrower undertakes that this clause 20 will be complied with in relation to
 each Ship throughout the relevant Ship’s Mortgage Period. 

 


51









	
  

 	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 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 of the Ship and 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.2

 	
  

 	
 Sale or other disposal of Ship 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 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). 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Copy of Mortgage on board 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A
 properly certified copy of the Ship’s 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.5

 	
  

 	
 Notice of Mortgage 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A framed
 printed notice of the relevant 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Conveyance on default 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


52









	
  

 	
  

 	
  

 	
  

 
	
 20.7

 	
  

 	
 Chartering 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except
 with approval, the relevant
 Owner shall not enter into any charter commitment for the Ship (except for
 the Ship’s Charter or Replacement 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 12 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.8

 	
  

 	
 Sharing of Earnings 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 20.9

 	
  

 	
 Payment of Earnings 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 relevant Owner’s Earnings from the Ship shall be paid in the way required by
 the Ship’s Deed of Covenant and the Ship’s 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 Ship’s Deed of Covenant and the Ship’s Charter Assignment. 

 
	
  

 	
  

 	
  

 	
  

 
	
 20.10

 	
  

 	
 Variations 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except
 with approval: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 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); and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 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 or, as the case may be, the Replacement Charter). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 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 Delivery Price. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 Condition and
 operation of Ship 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Borrower undertakes that this clause 21 will be complied with in relation to
 each Ship throughout the relevant Ship’s Mortgage Period. 

 


53









	
  

 	
  

 	
  

 
	
 21.1

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 21.2

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 21.3

 	
  

 	
 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
 relevant Owner free of any Security Interest except under the Security
 Documents). 

 
	
  

 	
  

 	
  

 
	
 21.4

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Maintenance of class; compliance with laws 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship’s class shall be the relevant Classification with the relevant
 Classification Society and neither its Classification nor its 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. 

 
	
  

 	
  

 	
  

 
	
 21.6

 	
  

 	
 Surveys 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.7

 	
  

 	
 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 relevant Owner and without hindering the Ship’s operations or its
 employment, 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). The
 relevant Owner shall bear and reimburse to the Agent, where incurred by the
 Agent, all costs and expenses of any such inspection. 

 
	
  

 	
  

 	
  

 
	
 21.8

 	
  

 	
 Prevention of arrest 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All
 debts, damages, liabilities and outgoings (due and payable and not contested
 by relevant Owner 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. 

 
	
  

 	
  

 	
  

 
	
 21.9

 	
  

 	
 Release from arrest 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 relevant Owner 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 

 


54









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.10

 	
  

 	
 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 Borrower, GasLog or any Manager, provided
 that any information so requested and supplied which pertains to the relevant
 Charter or the relevant Replacement Charter shall be held by the Agent and
 the other Finance Parties on a confidential basis. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.11

 	
  

 	
 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 for such Ship; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 Ship’s 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.12

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.13

 	
  

 	
 Evidence of payments 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent shall be allowed proper and reasonable access, subject to prior written
 notice and provided that the operations of the relevant Owner 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.14

 	
  

 	
 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 

 


55









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Amount
 for such Ship unless the relevant Owner has established to the reasonable
 satisfaction of the Agent that it has sufficient reserves to pay for the cost
 of such work. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.15

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.16

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.17

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 21.18

 	
  

 	
 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, subject to any
 requirements of the Ship’s insurers necessary to ensure that the Ship remains
 properly insured and complies with any requirements (including any
 requirement for the payment of extra insurance premiums) which the insurers
 specify. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 Insurance 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Borrower undertakes that this clause 22 shall be complied with in relation to
 each Ship and its Insurances throughout the Mortgage Period. 

 


56









	
  

 	
  

 	
  

 	
  

 
	
 22.1

 	
  

 	
 Insurance terms 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this
 clause 22: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “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 22.2(a). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “minimum hull cover” means, in relation to
 a Ship, an amount, which when aggregated with the insured amounts of each of
 the other Ships that have been delivered, is equal at the relevant time to
 the higher of (a) the aggregate Security Value of the Ships as most recently
 determined in accordance with clause 23 (Minimum
 Security Value) and (b) 120% of the aggregate of the Loan and the
 Hedging Exposure at such time. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “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). 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.2

 	
  

 	
 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 80% of the agreed
 insurable 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 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 on terms
 which comply with the other provisions of this clause 22. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.3

 	
  

 	
 Placing of cover 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 insurance coverage required by clause 22.2 (Coverage
 required) shall be: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in the
 name of the Ship’s Owner 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); 

 


57









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if the
 Agent so requests, in the joint names of the Ship’s Owner 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.4

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 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 and the other Ships 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 120% 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). 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.6

 	
  

 	
 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 (other than the other Borrowers’ Ships); 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 and any other Ship is
 provided under a separate policy from any other vessels. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.7

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.8

 	
  

 	
 Details of proposed renewal of Insurances 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 At least
 14 days before any of the Ship’s 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 Ship’s Insurances are proposed to be renewed. 

 


58









	
  

 	
  

 	
  

 	
  

 
	
 22.9

 	
  

 	
 Instructions for renewal 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 At least
 seven days before any of the Ship’s 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.10

 	
  

 	
 Confirmation of renewal 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship’s Insurances shall be renewed upon their expiry in a manner and on terms
 which comply with this clause 22 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.11

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.12

 	
  

 	
 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 Ship’s Insurances as soon as they are available after
 they have been placed or renewed and all insurance policies and other
 documents relating to the Ship’s Insurances shall be deposited with any
 approved brokers or (if not deposited with approved brokers) the Agent or
 some other approved person. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.13

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.14

 	
  

 	
 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 its Owner and, unless otherwise approved, each other
 person assured under the relevant cover (other than the Security Agent if it
 is itself an assured). 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.15

 	
  

 	
 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 Ship’s Insurances as soon as they are
 available. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.16

 	
  

 	
 Qualifications and exclusions 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 22.17

 	
  

 	
 Independent report 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the
 Agent asks the Borrowers for a detailed report from an approved independent
 firm of marine insurance brokers giving their opinion on the adequacy of the
 Ship’s Insurances then the Agent shall be provided promptly with such a
 report at no cost to the Agent or (if the Agent 

 


59









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 obtains
 such a report itself) the Borrowers shall reimburse the Agent for the cost of
 obtaining that report. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.18

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.19

 	
  

 	
 Employment of Ship 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship
 shall only be employed or operated in conformity with the terms of the Ship’s
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.20

 	
  

 	
 Declarations and returns 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any
 of the Ship’s 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.21

 	
  

 	
 Application of recoveries 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All sums
 paid under the Ship’s 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 22.22

 	
  

 	
 Settlement of claims 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
  

 	
 Minimum security
 value 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Borrower undertakes that this clause 23 will be
complied with throughout the Facility Period.  

 
	
  

 	
  

 	
  

 	
  

 
	
 23.1

 	
  

 	
 Valuation of assets 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the
 purpose of the Finance Documents, the value at any time of any Ship or any
 other asset over which additional security is provided under this clause 23
 will be its value as most recently determined in accordance with this clause
 23. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.2

 	
  

 	
 Valuation frequency 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Valuations
 of each Ship and each such other asset shall be addressed to the Agent (and
 for the benefit of the other Finance Parties) and in accordance with this
 clause 23 shall be obtained by the Agent on or prior to making available the
 Advance for that Ship, and thereafter at any time. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.3

 	
  

 	
 Expenses of valuation 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers shall bear, and reimburse to the Agent where incurred by the Agent,
 all costs and expenses of providing one valuation per annum unless and until
 a Default which is continuing shall occur, whereupon all costs and expenses
 of all valuations shall be payable by the relevant Owner. 

 


60









	
  

 	
  

 	
  

 	
  

 
	
 23.4

 	
  

 	
 Valuations procedure 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 value of any Ship shall be determined in accordance with, and by valuers
 approved and appointed in accordance with, this clause 23. Additional
 security provided under this clause 23 shall be valued in such a way, on such
 a basis and by such persons (including the Agent itself) as may be approved. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.5

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.6

 	
  

 	
 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; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 23.7

 	
  

 	
 Information required for valuation 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 23.8

 	
  

 	
 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 Inc.,
 Fearnleys AS, Simpson, Spence & Young Limited and Braemar Seascope
 Limited). The Agent may from time to time notify the Borrowers of approval of
 one or more independent ship brokers as valuers for the purposes of this
 clause 23. The Agent shall respond promptly to any request by the Borrowers
 for approval of a broker nominated by the Borrowers. The Agent may at any
 time by notice to the Borrowers 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 23, the Agent shall promptly notify the Borrowers
 of the names of at least three valuers which are approved. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.9

 	
  

 	
 Appointment of valuers 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 When a
 valuation is required for the purposes of this clause 23, the Agent or, if so
 approved at that time, the Borrowers shall promptly appoint approved valuers
 to provide such a valuation. If the Borrowers are approved to appoint valuers
 but fail to do so promptly, the Agent may appoint approved valuers to provide
 that valuation. 

 
	
  

 	
  

 	
  

 	
  

 
	
 23.10

 	
  

 	
 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 Borrowers. If the Borrowers fail
 promptly to nominate a second valuer then the Agent may nominate the second
 valuer. 

 


61







	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.11

 	
  

 	
 Differences in valuations 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.12

 	
  

 	
 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
 Borrowers require such deficiency be remedied. The Borrowers shall then
 within 14 Business Days of receipt of such notice ensure that the Security
 Value equals or exceeds the Minimum Value. For this purpose, the Borrowers
 may: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 provide additional security over other approved assets by the Lenders
 in accordance with this clause 23; 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.13

 	
  

 	
 Creation of additional security 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The value of any additional security which the Borrowers offer 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: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.14

 	
  

 	
 Security release 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Security Value shall at any time exceed the Minimum Value, and
 the Borrowers shall previously have provided further security to the Security
 Agent pursuant to clause 23.12 (Security
 Shortfall), the Security Agent shall, as soon as reasonably
 practicable after notice from the Borrowers 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 Borrowers provided that the Agent is
 satisfied that, immediately following such release, the Security Value will
 equal or exceed the Minimum Value and no other Event of Default shall have
 occurred and be continuing. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Chartering
 undertakings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Borrower undertakes that this clause 24 will be complied with in
 relation to each Ship and its Charter Documents throughout the relevant
 Ship’s Mortgage Period. 

 


62









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.1

 	
  

 	
 Charter Documents 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The relevant Owner shall enter into the relevant Charter Documents
 for the relevant Ship at least 60 days prior to the Scheduled delivery date
 (as set out in Schedule 2 (Ship
 Information), in the case of a Charter, at the Charter Rates (as
 set out in Schedule 2 (Ship Information))
 and in the case of a Replacement Charter, at the approved charter rates as
 set out in such Replacement Charter, and in an approved form and shall
 provide a copy of the relevant Charter Documents certified to be a true copy
 of the original. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.2

 	
  

 	
 Charter assignment etc 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Following receipt of the relevant Charter Documents pursuant to
 clause 24.1 (Charter Documents),
 no later than 30 days prior to the Scheduled delivery date (as set out in
 Schedule 2 (Ship Information))
 of the relevant Ship, the relevant Owner shall: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.2.1

 	
  

 	
 enter into a Charter Assignment in favour of the Security Agent; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.2.2

 	
  

 	
 give notice of assignment of the Charter Documents to the other
 parties to them in the form specified in the Charter Assignment and procure a
 copy of that notice acknowledged by each addressee in the form specified in
 the relevant Ship’s Charter Assignment for the Agent; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.2.3

 	
  

 	
 procure that the relevant Charterer shall execute a Quiet Enjoyment
 Agreement to be entered into between the relevant Charterer and the Security
 Agent. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.3

 	
  

 	
 Variations 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval (not to be unreasonably withheld or 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). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.4

 	
  

 	
 Releases and waivers 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, there shall be no release by the relevant Owner
 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.5

 	
  

 	
 Termination by Owner 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.6

 	
  

 	
 Charter performance 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.7

 	
  

 	
 Payment of Charter Earnings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.8

 	
  

 	
 Substitution of Charter by a bareboat
 charter 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If pursuant to the provisions of the relevant Charter, the relevant
 Charterer elects to convert that Charter to a bareboat charter to be made
 between the Charterer and the relevant Owner in relation to that Ship (for
 the purposes of this clause 24.8 the Bareboat
 Charter), then the relevant Owner shall, at its own cost and
 expense: 

 


63









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.8.1

 	
  

 	
 enter into such Bareboat Charter or deliver possession of the
 relevant Ship to the relevant Charterer under such Bareboat Charter only
 after its terms have been approved; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.8.2

 	
  

 	
 assign in favour of the Security Agent all its rights under the
 executed Bareboat Charter, such assignment to be in such form as the Agent
 may in its sole discretion require; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.8.3

 	
  

 	
 execute, or procure the execution by itself, the relevant Charterer
 and/or any other Obligor of, any agreements (supplemental or otherwise),
 documents or instruments that the Agent may require in connection with the
 Bareboat Charter, this Agreement or any of the other Security Documents
 including, without limitation, a tripartite deed of assignment (including an
 assignment of the Charterer’s insurances) in favour of the Security Agent. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25

 	
  

 	
 Bank accounts 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.1

 	
  

 	
 Revenue Account 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.1.1

 	
  

 	
 Each 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.1.2

 	
  

 	
 The Earnings of the Ships and
 all moneys payable to the Owner of a Ship under the Ship’s Insurances and any
 net amount payable to the Borrowers under any Hedging Contract shall be paid
 by the persons from whom they are due to the relevant Revenue Account for
 that Borrower unless required to be paid to the Security Agent under the
 relevant Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.1.3

 	
  

 	
 No Borrower shall withdraw amounts standing to the credit of a
 Revenue Account except as permitted by clause 25.1.4. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.1.4

 	
  

 	
 If there is no Event of Default which is continuing and subject to
 the further condition set out at the end of this clause 25.1.4, the relevant
 Account Holder(s) may 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 Hire Rate (Opex) (as defined in the relevant
 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) or payments under
 Hedging Contracts attributable to the partial unwinding of any Hedging
 Contracts pursuant to clause 27.2 (Unwinding
 of Hedging Contracts) and any payments into the Reserve Account as
 and when they may be required under this Agreement; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 payments then due under Hedging Contracts or other Treasury
 Transactions entered into to protect against fluctuations in the rate of
 interest payable under the relevant Finance Documents; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 payments to a Retention Account required to comply with clause 25.2 (Retention Account); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 payments to another Revenue Account; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 payments to a Reserve Account; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 any payments by the Borrowers which are not prohibited under, and
 always subject to, the terms of this Agreement or other Security Documents, 

 


64









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 PROVIDED ALWAYS THAT the Account Holder(s) shall ensure that, in
 respect of each Ship, there is at all times after the relevant Delivery Date,
 a minimum of $1,500,000 maintained in each of the relevant Revenue Accounts
 relating to such Ships. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2

 	
  

 	
 Retention Account 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.1

 	
  

 	
 The Borrowers shall jointly be the holders 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 Borrowers and the
Lenders.  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.2

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.3

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.4

 	
  

 	
 The relevant Account Holder(s) shall not withdraw amounts standing to
 the credit of the Retention Account except as permitted by clause 25.2.5. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.5

 	
  

 	
 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
 25.2.2 at that time, the relevant Account Holder(s) 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 a Reserve Account of any amount by which the balance on
 the Retention Account exceeds that minimum amount.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.3

 	
  

 	
 Reserve Account 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.3.1

 	
  

 	
 A Borrower or some or all of the Borrowers jointly 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.  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.3.2

 	
  

 	
 Unless and until an Event of Default has occurred which is
 continuing, the relevant Account Holder(s) shall be entitled to withdraw any
 or all amounts standing to the credit of a Reserve Account: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 if approved; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if the relevant Charter or Replacement Charter is extended for a
 period of not less than 5 years in accordance with clause 6.9 of the time
 charter of that Charter or the relevant clause of that Replacement Charter,
 as the case may be, and subject always to clause 28.22 (Charter termination); or 

 


65









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4

 	
  

 	
 Other
 provisions 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.1

 	
  

 	
 An Account may
 only be designated for the purposes described in this clause 25 if: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 such designation
 is made in writing by the Agent and acknowledged by the Borrowers and
 specifies the names and addresses of the Account Bank, the Account Holder(s)
 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 relevant Account
 Holder(s) 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.3

 	
  

 	
 The relevant
 Account Holder(s) 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 25 or waive any of its rights in relation to an Account except
 with approval. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.4

 	
  

 	
 The relevant
 Account Holder(s) 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.5

 	
  

 	
 Each of the Agent
 and the Security Agent 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 Business restrictions 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as
 otherwise approved, each Borrower undertakes that this clause 26 will be
 complied with by and in respect of each Obligor and their Affiliates (to the
 extent applicable) throughout the Facility Period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.1

 	
  

 	
 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,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.2

 	
  

 	
 Transactions
 similar to security 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Without prejudice
 to clauses 26.3 (Financial Indebtedness) and 26.6 (Disposals)), the Borrower shall not: 

 


66









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 26.6 (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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.3

 	
  

 	
 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 and
 Hedging Contracts for Hedging Transactions entered into pursuant to clause
 27.1 (Hedging); 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Financial Indebtedness permitted under clause 26.4 (Guarantees). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.4

 	
  

 	
 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 any 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
 26.3 (Financial Indebtedness). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.5

 	
  

 	
 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 26 (Business restrictions). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.6

 	
  

 	
 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 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; 

 


67









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 disposals of obsolete assets, or assets which are no longer required
 for the purpose of the business of any 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.7

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.8

 	
  

 	
 Subsidiaries 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.9

 	
  

 	
 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 Finance Documents or Charter Documents to which it is
 party. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.10

 	
  

 	
 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 unless as permitted
 pursuant to clause 26.11 (Distributions
 and other payments). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.11

 	
  

 	
 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 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 no Default is continuing. 

 


68









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27

 	
  

 	
 Hedging Contracts
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1

 	
  

 	
 Hedging 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.1

 	
  

 	
 The Borrowers may enter into and maintain at all times Hedging
 Transactions which provide for protection against adverse movements in interest
 rates for an aggregate notional principal amount that does not exceed the
 Loan as then scheduled to be repaid pursuant to clause 6.2. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.2

 	
  

 	
 The interest rate swaps contemplated by clause 27.1.1 shall
 collectively: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 provide for the Borrowers to pay a fixed or capped rate of interest
 in respect of the relevant notional principal amount; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 match the repayment profile of the Loan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.3

 	
  

 	
 The Borrowers shall ensure that each due date for value in respect of
 each Hedging Transaction shall coincide with the last day of an Interest
 Period and that interest continues to be paid on the last day of each
 Interest Period. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.4

 	
  

 	
 The Borrowers shall, promptly upon entry into of any Confirmation
 under a Hedging Contract, deliver to the Agent an original or certified copy
 of such Confirmation. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.5

 	
  

 	
 Other than Hedging Transactions which meet the requirements of this
 clause 27.1, the Borrowers shall not enter into Treasury Transactions, except
 with approval. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.6

 	
  

 	
 If, at any time during the Facility Period, the Borrowers wish to
 enter into any Treasury Transaction so as to hedge all or any part of their
 exposure under this Agreement to interest rate fluctuations, it shall advise
 the Agent in writing. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.7

 	
  

 	
 Any such Treasury Transaction shall be concluded with a Hedging
 Provider on the terms of the Hedging Master Agreement with that Hedging
 Provider but (except with the approval of the Majority Lenders) no such
 Treasury Transaction shall be concluded unless: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 its purpose is to hedge the Borrowers’ interest rate risk in relation
 to borrowings under this Agreement for a period expiring no later than the
 Final Repayment Date; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 its notional principal amount, when aggregated with the notional
 principal amount of any other continuing Hedging Contracts, does not and will
 not exceed the Loan as then scheduled to be repaid pursuant to clause 6.2;
 and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 it is approved. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.8

 	
  

 	
 If and when any such Treasury Transaction has been concluded, it
 shall constitute a Hedging Contract for the purposes of the Finance
 Documents. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.2

 	
  

 	
 Unwinding of Hedging Contracts 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, at any time, and whether as a result of any prepayment (in whole
 or in part) of the Loan or any cancellation (in whole or in part) of any
 Commitment or otherwise, the aggregate notional principal amount under all
 Hedging Transactions in respect of the Loan entered into by the Borrowers
 exceeds or will exceed the amount of the Loan after such prepayment or
 cancellation, then (unless otherwise approved by the Majority Lenders) the
 Borrowers shall immediately close out and terminate sufficient Hedging
 Transactions as are necessary to ensure that the aggregate notional principal
 amount under the remaining continuing Hedging Transactions is not greater
 than and will in the future not be greater than, the amount of the Loan at
 that time and as scheduled to be repaid from time to time thereafter pursuant
 to clause 6.2.

 


69









	
  

 	
  

 	
  

 
	
 27.3

 	
  

 	
 Assignment of Hedging Contracts by
 Borrowers 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval or pursuant to the Hedging Contract Security,
 the Borrowers shall not assign or otherwise dispose of, or create Security
 Interests over or in relation to, its rights under any Hedging Contract. 

 
	
  

 	
  

 	
  

 
	
 27.4

 	
  

 	
 Termination of Hedging Contracts by
 Borrowers 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Following the occurrence of an Event of Default, except with
 approval, the Borrowers shall not terminate or rescind any Hedging Contract
 or close out or unwind any Hedging Transaction for any reason whatsoever
 except in accordance with clause 27.2 (Unwinding
 of Hedging Contracts). 

 
	
  

 	
  

 	
  

 
	
 27.5

 	
  

 	
 Definition of Loan 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the purposes of this clause 27 only, the definition of Loan shall
 mean: 

 
	
  

 	
  

 	
  

 
	
 27.5.1

 	
  

 	
 prior to first Utilisation, the aggregate principal amount of the
 Ship Commitments for the Ships; 

 
	
  

 	
  

 	
  

 
	
 27.5.2

 	
  

 	
 after first Utilisation but prior to delivery of all the Ships, the
 aggregate principal amount of (a) the Ship Commitments for any Ships not yet
 delivered and (b) the Loan; and 

 
	
  

 	
  

 	
  

 
	
 27.5.3

 	
  

 	
 after final Utilisation, the principal amount of the Loan. 

 
	
  

 	
  

 	
  

 
	
 28

 	
  

 	
 Events of Default
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the events or circumstances set out in clauses 28.1 to 28.22
 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

 	
  

 	
 Hedging Contracts

 
	
  

 	
  

 	
  

 
	
 28.2.1

 	
  

 	
 An Event of Default or Potential Event of Default (in each case as
 defined in any Hedging Master Agreement) has occurred and is continuing under
 any Hedging Contract. 

 
	
  

 	
  

 	
  

 
	
 28.2.2

 	
  

 	
 An Early Termination Date (as defined in the Hedging Master
 Agreements) has occurred or been or become capable of being effectively
 designated under any Hedging Contract. 

 
	
  

 	
  

 	
  

 
	
 28.2.3

 	
  

 	
 A person entitled to do so gives notice of such an Early Termination
 Date under any Hedging Contract except with approval or as may be required by
 clause 27.2 (Unwinding of Hedging
 Contracts). 

 
	
  

 	
  

 	
  

 
	
 28.2.4

 	
  

 	
 Following the occurrence of an Event of Default, any Hedging Contract
 is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases
 to remain in full force and effect for any reason except with approval or as
 may be required by clause 27.2 (Unwinding
 of Hedging Contracts). 

 
	
  

 	
  

 	
  

 
	
 28.3

 	
  

 	
 Value of security 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrowers do not comply with clause 23 (Minimum security value). 

 


70









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.4

 	
  

 	
 Insurance 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.4.1

 	
  

 	
 The Insurances of any Ship are not placed and kept in force in the
 manner required by clause 22 (Insurance).
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.4.2

 	
  

 	
 Any insurer either: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 cancels any such Insurances and such Insurances are not immediately
 replaced by the Borrowers 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.5

 	
  

 	
 Other obligations 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.5.1

 	
  

 	
 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 (Hedging Contracts), 28.3 (Value of security) and 28.4 (Insurance)). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.5.2

 	
  

 	
 No Event of Default under clause 28.5.1 above will occur if the Agent
 (acting on the instructions of the Lenders) considers that the failure to
 comply is capable of remedy (including by way of the excess cash capture
 provisions pursuant to clause 19.12 (Excess
 Cash recapture)) and the failure is remedied within ten Business
 Days of the Agent giving notice to the Borrowers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.6

 	
  

 	
 Financial Covenants 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Guarantor or a Counter Guarantor does not comply with any financial
 covenant pursuant to clause 5 of the GasLog Guarantee (Financial covenants) or, as the case may
 be, clause 5 of a Counter Guarantee (Financial
 covenants) or makes or is deemed to have made a representation or
 statement pursuant to clause 5 of the GasLog Guarantee (Financial covenants) or, as the case may
 be, clause 5 of a Counter Guarantee (Financial
 covenants), which is or proves to have been incorrect or
 misleading in any material respect when made or deemed to be made. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.7

 	
  

 	
 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 is or
 proves to have been incorrect or misleading in any material respect when made
 or deemed to be made. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8

 	
  

 	
 Cross default 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.2

 	
  

 	
 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). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.3

 	
  

 	
 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). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.4

 	
  

 	
 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). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.5

 	
  

 	
 No Event of Default will occur under this clause 28.8 if the
 aggregate amount of Financial Indebtedness falling within clauses 28.8.1 to
 28.8.4 above is less than $5,000,000 in respect of each of the Counter
 Guarantors and the Guarantors and/or less than $1,000,000 in respect of any
 other Obligor. 

 


71









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.9

 	
  

 	
 Insolvency 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.9.1

 	
  

 	
 An Obligor 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.9.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.9.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.10

 	
  

 	
 Insolvency proceedings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.10.1

 	
  

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a composition, compromise, assignment or arrangement with any
 creditor of any Obligor; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the appointment of a liquidator, receiver, administrator,
 administrative receiver, compulsory manager or other similar officer in
 respect of any Obligor or any of its assets (including the directors of any
 Obligor 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 any analogous procedure or step is taken in any jurisdiction. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.10.2

 	
  

 	
 Clause 28.10.1 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.11

 	
  

 	
 Creditors’ process 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.11.1

 	
  

 	
 Any expropriation, attachment, sequestration, distress, execution or
 analogous process affects any asset or assets of any Obligor (having an
 aggregate value equal to or in excess of $5,000,000 in respect of the Counter
 Guarantors and the Guarantors and $1,000,000 in respect of any other Obligor)
 and is not discharged within seven days. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.11.2

 	
  

 	
 Any judgment or order (for an amount in excess of $5,000,000 in
 respect of the Counter Guarantors and the Guarantors and $1,000,000 in
 respect of any other Obligor) is made against any Obligor and is not stayed
 or complied with within thirty days. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.12

 	
  

 	
 Unlawfulness and invalidity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.12.1

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.12.2

 	
  

 	
 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. 

 


72









	
  

 	
  

 	
  

 
	
 28.12.3

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 28.12.4

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 28.13

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 28.14

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 28.15

 	
  

 	
 Repudiation and rescission of Finance
 Documents 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.16

 	
  

 	
 Litigation 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any litigation, alternative dispute resolution, arbitration or
 administrative proceeding is taking place 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. 

 
	
  

 	
  

 	
  

 
	
 28.17

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 28.18

 	
  

 	
 Security enforceable 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.19

 	
  

 	
 Arrest of Ship 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any 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 relevant Owner fails to procure the
 release of such Ship within a period of 15 days thereafter (or such longer
 period as may be approved). 

 
	
  

 	
  

 	
  

 
	
 28.20

 	
  

 	
 Ship registration 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.21

 	
  

 	
 Political risk 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Flag State of any Ship 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 such Relevant 

 


73









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Jurisdiction by unconstitutional means if, in any such case, such
 event, in the reasonable opinion of the Agent (acting on the instructions of
 the Lenders), 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
 Borrowers. 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.22

 	
  

 	
 Charter termination 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the Charter or Replacement Charter of a Ship is
 cancelled or rescinded or (except as a result of the Ship being a Total Loss)
 frustrated or a Ship is withdrawn from service under the Charter or, as the
 case may be, the Replacement Charter, before the time the relevant Charter or
 relevant Replacement Charter was scheduled to expire, or a Ship is not
 delivered and accepted for service under the relevant Time Charter (as
 defined in Schedule 2 (Ship Information)
 within five days after completion of discharge of the relevant Ship’s cargo
 following its first maiden voyage under the relevant Maiden Voyage Charter
 (as defined in Schedule 2) provided however that no Event of Default shall
 occur under this clause if within 30 days of such cancellation, rescission,
 frustration or withdrawal the Borrowers shall have paid the sum of
 $20,000,000 to the Reserve Account pursuant to clause 24.5(Termination by Owner) which sum may,
 notwithstanding clause 25.3 (Reserve
 Account), only be released if approved or if: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 at any time after such cancellation, rescission, frustration or
 withdrawal, the relevant Owner shall have entered into a Replacement Charter;
 and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the relevant Owner has executed a Security Interest in respect of
 such Replacement Charter in an approved form and delivered to the Agent any
 conditions precedent of the nature described in Schedule 3 (Conditions precedent) as required by the
 Agent. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the avoidance of doubt, the Borrowers shall not be entitled to
 pay the sum of $20,000,000 to the Reserve Account as set out above in the
 case of a Ship not being delivered and accepted for service under the
 relevant Time Charter (as defined in Schedule 2 (Ship Information) within five days after completion of
 discharge of the relevant Ship’s cargo following its first maiden voyage
 under the relevant Maiden Voyage Charter (as defined in Schedule 2). 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.23

 	
  

 	
 Change of Control 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.23.1

 	
  

 	
 Before an IPO has been completed, a Change of Control occurs. 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.23.2

 	
  

 	
 After an IPO has been completed, an IPO Change of Control occurs and
 the Borrowers fail to prepay the Loan in full and all other amounts accrued
 or outstanding under the Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.23.3

 	
  

 	
 At any time:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any Borrower ceases to be a wholly-owned subsidiary of GasLog
 Carriers; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 GasLog Carriers ceases to be a wholly-owned subsidiary of GasLog. 

 
	
  

 	
  

 	
  

 	
  

 
	
 28.24

 	
  

 	
 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 Borrowers: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 

 


74









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 and/or any other beneficiary of
 the Security Documents to exercise any or all of its rights, remedies, powers
 or discretions under the Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29

 	
  

 	
 Position of
 Hedging Providers 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1

 	
  

 	
 Rights of Hedging Providers

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1.1

 	
  

 	
 Each Hedging Provider is a Finance Party and as such, will be
 entitled to share in the security constituted by the Security Documents in
 respect of any liabilities of the Borrowers under the Hedging Contracts with
 such Hedging Provider in the manner and to the extent contemplated by the
 Finance Documents. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1.2

 	
  

 	
 If a Borrower wishes to enter into a Treasury Transaction, each
 Hedging Provider shall have the right to participate in any proposed Treasury
 Transaction on an equal basis. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.2

 	
  

 	
 No voting rights 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Hedging Provider shall be entitled to vote on any matter where a
 decision of the Lenders alone is required under this Agreement, whether
 before or after the termination or close out of the Hedging Contracts with
 such Hedging Provider, provided that each Hedging Provider shall be entitled
 to vote on any matter where a decision of all the Finance Parties is
 expressly required. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.3

 	
  

 	
 Acceleration and enforcement of security 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Neither the Agent nor the Security Agent nor any other beneficiary of
 the Security Documents shall be obliged, in connection with any action taken
 or proposed to be taken under or pursuant to clause 28 (Events of Default) or pursuant to the
 other Finance Documents, to have any regard to the requirements of the
 Hedging Provider except to the extent that the relevant Hedging Provider is
 also a Lender. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4

 	
  

 	
 Close out of Hedging Contracts 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.1

 	
  

 	
 The Parties agree that at any time on and after any Event of Default
 the Agent (acting on the instructions of the Majority Lenders) shall be
 entitled, by notice in writing to a Hedging Provider, to instruct such
 Hedging Provider to terminate and close out any Hedging Transactions (or part
 thereof) with that Hedging Provider. The relevant Hedging Provider will
 terminate and close out the relevant Hedging Transactions (or parts thereof)
 and/or the relevant Hedging Contracts in accordance with such notice
 immediately upon receipt of such notice. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.2

 	
  

 	
 No Hedging Provider shall be entitled to terminate or close out any
 Hedging Contract or any Hedging Transaction under it prior to its stated
 maturity except: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 in accordance with a notice served by the Agent under clause 29.4.1;
 or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if the Borrowers have not paid amounts due under the Hedging Contract
 and such amounts remain unpaid for a period of 30 days after the due date for
 payment and the Agent (acting on the instructions of the Majority Lenders)
 consents to such termination or close out; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 if the Agent takes any action under clause 28.24 (a), (b), (c), (d)
 or (e); or 

 


75









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 if the Loan and other amounts outstanding under the Finance Documents
 (other than amounts outstanding under the Hedging Contracts) have been repaid
 by the Borrowers in full. 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.3

 	
  

 	
 If there is a net amount payable to any Borrower under a Hedging
 Transaction or a Hedging Contract upon its termination and close out, the
 relevant Hedging Provider shall forthwith pay that net amount (together with
 interest earned on such amount) to the Security Agent for application in
 accordance with clause 32.22 (Order of
 application). 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.4

 	
  

 	
 A Hedging Provider (in any capacity) shall not set-off any such net
 amount against or exercise any right of combination in respect of any other
 claim it has against a Borrower.

 


76





SECTION 8 - CHANGES TO PARTIES


	
  

 	
  

 	
  

 	
  

 
	
 30

 	
  

 	
 Changes to the Lenders

 
	
  

 	
  

 	
  

 
	
 30.1 

 	
  

 	
 Assignments and transfers by the Lenders 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to this clause 30, 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”).

 
	
  

 	
  

 	
  

 
	
 30.2 

 	
  

 	
 Conditions of assignment 

 
	
  

 	
  

 	
  

 
	
 30.2.1

 	
  

 	
 The consent of the Borrowers 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 Borrowers of the assignment.

 
	
  

 	
  

 	
  

 
	
 30.2.2

 	
  

 	
 The Borrowers’ 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
 Borrowers shall not be entitled to refuse or withhold consent solely because
 an assignment may result in an increase to the Mandatory Cost.

 
	
  

 	
  

 	
  

 
	
 30.2.3

 	
  

 	
 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 Borrowers 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.

 
	
  

 	
  

 	
  

 
	
 30.2.4

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 30.3

 	
  

 	
 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.

 


77









	
  

 	
  

 	
  

 	
  

 
	
 30.4 

 	
  

 	
 Limitation of responsibility of Existing Lenders 

 
	
  

 	
  

 	
  

 
	
 30.4.1

 	
  

 	
 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 II Regulation and the Basel III 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.

 
	
  

 	
  

 	
  

 
	
 30.4.2

 	
  

 	
 Each New Lender confirms to the Existing Lender and the other 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 II Regulation and the Basel III 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 II Regulation and the Basel III 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.

 
	
  

 	
  

 	
  

 	
  

 
	
 30.4.3

 	
  

 	
 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 30 (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 II Regulation or the Basel III Regulation to the transactions contemplated by the Finance Documents or otherwise.

 
	
  

 	
  

 	
  

 
	
 30.5

 	
  

 	
 Procedure for transfer

 
	
  

 	
  

 	
  

 
	
 30.5.1

 	
  

 	
 Subject to the conditions set out in clause 30.2 (Conditions
 of assignment) an assignment is effected in accordance with clause
 30.5.2 below when (a) the Agent executes an otherwise duly completed Transfer
 Certificate and (b) the Agent executes any document required under clause 30.2.3
 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,

 


78









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  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.
 
	
  
 	
  
 	
  
 	
  
 
	
 30.5.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 30.6
 	
  
 	
 Copy of Transfer Certificate to Borrowers
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 The Agent shall, as soon as reasonably practicable after it has
 executed a Transfer Certificate and any other document required under clause
 30.2.3, send a copy of that Transfer Certificate and such documents to the
 Borrowers.
 
	
  
 	
  
 	
  
 
	
 30.7
 	
  
 	
 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 Borrowers (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,



	 	 	 	 
	 	 	
and any Finance Party may disclose to a rating agency or its
 professional advisers or (with the consent of the Borrowers) any other person,
 any information about any Obligor, any Group and the Finance Documents as
 that Finance Party shall consider appropriate.




79









	
  
 	
  
 	
  
 	
  
 
	
 31
 	
  
 	
 Changes to the
 Obligors
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 No Obligor may
 assign any of its rights or transfer any of its rights or obligations under
 the Finance Documents.
 


80





SECTION 9 - THE FINANCE PARTIES


	
  

 	
  

 	
  

 	
  

 
	
 32

 	
  

 	
 Roles of Agent,
 Security Agent and Arranger

 
	
  

 	
  

 	
  

 
	
 32.1

 	
  

 	
 Appointment of the Agent

 
	
  

 	
  

 	
  

 
	
 32.1.1

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.1.2

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.2

 	
  

 	
 Duties of the Agent

 
	
  

 	
  

 	
  

 
	
 32.2.1

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.2.2

 	
  

 	
 Without prejudice to clause 30.6 (Copy of Transfer Certificate to Borrowers),
 clause 31.2.1 shall not apply to any Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 32.2.3

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.2.4

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.2.5

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.2.6

 	
  

 	
 The Agent’s duties under the Finance Documents are solely mechanical
 and administrative in nature.

 
	
  

 	
  

 	
  

 
	
 32.3

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 32.4

 	
  

 	
 No fiduciary duties

 
	
  

 	
  

 	
  

 
	
 32.4.1

 	
  

 	
 Nothing in this Agreement constitutes the Agent or an Arranger as a
 trustee or fiduciary of any other person.

 
	
  

 	
  

 	
  

 
	
 32.4.2

 	
  

 	
 None of the Agent, the Security Agent or any Arranger shall be bound to account to any Lender or any Hedging Provider 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. 

 


81









	
  
 	
  
 	
  
 	
  
 
	
 32.5
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.6
 	
  
 	
 Rights and discretions of the Agent
 
	
  
 	
  
 	
  
 
	
 32.6.1
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 	
  
 
	
 32.6.2
 	
  
 	
 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 a Borrower (other than a Utilisation
 Request or Selection Notice) is made on behalf of and with the consent and
 knowledge of all the Obligors.
 
	
  
 	
  
 	
  
 
	
 32.6.3
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.6.4
 	
  
 	
 The Agent may act in relation to the Finance Documents through its
 personnel and agents.
 
	
  
 	
  
 	
  
 
	
 32.6.5
 	
  
 	
 The Agent may disclose to any other Party any information it
 reasonably believes it has received as agent under this Agreement.
 
	
  
 	
  
 	
  
 
	
 32.6.6
 	
  
 	
 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).
 
	
  
 	
  
 	
  
 
	
 32.6.7
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.6.8
 	
  
 	
 Without prejudice to the generality of clause 32.6.7, the Agent shall
 be entitled (but not obliged) to disclose the identity of a Defaulting Lender
 to the other Finance Parties and the Borrowers.
 
	
  
 	
  
 	
  
 
	
 32.7
 	
  
 	
 Lenders’ instructions
 
	
  
 	
  
 	
  
 
	32.7.1
	 	Unless a contrary indication appears in a Finance Document, the Agent
 shall:
	 	 	 
	
  
 	
  
 	(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




82









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (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.
 
	
  
 	
  
 	
  
 
	
 32.7.2
 	
  
 	
 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).
 
	
  
 	
  
 	
  
 
	
 32.7.3
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.7.4
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.7.5
 	
  
 	
 The Agent is not authorised to act on behalf of a Lender or a Hedging Provider (without first obtaining that Lender’s or that Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document.  This clause  32.7.5 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.
 
	
  
 	
  
 	
  
 
	
 32.7.6
 	
  
 	
 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 or a Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.
 
	
  
 	
  
 	
  
 
	
 32.8
 	
  
 	
 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;
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (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 II Regulation or the Basel III Regulation to the transactions contemplated by the Finance Documents; 
 
	 	 	 	 
	 
	 
	(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;



83








	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (g)
 	
 is responsible for the failure of any Obligor or any other party to
 perform its obligations under any Finance Document or any 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.
 
	
  
 	
  
 	
  
 
	
 32.9
 	
  
 	
 Exclusion
 of liability
 
	
  
 	
  
 	
  
 
	
 32.9.1
 	
  
 	
 Without limiting clause 32.9.2 (and without prejudice to the provisions
 of clause 35.9 (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.
 
	
  
 	
  
 	
  
 
	
 32.9.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.9.3
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	32.9.4
	 	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 or any Hedging Provider and each Lender and each Hedging Provider 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. 

	 	 	 
	32.10
	 	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 32.6.3 (Rights and discretions of the Agent) and
 any Receiver in acting as its agent under the 
 


84









	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Finance Documents (unless the
 Agent has been reimbursed by an Obligor pursuant to a Finance Document or out
 of the Trust Property).
 
	
  
 	
  
 	
  
 
	
 32.11
 	
  
 	
 Resignation of the Agent
 
	
  
 	
  
 	
  
 
	
 32.11.1
 	
  
 	
 The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders, the Hedging Providers, the Security Agent and the Borrowers.
 
	
  
 	
  
 	
  
 
	
 32.11.2
 	
  
 	
 Alternatively the Agent may resign by giving notice to the other
 Finance Parties and the Borrowers, in which case the Majority Lenders (after
 consultation with the Borrowers) may appoint a successor Agent acting through
 an office in the United Kingdom.
 
	
  
 	
  
 	
  
 
	
 32.11.3
 	
  
 	
 If the Majority Lenders have not appointed a successor Agent in
 accordance with clause 32.11.2 above within 20 days after notice of
 resignation was given, the Agent (after consultation with the Borrowers) may
 appoint a successor Agent.
 
	
  
 	
  
 	
  
 
	
 32.11.4
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.11.5
 	
  
 	
 The Agent’s resignation notice shall only take effect upon the
 appointment of a successor.
 
	
  
 	
  
 	
  
 
	
 32.11.6
 	
  
 	
 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 32. 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.
 
	
  
 	
  
 	
  
 
	
 32.11.7
 	
  
 	
 After consultation with the Borrowers, the Majority Lenders may, by
 notice to the Agent, require it to resign in accordance with clause 32.11.2.
 In this event, the Agent shall resign in accordance with clause 32.11.2.
 
	
  
 	
  
 	
  
 
	
 32.12
 	
  
 	
 Confidentiality
 
	
  
 	
  
 	
  
 
	
 32.12.1
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.12.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.12.3
 	
  
 	
 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.
 






	32.13
	 
	Relationship with the Lenders and Hedging Providers 

	 
	 
	 

	32.13.1
	 	
 The Agent may treat the persons shown in its records as Lenders or as Hedging Providers at the opening of business (in the place of its principal office as notified to the Finance Parties from time to time) as each Lender or (as the case may be) a Hedging Provider, acting through its Facility Office:


	 
	 
	 

	 
	 
	(a)
	entitled to or liable for any payment due under any Finance Document on that day; and

	 
	 
	 
	 

	 
	 
	(b)
	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,





85









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 unless it has received not less than five Business Days prior notice from that Lender or (as the case may be) a Hedging Provider to the contrary in accordance with the terms of this Agreement.  
 
	 	 	 
	
 32.13.2
 	
  
 	
 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).
 
	
  
 	
  
 	
  
 
	
 32.13.3
 	
  
 	
 Each Lender and each Hedging Provider 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 and each Hedging Provider shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.
 
	
  
 	
  
 	
  
 
	
 32.14
 	
  
 	
 Credit appraisal by the Lenders and the Hedging Providers
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and each Hedging Provider 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 II Regulation and the Basel III 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, 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, 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.
 
	
  
 	
  
 	
  
 	
  
 
	
 32.15
 	
  
 	
 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 Borrowers) appoint another Lender or an Affiliate of
 a Lender to replace that Reference Bank.
 






	32.16
	 
	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 32.10 (Lenders’ indemnity to the Agent) shall
      include the cost of utilising the Agent’s management time or other resources
    and will be 



86








	
  
 	
  
 	
  
 	
  
 
	 	 	
calculated on the basis of such reasonable daily or hourly rates
      as the Agent may notify to the Borrowers and the Lenders, and is in addition
    to any fee paid or payable to the Agent under clause 11 (Fees).

	 	 	 
	
 32.17
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.18
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.19
 	
  
 	
 Security Agent
 
	
  
 	
  
 	
  
 
	
 32.19.1
 	
  
 	
 Each other Finance Party appoints the Security Agent to act as its
 trustee under and in connection with the Security Documents.
 
	
  
 	
  
 	
  
 
	
 32.19.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 	
  
 
	
 32.19.3
 	
  
 	
 The Security Agent accepts its appointment under clause 32.19 (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 32.19 - 32.27 (inclusive) and
 the Security Documents to which it is a party.
 
	
  
 	
  
 	
  
 	
  
 
	
 32.20
 	
  
 	
 Application of certain clauses to Security
 Agent
 
	
  
 	
  
 	
  
 	
  
 
	
 32.20.1
 	
  
 	
 Clauses 32.6 (Rights and discretions of the Agent),
 32.8 (Responsibility
 for documentation and other matters), 32.9 (Exclusion of liability),
 32.10 (Lenders’
 indemnity to the Agent), 32.11 (Resignation of the Agent),
 32.12 (Confidentiality),
 32.13 (Relationship with the Lenders and the Hedging Providers), 32.14 (Credit appraisal by the Lenders and the Hedging Providers) and
 32.17 (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.
 






	32.20.2
	 
	In addition, clause 32.11 (Resignation of the Agent) shall, for the
      purposes of its application to the Security Agent pursuant to clause 32.20.1,
      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 




87









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  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 32.11.7 as extended to it by clause 32.20.1, 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).
 
	
  
 	
  
 	
  
 
	
 32.21
 	
  
 	
 Instructions to Security Agent
 
	
  
 	
  
 	
  
 
	
 32.21.1
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.21.2
 	
  
 	
 Unless a contrary indication appears in a Finance Document, any
 instructions given by the Agent to the Security Agent in accordance with
 clause 32.21.1 will be binding on the Finance Parties.
 
	
  
 	
  
 	
  
 
	
 32.21.3
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.21.4
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.21.5
 	
  
 	
 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 32.21.1 and 32.21.4, including the right to
 enforce the Security Documents in accordance with these clauses.
 
	
  
 	
  
 	
  
 
	
 32.22
 	
  
 	
 Order of application
 
	
  
 	
  
 	
  
 
	
 32.22.1
 	
  
 	
 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 32.10 (Lenders’
 indemnity to the Agent) as extended to the Security Agent pursuant
 to clause 32.20 (Application of certain clauses to Security Agent)),
 for the Security Agent absolutely;
 






	 
	 
	(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 32.22.1 as and when any such amounts later fall due;




88









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (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.
 
	
  
 	
  
 	
  
 
	
 32.22.2
 	
  
 	
 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
 Borrowers or any other person liable.
 
	
  
 	
  
 	
  
 
	
 32.22.3
 	
  
 	
 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 32.22 by paying such amounts to the Agent for distribution in
 accordance with clause 35 (Payment mechanics).
 
	
  
 	
  
 	
  
 
	
 32.23
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.24 
 	
  
 	
 Powers and duties of the Security Agent as trustee of the security 
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 In its capacity as trustee in relation to the Trust Property and 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 32.22 (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 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




89









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  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).
 
	
  
 	
  
 	
  
 
	
 32.25
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.26
 	
  
 	
 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 32.22 (Order of application).
 
	
  
 	
  
 	
  
 
	
 32.27
 	
  
 	
 Indemnity from Trust Property
 
	
  
 	
  
 	
  
 
	
 32.27.1
 	
  
 	
 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:
 






	 
	 
	(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.

	 
	 
	 

	32.27.2
	 
	The rights conferred by this clause 32.27 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, 




90








	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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 32.27 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.
 
	
  
 	
  
 	
  
 
	
 32.28
 	
  
 	
 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 32.22 (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 35.5 (Partial payments) and
 clause 32.22 (Order of application).
 
	
  
 	
  
 	
  
 
	
 32.29
 	
  
 	
 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 a Borrower, the requisite release shall include releases of all
 claims (including under guarantees) of the Finance Parties and/or the Security
 Agent against such Borrower and of all Security Interests over the assets of
 such Borrower.
 
	
  
 	
  
 	
  
 
	
 32.30
 	
  
 	
 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 time to time owing, and discharge
 all other obligations from time to time incurred, by it under or in
 connection with the Finance Documents.
 






	32.31
	 
	Additional trustees

	 
	 
	 

	 
	 
	The Security Agent shall have power by notice in writing to the other
      Finance Parties and the Borrowers 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 




91








	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 32.32
 	
  
 	
 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 32, 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 32 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.
 






	33
	 
	Conduct of
      business by the Finance Parties

	 
	 
	 

	33.1
	 
	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.

	 
	 
	 

	33.2
	 
	Finance Parties acting together

	 
	 
	 

	 
	 
	Notwithstanding clause 2.2 (Finance Parties’ rights and obligations),
      if the Agent makes a declaration under clause 28.23.1 (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 Borrowers, 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.




92









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 This clause shall not override clause 32 (Roles of Agent, Security Agent and
 Arranger) as it applies to the Security Agent.
 
	
  
 	
  
 	
  
 
	
 33.3
 	
  
 	
 Majority Lenders
 
	
  
 	
  
 	
  
 
	
 33.3.1
 	
  
 	
 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 been 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.
 
	
  
 	
  
 	
  
 
	
 33.3.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 33.3.3
 	
  
 	
 For the purposes of clause 33.3.2, 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.
 






	33.4
	 
	Conflicts

	 
	 
	 

	33.4.1
	 
	Each 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 Borrowers may have conflicting interests in respect of the Facility
or otherwise. 

	 
	 
	 

	33.4.2
	 
	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
      Borrowers also acknowledge 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.

	 
	 
	 

	33.4.3
	 
	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.

	 
	 
	 

	33.5
	 
	Replacement of a Defaulting Lender

	 
	 
	 

	33.5.1
	 
	The Borrowers 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 30 (Changes to
        the Lenders) all (and not part only) of its rights and obligations
      under this Agreement; or




93









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (b)
 	
 require such Lender to (and to the extent permitted by law such
 Lender shall) transfer pursuant to clause 30 (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 Borrowers,
 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.
 
	
  
 	
  
 	
  
 
	
 33.5.2
 	
  
 	
 Any transfer of rights and obligations of a Defaulting Lender
 pursuant to this clause shall be subject to the following conditions:
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (a)
 	
 the Borrowers shall have no right to replace the Agent;
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (b)
 	
 neither the Agent nor the Defaulting Lender shall have any obligation
 to the Borrowers to find a Replacement Lender;
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (c)
 	
 the transfer must take place no later than 20 days after the notice
 referred to in clause 33.5.1; 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.
 






	34
	 
	Sharing among the
      Finance Parties

	 
	 
	 

	34.1
	 
	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 35 (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 35 (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 35.5 (Partial payments). 

	 
	 
	 

	34.2
	 
	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 35.5 (Partial
        payments).



94








	
  
 	
  
 	
  
 	
  
 
	
 34.3
 	
  
 	
 Recovering Finance Party’s rights
 
	
  
 	
  
 	
  
 
	
 34.3.1
 	
  
 	
 On a distribution by the Agent under clause 34.2 (Redistribution
 of payments), the Recovering Finance Party will be subrogated to
 the rights of the Finance Parties which have shared in the redistribution.
 
	
  
 	
  
 	
  
 
	
 34.3.2
 	
  
 	
 If and to the extent that the Recovering Finance Party is not able to
 rely on its rights under clause 34.3.1 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.
 
	
  
 	
  
 	
  
 
	
 34.4
 	
  
 	
 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 34.2 (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.
 







	34.5
	 
	Exceptions

	 
	 
	 

	34.5.1
	 
	This clause 34 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.

	 
	 
	 

	34.5.2
	 
	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.




95





SECTION 10 - ADMINISTRATION


	
  

 	
  

 	
  

 
	
 35

 	
  

 	
 Payment mechanics

 
	
  

 	
  

 	
  

 
	
 35.1

 	
  

 	
 Payments to the Agent

 
	
  

 	
  

 	
  

 
	
 35.1.1

 	
  

 	
 On each date on which an Obligor or a Lender is required to make a
 payment under a Finance Document (other than a Hedging Contract), 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.

 
	
  

 	
  

 	
  

 
	
 35.1.2

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.2

 	
  

 	
 Distributions by the Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each payment received by the Agent under the Finance Documents for
 another Party shall, subject to clause 35.3 (Distributions to an Obligor)
 and clause 35.4 (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).

 
	
  

 	
  

 	
  

 
	
 35.3

 	
  

 	
 Distributions to an Obligor

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent may (with the consent of the Obligor or in accordance with
 clause 36 (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.

 
	
  

 	
  

 	
  

 
	
 35.4

 	
  

 	
 Clawback

 
	
  

 	
  

 	
  

 
	
 35.4.1

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.4.2

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.5

 	
  

 	
 Partial payments

 
	
  

 	
  

 	
  

 
	
 35.5.1

 	
  

 	
 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;
	 	 	 	 	 
	
  
 	
  
 	
  
 	(b)	
 secondly, in or towards payment to the Lenders
      pro rata of any amount owing to the Lenders under clause 32.10 (Lenders’
    indemnity to the Agent) including any amount 
 



96








	
  
 	
  
 	
  
 	
  
 	
  
 
	 	 	 	 	
resulting from the
      indemnity to the Security Agent under clause 32.20.1 (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 (a) the Hedging Contracts and (b) any other Finance Documents.
 





	
  

 	
  

 	
  

 
	
 35.5.2

 	
  

 	
 The Agent shall, if so directed by all the Lenders and the Hedging Providers, vary the order
 set out in paragraphs (b) to (e) of clause 35.5.1.

 
	
  

 	
  

 	
  

 
	
 35.5.3

 	
  

 	
 Clauses 35.5.1 and 35.5.2 above will override any appropriation made
 by an Obligor.

 
	
  

 	
  

 	
  

 
	
 35.6

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.7

 	
  

 	
 Business Days

 
	
  

 	
  

 	
  

 
	
 35.7.1

 	
  

 	
 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).

 
	
  

 	
  

 	
  

 
	
 35.7.2

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.8

 	
  

 	
 Currency of account

 
	
  

 	
  

 	
  

 
	
 35.8.1

 	
  

 	
 Subject to clauses 35.8.2 to 35.8.3, dollars is the currency of
 account and payment for any sum due from an Obligor under any Finance
 Document.

 
	
  

 	
  

 	
  

 
	
 35.8.2

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.8.3

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.8.4

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 35.9

 	
  

 	
 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 Borrowers that a Disruption
 Event has occurred:

 




	 
	 
	 
	(a)
	the Agent may, and shall if requested to do so by the Borrowers,
      consult with the Borrowers with a view to agreeing with the Borrowers such
      changes to the operation or administration of the Facility as the Agent may
    deem necessary in the circumstances;



97








	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 (b)
 	
 the Agent shall not be obliged to consult with the Borrowers 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 Borrowers 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 35.9; and
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 (f)
 	
 the Agent shall notify the Finance Parties of all changes agreed
 pursuant to paragraph (d) above.
 






	
  

 	
  

 	
  

 
	
 36

 	
  

 	
 Set-off

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Finance Party may set off any matured obligation due from an
 Obligor under the Finance Documents (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.

 
	
  

 	
  

 	
  

 
	
 37

 	
  

 	
 Notices

 
	
  

 	
  

 	
  

 
	
 37.1

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 37.2

 	
  

 	
 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;

 




	 
	 
	 
	(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,



98








	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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.
 






	
  

 	
  

 	
  

 
	
 37.3

 	
  

 	
 Delivery

 
	
  

 	
  

 	
  

 
	
 37.3.1

 	
  

 	
 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 37.2 (Addresses), if addressed to that
 department or officer.

 






	
  

 	
  

 	
  

 
	
 37.3.2

 	
  

 	
 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).

 
	
  

 	
  

 	
  

 
	
 37.3.3

 	
  

 	
 All notices from or to an Obligor shall be sent through the Agent.

 
	
  

 	
  

 	
  

 
	
 37.3.4

 	
  

 	
 Any communication or document made or delivered to the Borrowers in
 accordance with this clause will be deemed to have been made or delivered to
 each of the Obligors.

 
	
  

 	
  

 	
  

 
	
 37.4

 	
  

 	
 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 37.2 (Addresses) or changing its
 own address or fax number, the Agent shall notify the other Parties.

 
	
  

 	
  

 	
  

 
	
 37.5

 	
  

 	
 Electronic communication (Finance Parties)

 
	
  

 	
  

 	
  

 
	
 37.5.1

 	
  

 	
 Any communication to be made between the Agent and a Lender, any Hedging Provider, 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 such Hedging Provider 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.

 




	 
	 
	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.

	 
	 
	 

	37.5.2
	 
	Any electronic communication made between the Agent, a Hedging Provider 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, a Hedging Provider or the
      Security Agent to the Agent only if it is addressed in such a manner as the
      Agent shall specify for this purpose.



99








	
  
 	
  
 	
  
 
	
 37.6
 	
  
 	
 Electronic Communications (Obligors)
 
	
  
 	
  
 	
  
 
	
 37.6.1
 	
  
 	
 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.

 






	
  

 	
  

 	
  

 
	
 37.6.2

 	
  

 	
 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 37.3 (Delivery).

 
	
  

 	
  

 	
  

 
	
 37.6.3

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 37.7

 	
  

 	
 English language

 
	
  

 	
  

 	
  

 
	
 37.7.1

 	
  

 	
 Any notice given under or in connection with any Finance Document
 shall be in English.

 
	
  

 	
  

 	
  

 
	
 37.7.2

 	
  

 	
 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.

 






	
  

 	
  

 	
  

 
	
 38

 	
  

 	
 Calculations and
 certificates

 
	
  

 	
  

 	
  

 
	
 38.1

 	
  

 	
 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.

 




	38.2
	 
	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.

	 
	 
	 

	38.3
	 
	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.



100








	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 39
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 40
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 41
 	
  
 	
 Amendments and
 grant of waivers
 
	
  
 	
  
 	
  
 
	
 41.1
 	
  
 	
 Required consents
 
	
  
 	
  
 	
  
 
	
 41.1.1
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 41.1.2
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 
	
 41.1.3
 	
  
 	
 Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider. 
 
	
  
 	
  
 	
  
 
	
 41.1.4
 	
  
 	
 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).
 
	
  
 	
  
 	
  
 
	
 41.1.5
 	
  
 	
 Notwithstanding clauses 41.1.1 to 41.1.4 (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.
 









	
  

 	
  

 	
  

 
	
 41.2

 	
  

 	
 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.

 






	
  

 	
  

 	
  

 
	
 42

 	
  

 	
 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.

 


101







SECTION 11 - GOVERNING LAW AND ENFORCEMENT


	
  

 	
  

 	
  

 	
  

 
	
 43

 	
  

 	
 Governing law 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement and any
 non-contractual obligations connected with it are governed by English law. 

 
	
  

 	
  

 	
  

 	
  

 
	
 44

 	
  

 	
 Enforcement 

 
	
  

 	
  

 	
  

 	
  

 
	
 44.1

 	
  

 	
 Jurisdiction of
 English courts 

 
	
  

 	
  

 	
  

 	
  

 
	
 44.1.1

 	
  

 	
 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).

 
	
  

 	
  

 	
  

 	
  

 
	
 44.1.2

 	
  

 	
 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 44.1.3

 	
  

 	
 This clause 44.1 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 44.2

 	
  

 	
 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.


102





Schedule 1 

The original parties


Borrowers


	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Name:

 	
  

 	
 GAS-eight Ltd.

 
	

 


 	

 


 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Registration number (or equivalent, if any)

 	
  

 	
 45255

 
	

 


 	

 


 	

 


 
	
 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

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Name:

 	
  

 	
 GAS-nine Ltd.

 
	

 


 	

 


 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Registration number (or equivalent, if any)

 	
  

 	
 45502

 
	

 


 	

 


 	

 


 
	
 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

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Name:

 	
  

 	
 GAS-ten Ltd.

 
	

 


 	

 


 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Registration number (or equivalent, if any)

 	
  

 	
 45503

 
	

 


 	

 


 	

 


 
	
 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 (as
Guarantor) 

 
	

 


 	

 


 	

 


 
	
 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

 
	

 


 	

 


 	

 


 


103









GasLog
Carriers (as Guarantor)


	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 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

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 GasLog
 LNG (as Manager)

 
	

 


 	

 


 	

 


 
	
 Name of GasLog LNG

 	
  

 	
 GasLog LNG Services
 Ltd.

 
	

 


 	

 


 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Registration number (or equivalent, if any)

 	
  

 	
 35655

 
	

 


 	

 


 	

 


 
	
 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

 
	

 


 	

 


 	

 


 


104





The
Original Lenders


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA

 	
  

 	
 Commonwealth
 Bank of Australia

 	
  

 	
 Danish
 Ship Finance A/S

 	
  

 	
 ING
 Bank N.V.

 	
  

 	
 Skandinaviska
 Enskilda Banken AB (publ)

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 
	
 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 Christo Nikolov/Mr

 Alex Ryland

 Fax: +44(0)20 7626 5956

 

 For loan administration matters:

 Mr Mike Rufian

 Fax: +44(0)20 7283 4430

 	
  

 	
 Senator
 House

 85 Queen Victoria Street

 London EC4V 4HA

 

 For credit matters:

 Mr Brian Parker

 Fax: +44(0)20 7710 3953

 

 For loan administration matters:

 Mr Roy Nasse

 Fax: +44(0)20 7710 3939

 	
  

 	
 Sankt
 Annae Plads 3

 1250 Copenhagen C Denmark

 

 For credit matters:

 Mr Thomas Schiltmann/Mrs Lisbeth Navntoft Petersen

 Fax: +45 3333 9666

 

 For loan administration matters:

 Mrs Josefine

 Gry Haslund/ Mrs Mette

 Haue Christensen

 Fax: +45 3333 9666

 	
  

 	
 60
 London Wall

 London EC3M 5TQ

 

 For credit matters:

 Mr Rory Hussey/Ms

 Olga Terentieva

 Fax: +44 20 7767 6987

 

 For loan administration matters:

 Mr Mark Dasalla/

 Ms Bernadette Smailes

 Fax: +44 20 7767 7324

 	
  

 	
 Kungsträdårdsgatan
 8

 SE-106 40 Stockholm

 Sweden

 

 For credit matters:

 Scott Lewallen/Malcolm

 Stonehouse

 Fax: +44(0)

 20 7236 5144

 

 For loan administration

 matters:

 Sherman Altan

 Fax: +46 8 611 0384

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Commitment ($)

 	
  

 	
 87,000,000

 	
  

 	
 87,000,000

 	
  

 	
 87,000,000

 	
  

 	
 87,000,000

 	
  

 	
 87,000,000

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 TOTAL

 	
  

 	
 435,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 


105





The
Hedging Providers


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA

 	
  

 	
 Commonwealth
 Bank of Australia

 	
  

 	
 ING
 Bank N.V.

 	
  

 	
 Skandinaviska
 Enskilda Banken AB (publ)

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 
	
 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 Christo Nikolov/Mr

 Alex Ryland

 Fax: +44(0)20 7626 5956

 

 For loan administration

 matters:

 Mr Mike Rufian

 Fax: +44(0)20 7283 4430

 	
  

 	
 Senator
 House

 85 Queen Victoria Street

 London EC4V 4HA

 

 For credit matters:

 Mr Brian Parker

 Fax: +44(0)20 7710 3953

 

 For loan administration

 matters:

 Mr Roy Nasse

 Fax: +44(0)20 7710 3939

 	
  

 	
 60
 London Wall

 London EC3M 5TQ

 

 For credit matters:

 Mr Rory Hussey/Ms Olga

 Terentieva

 Fax: +44 20 7767 6987

 

 For loan administration

 matters:

 Mr Mark Dasalla/

 Ms Bernadette Smailes

 Fax: +44 20 7767 7324

 	
  

 	
 Kungsträdårdsgatan
 8

 SE-106 40 Stockholm

 Sweden

 

 For credit matters:

 Scott Lewallen/Malcolm

 Stonehouse

 Fax: +44(0) 20 7236 5144

 

 For loan administration

 matters:

 Sherman Altan

 Fax: +46 8 611 0384

 


106








The
Agent





	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA, London Branch

 
	

 


 	

 


 	

 


 
	
 Facility Office, address, fax number

 	
  

 	
 20
 St. Dunstan’s Hill

 
	
 and attention details for notices and

 	
  

 	
 London
 EC3R 8HY

 
	
 account details for payments

 	
  

 	
 For
 credit matters:

 
	
  

 	
  

 	
 Fax:
 +44(0)207 626 5956

 
	
  

 	
  

 	
 For
 loan administration matters:

 
	
  

 	
  

 	
 Fax:
 +44(0) 207 283 4430

 
	
  

 	
  

 	
  

 
	
 The Security Agent

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA, London Branch

 
	

 


 	

 


 	

 


 
	
 Facility Office, address, fax number

 	
  

 	
 20
 St. Dunstan’s Hill

 
	
 and attention details for notices and

 	
  

 	
 London
 EC3R 8HY

 
	
 account details for payments

 	
  

 	
 For
 credit matters:

 
	
  

 	
  

 	
 Fax:
 +44(0)207 626 5956

 
	
  

 	
  

 	
 For
 loan administration matters:

 
	
  

 	
  

 	
 Fax:
 +44(0) 207 283 4430

 
	
  

 	
  

 	
  

 
	
 The Account Bank

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA, London Branch

 
	

 


 	

 


 	

 


 
	
 Facility Office, address, fax number

 	
  

 	
 20
 St. Dunstan’s Hill

 
	
 and attention details for notices and

 	
  

 	
 London
 EC3R 8HY

 
	
 account details for payments

 	
  

 	
 For
 credit matters:

 
	
  

 	
  

 	
 Fax:
 +44(0)207 626 5956

 
	
  

 	
  

 	
 For
 loan administration matters:

 
	
  

 	
  

 	
 Fax:
 +44(0) 207 283 4430

 
	
  

 	
  

 	
  

 
	
 The Bookrunner

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 DNB
 Bank ASA

 
	

 


 	

 


 	

 


 
	
 Facility Office, address, fax number

 	
  

 	
 20
 St. Dunstan’s Hill

 
	
 and attention details for notices and

 	
  

 	
 London
 EC3R 8HY

 
	
 account details for payments

 	
  

 	
 For
 credit matters:

 
	
  

 	
  

 	
 Fax:
 +44(0)207 626 5956

 
	
  

 	
  

 	
 For
 loan administration matters:

 
	
  

 	
  

 	
 Fax:
 +44(0) 207 283 4430

 


107







Schedule 2 

Ship information


Ship
A


	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Builder:

 	
  

 	
 Samsung Heavy
 Industries Co., Ltd.

 
	

 


 	

 


 	

 


 
	
 Builder’s registered office:

 	
  

 	
 11th Floor,
 KIPS Center, 647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea.

 
	

 


 	

 


 	

 


 
	
 Hull Number:

 	
  

 	
 2042

 
	

 


 	

 


 	

 


 
	
 Scheduled delivery date:

 	
  

 	
 ***** 2014

 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Date and description of Building Contract:

 	
  

 	
 Shipbuilding
 Contract dated 26 June 2011 as may be amended, supplemented or varied in
 accordance with the terms hereof.

 
	

 


 	

 


 	

 


 
	
 Delivery Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Contract Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Ship Commitment:

 	
  

 	
 $143,000,000

 
	

 


 	

 


 	

 


 
	
 Flag State:

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Charter description:

 	
  

 	
 Charter dated 11
 May 2011 (comprising a Master Agreement, a Time Charter and a Maiden Voyage
 Charter, each dated 11 May 2011)

 
	

 


 	

 


 	

 


 
	
 Charter Rates:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Charterer:

 	
  

 	
 Shell Tankers
 Singapore (Private) Ltd., a wholly-owned subsidiary of Royal Dutch Shell or
 such other entity as the Lenders may approve in their absolute discretion.

 
	

 


 	

 


 	

 


 
	
 Classification:

 	
  

 	
 Class *A1, *,
 Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG
 and minimum temperature-163oC), SH, SH-DLA, SHCM, RES, *AMS,
 *ACCU, SFA(40), NIBS, *APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.

 
	

 


 	

 


 	

 


 
	
 Classification Society:

 	
  

 	
 American Bureau of
 Shipping.

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 Ship
 B

 
	

 


 
	
 Builder:

 	
  

 	
 Samsung Heavy
 Industries Co., Ltd.

 
	

 


 	

 


 	

 


 
	
 Builder’s registered office:

 	
  

 	
 11th Floor,
 KIPS Center, 647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea.

 
	

 


 	

 


 	

 


 
	
 Hull Number:

 	
  

 	
 2043

 
	

 


 	

 


 	

 


 
	
 Scheduled delivery date:

 	
  

 	
 ***** 2014

 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Date and description of Building Contract:

 	
  

 	
 Shipbuilding
 Contract dated 3 July 2011 as may be amended, supplemented or
 varied in accordance with the terms hereof.

 
	

 


 	

 


 	

 


 
	
 Delivery Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Contract Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Ship Commitment:

 	
  

 	
 $146,000,000

 
	

 


 	

 


 	

 


 
	
 Flag State:

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 


108









	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Charter Rates:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Charterer:

 	
  

 	
 ***** or
 such other entity as the Lenders may approve in their absolute discretion or
 such other terms and conditions as may be approved.

 
	

 


 	

 


 	

 


 
	
 Classification:

 	
  

 	
 Class *A1, *,
 Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG
 and minimum temperature-163oC), SH, SH-DLA, SHCM, RES, *AMS, *ACCU, SFA(40),
 NIBS, *APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.

 
	

 


 	

 


 	

 


 
	
 Classification Society:

 	
  

 	
 American Bureau of
 Shipping.

 
	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
 Ship
 C

 
	

 


 
	
 Builder:

 	
  

 	
 Samsung Heavy
 Industries Co., Ltd.

 
	

 


 	

 


 	

 


 
	
 Builder’s registered office:

 	
  

 	
 11th Floor,
 KIPS Center, 647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea.

 
	

 


 	

 


 	

 


 
	
 Hull Number:

 	
  

 	
 2044

 
	

 


 	

 


 	

 


 
	
 Scheduled delivery date:

 	
  

 	
 ***** 2015

 
	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 
	
 Date and description of Building Contract:

 	
  

 	
 Shipbuilding
 Contract dated 3 July 2011 as may be amended, supplemented or
 varied in accordance with the terms hereof.

 
	

 


 	

 


 	

 


 
	
 Delivery Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Contract Price:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Ship Commitment:

 	
  

 	
 $146,000,000

 
	

 


 	

 


 	

 


 
	
 Flag State:

 	
  

 	
 Bermuda

 
	

 


 	

 


 	

 


 
	
 Charter Rates:

 	
  

 	
 *****

 
	

 


 	

 


 	

 


 
	
 Charterer:

 	
  

 	
 ***** or
 such other entity as the Lenders may approve in their absolute discretion.

 
	

 


 	

 


 	

 


 
	
 Classification:

 	
  

 	
 Class *A1, *,
 Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG
 and minimum temperature-163oC), SH, SH-DLA, SHCM, RES, *AMS, *ACCU, SFA(40),
 NIBS, *APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.

 
	

 


 	

 


 	

 


 
	
 Classification Society:

 	
  

 	
 American Bureau of
 Shipping.

 
	

 


 	

 


 	

 


 


109





Schedule 3 

Conditions precedent


Part
1

Conditions precedent to executing this Agreement 


	
  

 	
  

 	
  

 	
  

 
	
 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, any Building Contract
and the Charter Documents (Relevant Documents) to which it is a party and
resolving that it executes 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 each of the Counter
 Guarantors (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. 

 





110









	
  

 	
  

 	
  

 
	
 2

 	
 Legal opinions 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A legal opinion of Norton Rose LLP,
 London addressed to the Arrangers, the Security Agent and the Agent and for
 the benefit of all the Finance Parties 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 a 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 for the benefit of all the Finance Parties 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 44.2 (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 Borrowers 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 Borrowers pursuant to clause 11 (Fees) and clause 16 (Costs and expenses) have been paid or
 will be paid by the first Utilisation Date. 

 
	
  

 	
  

 	
  

 
	
 4

 	
 Bank Accounts 

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence that any Account required to
 be established under clause 25 (Bank
 accounts) has been opened and established, that any Account
 Security in respect of each such Account has been executed and delivered by
 the relevant Account Holder(s) 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

 	
 Hedging Master
 Agreements and Hedging Contract Security 

 
	
  

 	
  

 
	
  

 	
 Evidence that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Hedging Master Agreements have
 been executed by the Borrowers and each Hedging Provider; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Borrowers have executed the
 Hedging Contract Security in favour of the Security Agent; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any notice required to be given to
 each Hedging Provider under the Hedging Contract Security has been given to
 them and acknowledged by them in the manner required by the Hedging Contract
 Security. 

 
	
  

 	
  

 	
  

 
	
 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. 

 


111









	
  

 	
  

 
	
 7

 	
 Guarantees and other
 Finance Documents 

 
	
  

 	
  

 
	
  

 	
 The Counter Guarantees and the
 Guarantees duly executed. 

 
	
  

 	
  

 
	
 8

 	
 Share security 

 
	
  

 	
  

 
	
  

 	
 The Share Security in respect of the
 each of the Owners duly executed by its Holding Company together with all
 letters, transfers, certificates and other documents required to be delivered
 under the Share Security. 

 


112





Part 2 


Conditions
precedent to any Utilisation Request


	
  

 	
  

 
	
 1

 	
 Utilisation Request 

 
	
  

 	
  

 
	
  

 	
 A duly completed Utilisation Request
 in the form set out in Schedule 4 (Utilisation
 Request). 

 
	
  

 	
  

 
	
 2

 	
 Subordination 

 
	
  

 	
  

 
	
  

 	
 Evidence that any amounts of the
 Contract Price funded or to be funded by an Affiliate to the Borrowers have
 been or will be subordinated to the amounts owing under the Finance Documents
 in an approved manner. 

 
	
  

 	
  

 
	
 3

 	
 Charter Security 

 
	
  

 	
  

 
	
  

 	
 The Charter Assignment duly executed
 by the relevant Owner. 

 
	
  

 	
  

 
	
 4

 	
 Value of Security 

 
	
  

 	
  

 
	
  

 	
 Valuations obtained (not more than 30
 days before the first Utilisation Date) in accordance with clause 23 (Minimum
 security value) showing that the Security Value of the Ships will not be less
 than the Minimum Value upon the Utilisation Date. 

 
	
  

 	
  

 
	
 5

 	
 Material Adverse
 Effect 

 
	
  

 	
  

 
	
  

 	
 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 any
 Group). 

 
	
  

 	
  

 
	
 6

 	
 Delivery Price 

 
	
  

 	
  

 
	
  

 	
 Evidence of the final Delivery Price
 in a form acceptable to the Agent. 

 


113





Part
3

Conditions precedent on Delivery


	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Corporate documents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A certificate of an authorised
 signatory of the relevant Owner certifying that each copy document relating
 to it specified in Parts 1 and 2 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
 Parts 1 and 2 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 Parts 1 and 2
 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 Parts 1 and 2 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 relevant Owner. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (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 relevant Ship: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 is legally and beneficially owned by
 the relevant Owner and registered provisionally in the name of the relevant
 Owner 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 is free of any other charter
 commitment which would require approval under the Finance Documents; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 any prior registration (other than
 through the relevant Registry in the relevant Flag State) of the relevant
 Ship has been or will (within such period as may be approved) cancelled. 

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Mortgage
 Registration 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Evidence that the relevant Mortgage
 has been registered with first priority against the Ship through its Registry
 under the laws and flag of its Flag State. 

 


114









	
  

 	
  

 	
  

 
	
 5

 	
 Insurance 

 
	
  

 	
  

 	
  

 
	
  

 	
 In relation to the relevant Ship’s
 Insurances: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 an opinion from insurance consultants
 appointed by the Agent on such Insurances; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 evidence that such Insurances have
 been placed in accordance with clause 22 (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. 

 
	
  

 	
  

 	
  

 
	
 6

 	
 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
 relevant Ship for the purposes of that code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the safety management certificate in
 respect of such Ship issued in accordance with the ISM Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the international ship security
 certificate in respect of such 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 such Ship or in relation to its operation under any applicable law. 

 
	
  

 	
  

 	
  

 
	
 7

 	
 Value of security 

 
	
  

 	
  

 	
  

 
	
  

 	
 Valuations obtained (not more than 30
 days before the relevant Utilisation Date) in accordance with clause 23 (Minimum security value) showing that the
 Security Value of the Ships will be not less than the Minimum Value upon
 execution of the Security Documents specified in paragraph 2 (Security) of Part 3 of this Schedule. 

 
	
  

 	
  

 	
  

 
	
 8

 	
 Construction matters
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that any authorisations
 required from any government entity for the export of the Ship by the
 relevant Builder have been obtained or that no such authorisations are
 required. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Evidence that the Contract Price of
 the relevant Ship (as adjusted in accordance with its Building Contract) will
 have been paid upon the relevant Utilisation being made (with the relevant
 Owner 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 relevant Ship to the
 relevant Owner and the protocol of delivery and acceptance, commercial
 invoice and any other delivery documentation required under the relevant
 Building Contract. 

 
	
  

 	
  

 	
  

 
	
 9

 	
 Fees and expenses 

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence that the fees, commissions,
 costs and expenses that are due from the Borrowers pursuant to clause 11 (Fees) and clause 16 (Costs and expenses) have been paid or
 will be paid by the relevant Utilisation Date. 

 


115









	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 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 relevant Ship is seaworthy and
 capable of safe operation. 

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 Environmental
 matters 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (Promptly as of Delivery) Copies of
 the relevant 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 relevant Ship from an
 approved person. 

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 Consents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Evidence that any consents required
 in connection with the delivery of the relevant Ship, the registration of
 title to the relevant Ship, the registration of the Mortgage over the
 relevant Ship and the assignment of the Ship’s Charter have been obtained. 

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 Management Agreement
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Where a manager has been approved in
 accordance with clause 20.3 (Manager),
 a copy, certified by an approved person to be a true and complete copy, of
 the agreement between the relevant Owner and such Manager, relating to the
 appointment of each Manager and the management services to be provided by it
 to the relevant Owner in respect of the relevant Ship. 

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 Underlying documents
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A copy, certified by an approved
 person to be a true and complete copy, of: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 each of the Charter Documents; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Quiet Enjoyment Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 Legal opinions 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A legal opinion of Norton Rose LLP,
 London addressed to the Arrangers, the Security Agent and the Agent and for
 the benefit of all the Finance Parties on matters of English law, substantially
 in the form approved by the Agent prior to Delivery. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 (If required by the Agent) 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 for the benefit of
 all the Finance Parties substantially in the form approved by the Agent prior
 to Delivery. 

 


116





Schedule 4 

Utilisation Request


	
  

 	
  

 
	
 From:

 	
 GAS-eight
 Ltd., GAS-nine Ltd. and GAS-ten Ltd. 

 
	
 To:

 	
 DNB
 Bank ASA 

 
	
 Dated:

 	
 [●]

 



Dear Sirs


 $435,000,000

Facility Agreement dated [●] 2011 (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:

 

 Amount:

 	
 [●]
 (or, if that is not a Business Day, the next Business Day) 

 $[143,000,000][146,000,000] 

 [Note: the maximum amount to be advanced is 70% of the Security Value]

 
	
  

 	
  

 	
  

 
	
 3

 	
 We confirm that each condition
 specified in clause 4.5 (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 [●]
 [specify account].

 
	
  

 	
  

 	
  

 
	
 5

 	
 We request that the first Interest
 Period for the Loan be [●] months. 

 
	
  

 	
  

 	
  

 
	
 6

 	
 This Utilisation Request is
 irrevocable. 

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-eight
 Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-nine
 Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-ten
 Ltd.

 	
  

 


117





Schedule 5 

Selection Notice


	
  

 	
  

 
	
 From:

 	
 GAS-eight
 Ltd., GAS-nine Ltd. and GAS-ten Ltd. 

 
	
 To:

 	
 DNB
 Bank ASA 

 
	
 Dated:

 	
 [●]
 

 



Dear Sirs 


$435,000,000


Facility
Agreement dated [●] 2011 (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 [●] months. 

 
	
  

 	
  

 
	
 3

 	
 This Selection Notice is irrevocable.
 

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-eight
 Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-nine
 Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised
 signatory for

 	
  

 
	
  

 	
 GAS-ten
 Ltd.

 	
  

 


118





Schedule 6 

Mandatory Cost Formulae


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 x 0.01

 	
  per
 cent. per annum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 100 – (A + C)

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to a Loan in any currency
 other than sterling: 

 
	
  

 	
  

 	
 E
 x 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: 

 


119









	
  

 	
  

 	
  

 
	
  

 	
 (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. 

 
	
  

 	
  

 	
  

 
	
 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. 

 


120









	
  

 	
  

 
	
 13

 	
 The Agent may from time to time,
 after consultation with the Borrowers 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. 

 


121





Schedule 7

Form of Transfer Certificate


	
  

 	
  

 
	
 To:

 	
 [●]
 as Agent 

 
	
  

 	
  

 
	
 From:

 	
 [The Existing Lender] (the Existing Lender) and [The New
 Lender] (the New Lender)

 



Dated: 


$435,000,000
Facility Agreement dated [●] 2011 (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 30.5 (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 30.5 (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 37.2 (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
 30.4.3. 

 
	
  

 	
  

 	
  

 
	
 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. 

 


122





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: 


123






SIGNATURES


	
  

 	
  

 
	
 THE BORROWERS

 
	
  

 
	
 GAS-eight Ltd.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 GAS-nine Ltd.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 GAS-ten Ltd.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 THE ARRANGERS

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 
	
  

 
	
 COMMONWEALTH
 BANK OF AUSTRALIA

 
	
  

 
	
 By:

 
	
  

 
	
 DANISH SHIP
 FINANCE A/S

 
	
  

 
	
 By:

 
	
  

 
	
 ING BANK N.V.

 
	
  

 
	
 By:

 
	
  

 
	
 SKANDINAVlSKA
 ENSKILDA BANKEN AB (publ)

 
	
  

 
	
 By:

 
	
  

 
	
 THE AGENT 

 
	
  

 
	
 DNB BANK ASA 

 
	
  

 
	
 By:

 
	
  

 
	
 THE SECURITY AGENT

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 


124





SIGNATURES


	
  

 	
  

 
	
 THE BORROWERS

 
	
  

 
	
 GAS-eight Ltd.

 
	
  

 
	
 By:

 
	
  

 
	
 GAS-nine Ltd.

 
	
  

 
	
 By:

 
	
  

 
	
 GAS-ten Ltd.

 
	
  

 
	
 By:

 
	
  

 
	
 THE ARRANGERS

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 	


 
	
  

 
	
 COMMONWEALTH
 BANK OF AUSTRALIA

 
	
  

 
	
 By:

 	


 
	
  

 
	
 DANISH SHIP
 FINANCE A/S

 
	
  

 
	
 By:

 	


 
	
  

 
	
 ING BANK N.V.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 SKANDINAVlSKA
 ENSKILDA BANKEN AB (publ)

 
	
  

 
	
 By:

 	


 
	
  

 
	
 THE AGENT 

 
	
  

 
	
 DNB BANK ASA 

 
	
  

 
	
 By:

 	


 
	
  

 
	
 THE SECURITY AGENT

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 	


 


124









	
  

 	
  

 
	
 THE LENDERS

 
	
  

 
	
 DNB BANK ASA 

 
	
  

 
	
 By:

 	


 
	
  

 
	
 COMMONWEALTH
 BANK OF AUSTRALIA

 
	
  

 
	
 By:

 	


 
	
  

 
	
 DANISH SHIP
 FINANCE A/S

 
	
  

 
	
 By:

 	


 
	
  

 
	
 ING BANK N.V.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 SKANDINAVISKA
 ENSKILDA BANKEN AB (publ)

 
	
  

 
	
 By:

 	


 
	
  

 
	
 HEDGING
 PROVIDERS

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 	


 
	
  

 
	
 COMMONWEALTH
 BANK OF AUSTRALIA

 
	
  

 
	
 By:

 	
  

 
	
  

 
	
 ING BANK N.V.

 
	
  

 
	
 By:

 	


 
	
  

 
	
 SKANDINAVISKA
 ENSKILDA BANKEN AB (publ) 

 
	
  

 
	
 By:

 	


 
	
  

 
	
 THE BOOKRUNNER

 
	
  

 
	
 DNB BANK ASA

 
	
  

 
	
 By:

 	


 


125