Exhibit 10.3


Date 3 October 2011


GAS-FIVE
LTD.

GAS-SIX LTD.
as joint and several Borrowers


– and –


THE
BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1
as Lenders


– and –


NORDEA
BANK FINLAND PLC, LONDON BRANCH

ABN AMRO BANK N.V.

CITIBANK INTERNATIONAL PLC, GREECE BRANCH
as Joint Lead Arrangers


– and –


THE
BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 2
as Swap Banks


– and –


NORDEA
BANK FINLAND PLC, LONDON BRANCH
as Agent

and Security Trustee


	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 LOAN AGREEMENT

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 


relating to

a US$277,000,000 facility to finance the construction and acquisition of

two 155,000 cbm LNG vessels currently under construction at

Samsung Heavy Industries., Co. Ltd. with hull numbers 2016 and 2017


Watson,
Farley & Williams

London





INDEX


	
  

 	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 INTERPRETATION

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 2

 	
 FACILITY

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 POSITION OF
 THE LENDERS AND SWAP BANKS

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 DRAWDOWN

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 INTEREST

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
 INTEREST
 PERIODS

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
 DEFAULT
 INTEREST

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 REPAYMENT
 AND PREPAYMENT

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 CONDITIONS
 PRECEDENT/SUBSEQUENT

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 GENERAL
 UNDERTAKINGS

 	
  

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 CORPORATE
 UNDERTAKINGS

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 INSURANCE

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 SHIP
 COVENANTS

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 SECURITY
 COVER

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
 PAYMENTS AND
 CALCULATIONS

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 17

 	
 APPLICATION
 OF RECEIPTS

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 18

 	
 APPLICATION
 OF EARNINGS

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
 EVENTS OF
 DEFAULT

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
 FEES AND
 EXPENSES

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
 INDEMNITIES

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
 NO SET-OFF
 OR TAX DEDUCTION

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
 ILLEGALITY,
 ETC

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
 INCREASED
 COSTS

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
 SET-OFF

 	
  

 	
 55

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
 TRANSFERS
 AND CHANGES IN LENDING OFFICES

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 
	
 27

 	
 VARIATIONS
 AND WAIVERS

 	
  

 	
 59

 













	
  

 	
  

 	
  

 	
  

 
	
 28

 	
 NOTICES

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 29

 	
 SUPPLEMENTAL

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 30

 	
 JOINT AND
 SEVERAL LIABILITY OF THE BORROWERS

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 
	
 31

 	
 LAW AND
 JURISDICTION

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 
	
 SCHEDULE 1
 LENDERS AND COMMITMENTS

 	
  

 	
 65

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 2
 SWAP BANKS

 	
  

 	
 66

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 3
 DRAWDOWN NOTICE

 	
  

 	
 67

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 4
 CONDITION PRECEDENT DOCUMENTS

 	
  

 	
 68

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 5
 TRANSFER CERTIFICATE

 	
  

 	
 72

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 6
 DESIGNATION NOTICE

 	
  

 	
 76

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 7
 MANDATORY COST FORMULA

 	
  

 	
 77

 
	
  

 	
  

 	
  

 
	
 SCHEDULE 8
 FORM OF COMPLIANCE CERTIFICATE

 	
  

 	
 79

 
	
  

 	
  

 	
  

 
	
 EXECUTION
 PAGE

 	
  

 	
 81

 













	
  

 	
  

 
	
 THIS AGREEMENT
 is made on 3 October 2011 

 
	
  

 
	
 BETWEEN 

 
	
  

 
	
 (1)

 	
 GAS-FIVE LTD.
 and GAS-SIX
 LTD., each an exempted company incorporated under the laws of Bermuda
 whose registered office is at Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda, as joint and several borrowers (together the “Borrowers”,
 each a “Borrower”);

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

 	
 NORDEA BANK FINLAND
 PLC, LONDON BRANCH, ABN AMRO BANK N.V. and CITIBANK
 INTERNATIONAL PLC, GREECE BRANCH as Joint Lead Arrangers;

 
	
  

 	
  

 
	
 (4)

 	
 THE BANKS AND
 FINANCIAL INSTITUTIONS listed in Schedule 2, as Swap Banks;

 
	
  

 	
  

 
	
 (5)

 	
 NORDEA BANK FINLAND
 PLC, LONDON BRANCH, as Agent; and

 
	
  

 	
  

 
	
 (6)

 	
 NORDEA BANK FINLAND
 PLC, LONDON BRANCH, as Security Trustee. 

 
	
  

 	
  

 
	
 BACKGROUND

 
	
  

 
	
 (A)

 	
 The Lenders have agreed to make available to the Borrowers a facility
 of up to $277,000,000 for the purpose of part financing the purchase price of
 two 155,000 cbm LNG vessels which are to be constructed by the Builder for,
 and purchased by, the relevant Borrower and having the Builder’s hull numbers
 2016 and 2017 respectively.

 
	
  

 	
  

 
	
 (B)

 	
 The Swap Banks may enter into interest rate and currency swap
 transactions with the Borrowers from time to time to hedge the Borrowers’
 exposure under this Agreement to interest rate and currency fluctuations.

 
	
  

 	
  

 
	
 (C)

 	
 The Lenders and the Swap Banks have agreed to share in the security
 to be granted to the Security Trustee pursuant to this Agreement.

 
	
  

 	
  

 
	
 IT IS AGREED
 as follows:

 
	
  

 
	
 1

 	
 INTERPRETATION

 
	
  

 	
  

 
	
 1.1.

 	
 Definitions.
 Subject to Clause 1.5, in this Agreement:

 
	
  

 	
  

 
	
  

 	
 “Account Security Deed” means, in relation to each Earnings
 Account, a deed creating security in respect of that Earnings Account in the
 Agreed Form;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Affected Lender” has the meaning given in Clause 5.7;

 
	
  

 	
  

 
	
  

 	
 “Affected Party” has the meaning given in the relevant Master
 Agreement;

 
	
  

 	
  

 
	
  

 	
 “Agency and Trust Deed” means the agency and trust deed
 executed or to be executed between the same parties as this Agreement in the
 Agreed Form;

 
	
  

 	
  

 
	
  

 	
 “Agent” means Nordea Bank Finland Plc, London Branch, acting
 in such capacity through its office at 8th Floor, City Place House, 55
 Basinghall Street, London EC2V 5NB, or any successor of it appointed under
 clause 5 of the Agency and Trust Deed;

 
	
  

 	
  

 
	
  

 	
 “Agreed Form” means in relation to any document, that
 document in the form approved in writing by the Agent (acting on the
 instructions of all the Lenders) and agreed with the

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Borrowers or as otherwise approved in accordance with any other
 approval procedure specified in any relevant provisions of any Finance
 Document;

 
	
  

 	
  

 
	
  

 	
 “Approved Managers” means, for each Ship:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to the commercial management, GasLog or any of its wholly
 owned subsidiaries; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to the technical management, Ceres LNG, 

 
	
  

 	
  

 	
  

 
	
  

 	
 or, in each case,
 any other company which the Agent may, with the authorisation of the Majority
 Lenders, approve from time to time as the technical or commercial manager of
 that Ship (such authorisation and approval not to be unreasonably withheld);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Approved Shipbroker” means Fearnleys A.S., Poten &
 Partners Inc., Simpson Spence & Young Limited, R.S. Platou Shipbrokers
 A.S., H. Clarkson & Co. Ltd., Braemar Seascape Ltd. and Arrow Sale &
 Purchase (UK) Ltd. or such other independent sale and purchase shipbroker
 which the Agent has approved or selected (with the authorisation of the
 Majority Lenders);

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 17 December 2013 for Tranche A and 17 February 2014 for Tranche B or
 such later date as the Agent may, with the authorisation of the Lenders,
 agree with the Borrowers in the event that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 arbitration proceedings have commenced pursuant to the Shipbuilding
 Contract for the Ship to which the relevant Tranche relates; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 there is a delay in the delivery of the Ship to which the relevant
 Tranche relates under the Shipbuilding Contract for that Ship and the
 Charterer has for the purposes of the Charter of that Ship consented in
 writing to such delay; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Borrower 1” means GAS-five Ltd., an exempted company
 incorporated under the laws of Bermuda whose registered office is at
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

 
	
  

 	
  

 
	
  

 	
 “Borrower 2” means GAS-six Ltd., an exempted company
 incorporated under the laws of Bermuda whose registered office is at
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

 
	
  

 	
  

 
	
  

 	
 “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 to
 the last day of the current Interest Period in respect of that Loan, had the
 principal amount 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 received by it on deposit with a leading
 bank in the London 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.

 


2









	
  

 	
  

 	
  

 
	
  

 	
 “Builder” means Samsung Heavy Industries Co., Ltd., a
 corporation incorporated in the Republic of Korea whose registered office is
 at 34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu,
 Seoul, Korea 137-857;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Ceres LNG” means Ceres LNG Services Ltd., an exempted
 company incorporated under the laws of Bermuda whose registered office is at
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

 
	
  

 	
  

 
	
  

 	
 “Change of Control” means, in relation to GasLog, if any
 person or persons acting in concert other than (i) Counter-Guarantor 2 or its
 associates (acting through the Holding Company), (ii) Counter-Guarantor 1 or
 its associates (acting through the Holding Company) or (iii) a Passive
 Financial Institution:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 acquires legally and/or beneficially, and either directly or
 indirectly, in excess of the issued share capital of GasLog (or such other
 public vehicle owning the Borrowers) held by the Holding Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 has 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), 

 
	
  

 	
  

 	
  

 
	
  

 	
 in either ease, without the prior written consent of the Agent
 (acting with the authorisation of the Majority Lenders);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Charter” means, in relation to a Ship, the time charter
 dated 9 May 2011 and entered into between the relevant Borrower and the
 Charterer pursuant to the Master Charterparty Agreement and approved by the
 Lenders;

 
	
  

 	
  

 
	
  

 	
 “Charter Assignment” means, in relation to a Ship, an
 assignment of the Charter or Replacement Charter for that Ship and any
 guarantee in relation to that Charter or Replacement Charter executed or to
 be executed by the relevant Borrower in favour of the Security Trustee in the
 Agreed Form;

 
	
  

 	
  

 
	
  

 	
 “Charterer” means Methane Services Ltd., a company
 incorporated in England and Wales with its registered office at 100 Thames
 Valley Park Drive, Reading, Berkshire, RG6 1PT, United Kingdom, which as at
 the date of this Agreement is a subsidiary of BG Group plc;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Confirmation” and “Early Termination Date”, in
 relation to any continuing Designated Transaction, have the meanings given in
 the relevant Master Agreement;

 
	
  

 	
  

 
	
  

 	
 “Contractual Currency” has the meaning given in Clause 21.4;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Counter-Guarantee” means, in relation to a
 Counter-Guarantor, the counter-guarantee in the Agreed Form executed or to be
 executed by that Counter-Guarantor in favour of the Security Trustee in
 respect of the obligations and liabilities of GasLog and GasLog Carriers
 under the Guarantees to which they are party and, in the plural, means both
 such Counter-Guarantees;

 


3









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Counter-Guarantor 1” means the company identified in the
 letter referred to in Schedule 4, Part A, Paragraph 11(b);

 
	
  

 	
  

 
	
  

 	
 “Counter-Guarantor 2” means the company identified in the
 letter referred to in Schedule 4, Part A, Paragraph 11(c);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Counter-Guarantors” means Counter-Guarantor 1 and Counter-Guarantor
 2 and, in the singular, means either of them;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Deed of Covenant” means, in relation to a Ship, the first
 priority deed of covenant collateral to the Mortgage on that Ship executed or
 to be executed by the Borrower which owns that Ship in favour of the Security
 Trustee in the Agreed Form and, in the plural, means all such Deeds of
 Covenant;

 
	
  

 	
  

 
	
  

 	
 “Delivery Date” means, in relation to a Ship, the date
 on which that Ship is actually delivered to, and accepted by, the Borrower
 which is to acquire that Ship under the Shipbuilding Contract relating to it;

 
	
  

 	
  

 
	
  

 	
 “Designated Transaction” means a Transaction which fulfils the
 following requirements:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 it is entered into by a Borrower pursuant to a Master Agreement with
 a Swap Bank which, at the time the Transaction is entered into, is also a
 Lender;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 its purpose is the hedging of that Borrower’s exposure under this
 Agreement to fluctuations in LIBOR or currency fluctuations respectively
 arising from the funding of the Loan (or any part thereof) or the operation
 of the Ship owned by it respectively for a period expiring no later than the
 final Repayment Date; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 it is designated by that Borrower, by delivery by that Borrower
 to the Agent of a notice of designation in the form set out in Schedule 6, as
 a Designated Transaction for the purposes of the Finance Documents;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Drawdown Notice” means a notice in the form set out in
 Schedule 3 (or in any other form which the Agent approves or reasonably
 requires);

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 all freight, hire and passage moneys;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 remuneration for salvage and towage services;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 demurrage
 and detention moneys;

 


4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Earnings Account” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to Ship 1, an account in the name of the Borrower owning
 Ship 1 with the Agent in London with account number 0045675701, or any other
 account (with that or another office of the Agent or with a bank or financial
 institution other than the Agent) which is designated by the Agent as the
 Earnings Account in relation to Ship 1 for the purposes of this Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 an account in the name of the Borrower owning Ship 2 with Citibank
 N.A., London Branch in London designated “GAS-six Ltd.” with account number
 0013008649, or any other account (with that or another office of Citibank
 NA., London Branch or with a bank or financial institution other than
 Citibank N.A., London Branch) which is designated by the Agent as the
 Earnings Account in relation to Ship 2 for the purposes of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Environmental Claim” means:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “Environmental Incident” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 any release of Environmentally Sensitive Material from a Ship; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 


5









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Event of Default” means any of the events or circumstances
 described in Clause 19.1;

 
	
  

 	
  

 
	
  

 	
 “Fair Market Value” means the market value of a Ship, as
 determined in accordance with Clause 15.3;

 
	
  

 	
  

 
	
  

 	
 “Finance Documents” means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Agency and Trust Deed; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Guarantees;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Counter-Guarantees; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the Mortgages;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the Deeds of Covenant;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the Account Security Deeds;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 the General Assignments;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Charter Assignments;

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 the Share Pledges; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 


6









	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog” means GasLog Ltd., an exempted company
 incorporated under the laws of Bermuda whose registered office is at
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Carriers” means GasLog Carriers Ltd., an exempted
 company incorporated under the laws of Bermuda whose registered office is at
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda;

 
	
  

 	
  

 
	
  

 	
 “General Assignment” means, in relation to a Ship, the first
 priority general assignment of the Earnings, the Insurances, any Requisition
 Compensation and the Management Agreement executed or to be executed by the
 Borrower which owns that Ship in favour of the Security Trustee in the Agreed
 Form and, in the plural, means all such General Assignments;

 
	
  

 	
  

 
	
  

 	
 “Guarantee” means, in relation to GasLog or GasLog
 Carriers, the guarantee in the Agreed Form executed or to be executed by that
 Guarantor in favour of the Security Trustee and, in the plural, means both
 such Guarantees;

 
	
  

 	
  

 
	
  

 	
 “Guarantors” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 prior to the date of a Qualified IPO, together, the
 Counter-Guarantors, GasLog and GasLog Carriers; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 following the date of a Qualified IPO, together, GasLog and GasLog
 Carriers, and in the singular means any one of them;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Holding Company” means the company identified in the
 letter referred to in Schedule 4, Part A, Paragraph 11(a);

 
	
  

 	
  

 	
  

 
	
  

 	
 “IFRS” means international accounting standards
 within the meaning of the IAS Regulations 1606/2002 to the extent applicable
 to the relevant financial statements;

 
	
  

 	
  

 
	
  

 	
 “Insurances” means, in relation to a Ship:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 all rights and other assets relating to, or derived from, any of the
 foregoing, including any rights to a return of a premium and any rights in
 respect of any claim whether or not the relevant policy, contract of
 insurance or entry has expired on or before the date of this Agreement;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


7









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Joint Lead Arrangers” means each of Nordea Bank Finland plc,
 London Branch acting through its office at 8th Floor, City Place House, 55
 Basinghall Street, London EX2V 5NB, ABN AMRO Bank N.V. acting through its
 office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands and Citibank
 International Plc, Greece Branch acting through its office at 47/49 Akti
 Miaouli, Piraeus, Greece;

 
	
  

 	
  

 
	
  

 	
 “Lender” means, subject to Clause 26,6, a bank or
 financial institution listed in Part 1 of Schedule 1 and acting through its
 branch indicated in Schedule 1 (or through another branch notified to the
 Agent under Clause 26.14) or its transferee, successor or assign;

 
	
  

 	
  

 
	
  

 	
 “LIBOR” means, for an Interest Period:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the Screen Rate; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 (if no Screen Rate is available for that 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 London Interbank Market, 

 
	
  

 	
  

 	
  

 
	
  

 	
 at or about 11 a.m. (London time) on
 the Quotation Date for the offering of deposits in Dollars for a period
 comparable to that Interest Period and, if any such rate is below zero, LIBOR
 will he deemed to be zero;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Majority Lenders” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 before an Advance has been made, Lenders whose Commitments total 67
 per cent. of the Total Commitments; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 after an Advance has been made, Lenders whose Contributions total 67
 per cent. of the Loan;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Management Agreement” means, in relation to a Ship, the
 management agreement made or to be made between the Borrower owning or to own
 that Ship and the technical Approved Manager of that Ship;

 
	
  

 	
  

 
	
  

 	
 “Mandatory Cost” means the percentage rate per annum
 calculated by the Agent in accordance with Schedule 7;

 
	
  

 	
  

 
	
  

 	
 “Margin” means 2.25 per cent. per annum;

 
	
  

 	
  

 
	
  

 	
 “Master Agreement” means each master agreement (on the 2002
 Master Agreement form) in an agreed form to be made between a Borrower and a
 Swap Bank and includes all Designated Transactions from time to time entered
 into and Confirmations from time to time exchanged under such master
 agreement;

 
	
  

 	
  

 
	
  

 	
 “Master Charterparty Agreement” means the master charterparty
 agreement dated 9 May 2011 and entered into between the Borrowers and the
 Charterer and approved by the Lenders;

 
	
  

 	
  

 
	
  

 	
 “Maturity Date” means the earlier of (i) the date
 falling 6 years after the first Drawdown Date and (ii) 30 July 2019;

 


8









	
  

 	
  

 	
  

 
	
  

 	
 “Mortgage” means, in relation to each Ship, the
 first priority Bermuda ship mortgage executed or to be executed by the
 Borrower which owns that Ship in favour of the Security Trustee in the Agreed
 Form and, in the plural, means all such Mortgages;

 
	
  

 	
  

 
	
  

 	
 “Negotiation Period” has the meaning given in Clause 5.10;

 
	
  

 	
  

 
	
  

 	
 “Notifying Lender” has the meaning given in Clause 23.1 or
 Clause 24.1 as the context requires;

 
	
  

 	
  

 
	
  

 	
 “Passive Financial Institution” means a bank or financial
 institution or a wholly owned direct or indirect subsidiary of a bank or
 financial institution which:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 does not 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) nor the right or ability to otherwise control the affairs and
 policies of GasLog (or such other public vehicle owning the Borrowers); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 is not acting in concert with any other direct or indirect legal or
 beneficial shareholder of GasLog (or such other public vehicle owning the
 Borrowers), 

 
	
  

 	
  

 	
  

 
	
  

 	
 provided that the Counter-Guarantors have control of the board of
 directors of GasLog.

 
	
  

 	
  

 	
  

 
	
  

 	
 “Payment Currency” has the meaning given in Clause 21.4;

 
	
  

 	
  

 
	
  

 	
 “Permitted Security Interests” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Security Interests created by the Finance Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 liens for unpaid master’s and crew’s wages in accordance with usual
 maritime practice;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 liens for salvage;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 liens arising by operation of law for not more than 2 months’ prepaid
 hire under any charter in relation to a Ship not prohibited by this
 Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 liens for master’s disbursements incurred in the ordinary course of
 trading and any other lien arising by operation of law or otherwise in the
 ordinary course of the operation, repair or maintenance of a Ship, provided
 such liens do not secure amounts more than 30 days overdue (unless the
 overdue amount is being contested by the relevant Borrower in good faith by
 appropriate steps) and subject, in the case of liens for repair or
 maintenance, to Clause 14.12(g);

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pertinent Document” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 any Finance Document;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 


9









	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 England and Wales;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pertinent
 Matter” means:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Qualified IPO” means an initial public offering by GasLog of
 its common stock on NASDAQ and/or another reputable stock exchange approved
 by the Agent acting with the consent of the Lenders (such consent not to be
 unreasonably withheld or delayed), where:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 such offering has been structured in form and substance satisfactory
 to the Agent acting with the consent of the Lenders (such consent not to be
 unreasonably withheld or delayed);

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 such offering has resulted in net cash proceeds of at least
 $150,000,000 received by GasLog; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the shares of such offering have been listed on the relevant stock
 exchange;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Quotation Date” means, in relation to any Interest Period
 (or any other period for which an interest rate is to be determined under any
 provision of a Finance Document), the day on 

 


10









	
  

 	
  

 	
  

 
	
  

 	
 which quotations would ordinarily be given by leading banks in the
 London Interbank Market for deposits in the currency in relation to which
 such rate is to be determined for delivery on the first day of that Interest
 Period or other period;

 
	
  

 	
  

 
	
  

 	
 “Reference Banks” means, subject to Clause 26.16, Nordea Bank
 Finland plc, London Branch, ABN AMRO Bank N.V. and Citibank International Plc
 and any one other prime international bank from time to time selected by the
 Agent;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Relevant Person” has the meaning given in Clause 19.9;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Replacement Charter” means, in relation to a Ship, any
 charter entered into between the relevant Borrower and a charterer which is
 acceptable to the Majority Lenders and on terms approved by the Lenders;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Screen Rate” means, in relation to any period for which an
 interest rate is to be determined under any provision of a Finance Document,
 the British Bankers’ Association Interest Settlement Rate for Dollars for the
 relevant period displayed on the appropriate page of the Telerate or 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;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Security Interest” means:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any arrangement entered into by a person (A) the effect of which is
 to place another person (B) in a position which is similar, in economic
 terms, to the position in which B would have been had he held a security
 interest over an asset of A; but this paragraph (c) does not apply to a right
 of set off or combination of accounts conferred by the standard terms of
 business of a bank or financial institution;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 


11









	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 neither any Borrower nor any Security Party has any future or
 contingent liability under Clause 20, 21 or 22 or any other provision of this
 Agreement or another Finance Document or a Master Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Security Trustee” means Nordea Bank Finland Plc, London
 Branch, acting in such capacity through its office at 8th Floor, City Place
 House, 55 Basinghall Street, London EC2V 5NB, or any successor of it
 appointed under clause 5 of the Agency and Trust Deed;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 “Shares Pledges” means, in relation to a Borrower, a deed
 creating security over that share capital of the Borrower to be granted by
 GasLog Carriers to the Security Trustee in the Agreed Form;

 
	
  

 	
  

 
	
  

 	
 “Ship” means each of Ship 1 and Ship 2 and together means
 both of them;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Ship 1” means the 155,000 cbm LNG vessel which is to be
 constructed by the Builder for, and purchased by, Borrower 1 under the
 relevant Shipbuilding Contract and having the Builder’s hull number 2016;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Ship 2” means the 155,000 cbm LNG vessel which is to be
 constructed by the Builder for, and purchased by, Borrower 2 under the
 relevant Shipbuilding Contract and having the Builder’s hull number 2017;

 
	
  

 	
  

 
	
  

 	
 “Shipbuilding Contract” means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to Ship 1 the shipbuilding contract dated 30 March 2011
 and made between the Builder and Borrower 1 for the construction by the
 Builder of that Ship and its purchase by Borrower 1 as supplemented and
 amended from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to Ship 2 the shipbuilding contract dated 30 March 2011
 and made between the Builder and Borrower 2 for the construction by the
 Builder of that Ship and its purchase by Borrower 2 as supplemented and
 amended from time to time,

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 and, in the plural, means all such Shipbuilding Contracts;

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Swap Bank” means a bank or financial institution
 listed in Schedule 2 and acting through its branch indicated in Schedule 2;

 
	
  

 	
  

 
	
  

 	
 “Swap Counterparty” means, at any relevant time and in
 relation to a continuing Designated Transaction, the Swap Bank which is a
 party to that Designated Transaction;

 
	
  

 	
  

 
	
  

 	
 “Swap Exposure” means, as at any relevant date and in
 relation to a Swap Counterparty, the amount certified by the Swap
 Counterparty to the Agent to be the aggregate net amount in Dollars which
 would be payable by a Borrower to the Swap Counterparty under (and calculated
 in accordance with) section 6(e) (Payments on Early Termination) of the
 Master 

 


12









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreement entered into by the Swap Counterparty with that Borrower if
 an Early Termination Date had occurred on the relevant date in relation to
 all continuing Designated Transactions entered into between that Borrower and
 the Swap Counterparty and as if the Borrower were the sole Affected Party;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Total Loss” means, in relation to a Ship:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any expropriation, confiscation, requisition or acquisition of the
 Ship, whether for full consideration, a consideration less than its proper
 value, a nominal consideration or without any consideration, which is
 effected by any government or official authority or by any person or persons
 claiming to be or to represent a government or official authority (excluding
 a requisition for hire for a fixed period not exceeding 1 year without any
 right to an extension and provided that market hire is being paid for such
 requisition) unless it is within 2 months redelivered to the full control of
 the Borrower owning the Ship; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any arrest, capture, seizure, detention, destruction or abandonment
 of the Ship (including any hijacking, theft or condemnation) unless it is
 within 2 months redelivered to the full control of the Borrower owning the
 Ship;

 
	
  

 	
  

 	
  

 
	
  

 	
 “Total Loss Date” means, in relation to a Ship:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 “Tranche” means each of Tranche A and Tranche B;

 
	
  

 	
  

 
	
  

 	
 “Tranche A” means an amount of up to $138,500,000 in relation to Ship
 1 to be made available by 1 Advance which shall be applied to part finance
 the final delivery installment due to be paid to the Builder under the
 Shipbuilding Contract for Ship 1;

 
	
  

 	
  

 
	
  

 	
 “Tranche B” means an amount of up to $138,500,000 in relation to Ship
 2 to be made available by 1 Advance which shall be applied to part finance
 the final delivery installment due to be paid to the Builder under the
 Shipbuilding Contract for Ship 2;

 
	
  

 	
  

 
	
  

 	
 “Transaction” has the meaning given in each Master Agreement;

 
	
  

 	
  

 
	
  

 	
 “Transfer Certificate” has the meaning given in Clause 26.2; and

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 1.2.

 	
 Construction of
 certain terms. In this Agreement:

 
	
  

 	
  

 	
  

 
	
  

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

 


13









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


14









	
  

 	
  

 
	
  

 	
 “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;

 
	
  

 	
  

 
	
  

 	
 “subsidiary” has the meaning given in Clause 1.4;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 1.3.

 	
 Meaning of “month”.
 A period of 1 or more “months” ends on the day in the relevant calendar month
 numerically corresponding to the day of the calendar month on which the
 period started (“the numerically corresponding day”), but:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 1.4.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 1.5.

 	
 General
 Interpretation. In this Agreement:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 Clauses 1.1 to 1.5 apply unless the contrary intention appears.

 


15









	
  

 	
  

 
	
 1.6.

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

 
	
  

 	
  

 
	
 2

 	
 FACILITY

 
	
  

 	
  

 
	
 2.1.

 	
 Amount of facility.
 Subject to the other provisions of this Agreement, the Lenders shall make a
 loan facility not exceeding $277,000,000 available to the Borrowers
 comprising up to $138,500,000 in respect of Tranche A and up to $138,500,000
 in respect of Tranche B.

 
	
  

 	
  

 
	
 2.2.

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

 
	
  

 	
  

 
	
 2.3.

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

 
	
  

 	
  

 
	
 2.4.

 	
 Application of
 amounts. No Creditor Party is obliged to monitor or
 verify the application of any amount borrowed under this Agreement.

 
	
  

 	
  

 
	
 3

 	
 POSITION OF THE LENDERS AND SWAP BANKS

 
	
  

 	
  

 
	
 3.1.

 	
 Interests of
 Lenders several. The rights of the Lenders and of
 the Swap Banks under this Agreement and under the Master Agreements are
 several.

 
	
  

 	
  

 
	
 3.2.

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

 
	
  

 	
  

 
	
 3.3.

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

 
	
  

 	
  

 
	
 3.4.

 	
 Obligations of
 Creditor Parties several. The obligations of the
 Creditor Parties under this Agreement and the Master Agreement to which each
 is a party are several; and a failure of the Creditor Parties to perform its
 obligations under this Agreement or under the Master Agreement to which it is
 a party shall not result in:

 
	
  

 	
  

 
	
 (a)

 	
 the obligations of the other Creditor Parties being increased; nor

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 4

 	
 DRAWDOWN

 
	
  

 	
  

 
	
 4.1.

 	
 Request for
 Advance. Subject to the following conditions, the
 Borrowers may request an Advance to be made by ensuring that the Agent
 receives a completed Drawdown Notice not later than 11.00 a.m. (London time)
 3 Business Days prior to the intended Drawdown Date.

 
	
  

 	
  

 
	
 4.2.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 there shall be no more than 1 Advance in each Tranche; and

 


16









	
  

 	
  

 
	
 (c)

 	
 the amount of the Advance under a Tranche shall not exceed the amount
 set out for that Advance in the definition of that Tranche in Clause 1.1 and
 such Advance shall be applied for the purpose set out for that Advance in the
 definition of that Tranche in Clause 1.1.

 
	
  

 	
  

 
	
 4.3.

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

 
	
  

 	
  

 
	
 (a)

 	
 the amount of the Advance and the Drawdown Date;

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 the duration of the first Interest Period.

 
	
  

 	
  

 
	
 4.4.

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

 
	
  

 	
  

 
	
 4.5.

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

 
	
  

 	
  

 
	
 4.6.

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

 
	
  

 	
  

 
	
 (a)

 	
 to the account of the Builder which the Borrowers specify in the
 Drawdown Notice; and

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 4.7.

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

 
	
  

 	
  

 
	
 5

 	
 INTEREST

 
	
  

 	
  

 
	
 5.1.

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

 
	
  

 	
  

 
	
 5.2.

 	
 Normal rate of
 interest. Subject to the provisions of this
 Agreement, the rate of interest on each Advance in respect of an Interest
 Period applicable to it shall be the aggregate of the Margin, the Mandatory
 Cost (if any) and LIBOR for that Interest Period.

 
	
  

 	
  

 
	
 5.3.

 	
 Payment of accrued
 interest. In the case of an Interest Period longer
 than 3 months, accrued interest shall be paid every 3 months during that
 Interest Period and on the last day of that Interest Period.

 
	
  

 	
  

 
	
 5.4.

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

 
	
  

 	
  

 
	
 (a)

 	
 each rate of interest; and

 
	
  

 	
  

 
	
 (b)

 	
 the duration of each Interest Period; as soon as reasonably
 practicable after each is determined.

 
	
  

 	
  

 
	
 5.5.

 	
 Obligation of
 Reference Banks to quote. A Lender which is a
 Reference Bank shall use all reasonable efforts to supply the quotation
 required of it for the purposes of fixing a rate of interest under this
 Agreement.

 


17









	
  

 	
  

 
	
 5.6.

 	
 Absence of
 quotations by Reference Banks. If any Reference Bank
 fails to supply a quotation, the Agent shall determine the relevant LIBOR on
 the basis of the quotations supplied by the other Reference Bank or Banks;
 but if 2 or more of the Reference Banks fail to provide a quotation, the
 relevant rate of interest shall be set in accordance with the following
 provisions of this Clause 5.

 
	
  

 	
  

 
	
 5.7.

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

 
	
  

 	
  

 
	
 (a)

 	
 no Screen Rate is quoted and 2 or more of the Reference Banks do not,
 before 1.00 p.m. (London time) on the Quotation Date for an Interest Period,
 provide quotations to the Agent in order to fix LIBOR; or

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 5.8.

 	
 Notification of
 market disruption. The Agent shall promptly notify
 the Borrowers, each of the Lenders and each of the Swap Counterparties
 stating the circumstances falling within Clause 5.7 which have caused its
 notice to be given.

 
	
  

 	
  

 
	
 5.9.

 	
 Suspension of
 drawdown. If the Agent’s notice under Clause 5.8 is
 served before an Advance is made:

 
	
  

 	
  

 
	
 (a)

 	
 in a case falling within Clauses 5.7(a) or (b), the Lenders’
 obligations to make the Advance;

 
	
  

 	
  

 
	
 (b)

 	
 in a case falling within Clause 5.7(c), the Affected Lender’s
 obligation to participate in the Advance;

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

 
	
  

 	
  

 
	
 5.10.

 	
 Negotiation of
 alternative rate of interest. If the Agent’s notice
 under Clause 5.8 is served after an Advance is made, the Borrowers, the
 Agent, the Lenders or (as the case may be) the Affected Lender and the Swap
 Counterparties shall use reasonable endeavours to agree, within the 30 days
 after the date on which the Agent serves its notice under Clause 5.8 (the
 “Negotiation Period”), an alternative interest rate or (as the case may be)
 an alternative basis for the Lenders or (as the case may be) the Affected
 Lender to fund or continue to fund their or its Contribution during the
 Interest Period concerned.

 
	
  

 	
  

 
	
 5.11.

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

 
	
  

 	
  

 
	
 5.12.

 	
 Alternative rate of
 interest in absence of agreement. If an alternative
 interest rate or alternative basis is not agreed within the Negotiation
 Period, and the relevant circumstances are continuing at the end of the
 Negotiation Period, then the Agent shall, with the agreement of each Lender
 or (as the case may be) the Affected Lender, set an interest period and
 interest rate representing the cost of funding of the Lenders or (as the case
 may be) the Affected Lender in Dollars or in any available currency of their
 or its Contribution plus the Margin and the Mandatory Cost (if any); and the
 procedure provided for by this Clause 5.12 shall be repeated if the relevant
 circumstances are continuing at the end of the interest period so set by the
 Agent.

 


18









	
  

 	
  

 
	
 5.13.

 	
 Notice of
 prepayment. If the Borrowers do not agree with an
 interest rate set by the Agent under Clause 5.12, the Borrowers may give the
 Agent not less than 15 Business Days’ notice of its intention to prepay at
 the end of the interest period set by the Agent.

 
	
  

 	
  

 
	
 5.14.

 	
 Prepayment; termination
 of Commitments. A notice under Clause 5.13 shall be
 irrevocable; the Agent shall promptly notify the Lenders or (as the case may
 require) the Affected Lender of the Borrowers’ notice of intended prepayment;
 and:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 5.15.

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

 
	
  

 	
  

 
	
 5.16.

 	
 Designated
 Transactions under a Master Agreement. At any time
 the Borrowers may request the Swap Banks (by advising the Agent who shall
 (after first advising the Swap Banks of the amount and the maturity of the
 intended hedge and consulting with them) then advise the Swap Banks of the
 rate as determined by the Agent and invite each Swap Bank to participate on a
 pro-rata basis in the intended hedge by entering into a Designated
 Transaction at such rate) to conclude Designated Transactions for the purpose
 of swapping their interest payment obligations and/or their currency exposure
 under this Agreement. Signature of a Master Agreement does not commit the
 Swap Bank concerned to conclude Designated Transactions, or even to offer
 terms for doing so, but does provide a contractual framework within which
 Designated Transactions may be concluded and secured, assuming that the Swap
 Bank concerned is willing to conclude any Designated Transaction at the
 relevant time and that, if that is the case, mutually acceptable terms can
 then be agreed at the relevant time.

 
	
  

 	
  

 
	
 6

 	
 INTEREST PERIODS

 
	
  

 	
  

 
	
 6.1.

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

 
	
  

 	
  

 
	
 6.2.

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

 
	
  

 	
  

 
	
 (a)

 	
 1, 2, 3 or 6 months as notified by the Borrowers to the Agent not
 later than 11.00 a.m. (London time) 3 Business Days before the commencement
 of the Interest Period;

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 such other period as the Agent may, with the authorisation of all the
 Lenders, agree with the Borrowers.

 
	
  

 	
  

 
	
 6.3.

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

 
	
  

 	
  

 
	
 6.4.

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

 


19









	
  

 	
  

 	
  

 
	
 7

 	
 DEFAULT INTEREST

 
	
  

 	
  

 	
  

 
	
 7.1.

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

 
	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 	
  

 
	
 7.2.

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

 
	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 7.3.

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

 
	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 LIBOR; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
 7.4.

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

 
	
  

 	
  

 	
  

 
	
 7.5.

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

 
	
  

 	
  

 	
  

 
	
 7.6.

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

 
	
  

 	
  

 	
  

 
	
 7.7.

 	
 Application to
 Master Agreements. For the avoidance of doubt, this
 Clause 7 does not apply to any amount payable under a Master Agreement in
 respect of any continuing Designated Transaction as to which section 9(h)(i)
 (Default Interest; Other Amounts) of that Master Agreement shall apply.

 


20









	
  

 	
  

 
	
 8

 	
 REPAYMENT AND PREPAYMENT

 
	
  

 	
  

 
	
 8.1.

 	
 Amount of repayment
 instalments. The Borrowers shall repay the Loan as
 follows:

 
	
  

 	
  

 
	
 (a)

 	
 Tranche A shall be repaid by consecutive quarterly instalments each
 equal to one sixty eighth (1/68) of the amount of Tranche A drawndown and by
 a balloon instalment equal to the balance of Tranche A at that time; and

 
	
  

 	
  

 
	
 (b)

 	
 Tranche B shall be repaid by consecutive quarterly instalments each
 equal to one sixty eighth (1/68) of the amount of Tranche B drawndown and by
 a balloon instalment equal to the balance of Tranche B at that time.

 
	
  

 	
  

 
	
 8.2.

 	
 Repayment Dates.

 
	
  

 	
  

 
	
 (a)

 	
 The first quarterly instalment for each Tranche shall be repaid on
 the date falling 3 months after the Delivery Date of the Ship relating to
 that Tranche.

 
	
  

 	
  

 
	
 (b)

 	
 The final instalment, and the balloon instalment, for both Tranche A
 and Tranche B shall be repaid on the Maturity Date.

 
	
  

 	
  

 
	
 8.3.

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

 
	
  

 	
  

 
	
 8.4.

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

 
	
  

 	
  

 
	
 8.5.

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

 
	
  

 	
  

 
	
 (a)

 	
 a partial prepayment shall be $3,000,000 or an integral multiple of
 $1,000,000;

 
	
  

 	
  

 
	
 (b)

 	
 the Agent has received from the Borrowers at least 5 Business Days’
 prior written notice specifying the amount to be prepaid and the date on
 which the prepayment is to be made;

 
	
  

 	
  

 
	
 (c)

 	
 the Borrowers have provided evidence satisfactory to the Agent that
 any consent required by any Borrower or any Security Party in connection with
 the prepayment has been obtained and remains in force, and that any
 requirement relevant to this Agreement which affects the Borrowers or any
 Security Party has been complied with; and

 
	
  

 	
  

 
	
 (d)

 	
 the Borrowers have complied with Clause 8.12 on or prior to the date
 of prepayment.

 
	
  

 	
  

 
	
 8.6.

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

 
	
  

 	
  

 
	
 8.7.

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

 
	
  

 	
  

 
	
 8.8.

 	
 Mandatory
 prepayment on sale or Total Loss. The Borrower shall
 be obliged to repay the relevant Tranche if the Ship is sold or becomes a
 Total Loss:

 
	
  

 	
  

 
	
 (a)

 	
 in the case of a sale, on the date on which the sale is completed by
 delivery of the Ship to the buyer; or

 
	
  

 	
  

 
	
 (b)

 	
 in the case of a Total Loss, on the earlier of the date falling 180
 days after the Total Loss Date and the date of receipt by the Security
 Trustee of the proceeds of insurance relating to such Total Loss, 

 


21









	
  

 	
  

 	
  

 
	
  

 	
 and in this Clause 8.8 “relevant Tranche” means the Tranche
 relating to the Ship which is the subject of the relevant circumstances
 described in Clause 8.8.

 
	
  

 	
  

 
	
 8.9.

 	
 Mandatory
 prepayment on Change of Control. Following the date
 of a Qualified IPO if there is a Change of Control, the Borrowers shall be
 obliged to prepay all of the Loan no later than 60 days following the Change
 of Control unless such Change of Control is, before the end of such period
 approved by the Agent acting with the consent of the Majority Lenders.

 
	
  

 	
  

 
	
 8.10.

 	
 Amounts payable on
 prepayment. A prepayment shall be made together with
 accrued interest (and any other amount payable under Clauses 20 or 21 or
 otherwise) in respect of the amount prepaid and, if the prepayment is not
 made on the last day of an Interest Period together with any sums payable
 under Clause 21.1(b) but without premium or penalty.

 
	
  

 	
  

 
	
 8.11.

 	
 Application of
 partial prepayment. Each partial prepayment shall be
 applied pro rata against each Tranche; and for each Tranche so applied,
 against the repayment instalments specified in Clause 8.1 on a pro-rata
 basis.

 
	
  

 	
  

 
	
 8.12.

 	
 No reborrowing. No
 amount prepaid may be reborrowed and, for the avoidance of doubt, any amount
 prepaid shall permanently cancel a corresponding amount of the Total
 Commitments.

 
	
  

 	
  

 
	
 8.13.

 	
 Unwinding of
 Designated Transactions. On or prior to any
 repayment or prepayment of the Loan under this Clause 8 or any other
 provision of this Agreement, the Borrowers shall wholly or partially reverse,
 offset, unwind or otherwise terminate one or more of the continuing
 Designated Transactions so that the notional principal amount of the
 continuing Designated Transactions thereafter remaining does not and will not
 in the future (taking into account the scheduled amortisation) exceed the
 amount of the Loan as reducing from time to time thereafter pursuant to
 Clause 8.1.

 
	
  

 	
  

 	
  

 
	
 9 

 	
 CONDITIONS PRECEDENT/SUBSEQUENT 

 
	
  

 	
  

 
	
 9.1.

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 that, on or before the service of the first Drawdown Notice, the
 Agent receives the documents described in Part A of Schedule 4 in form and
 substance satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 that on or before the Drawdown Date for an Advance, the Agent
 receives in respect of that Advance the documents described in Part B of
 Schedule 4 is in a form and substance satisfactory to the Agents and its
 lawyers;

 
	
  

 	
  

 
	
 (c)

 	
 that, on or before the service of the first Drawdown Notice, the
 Agent has received the arrangement fee and structuring fee referred to in
 Clause 20.1, all accrued commitment fee payable pursuant to Clause 20.1 and
 the annual agency fee referred to in Clause 20.1 and has received payment of
 the expenses referred to in Clause 20.2;

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the representations and warranties in Clause 10 and those of any
 Borrower or any Security Party which are set out in the other Finance
 Documents would be true and not misleading if repeated on each of those dates
 with reference to the circumstances then existing; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 none of the circumstances contemplated by Clause 5.7 has occurred and
 is continuing; and

 


22









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 
	
  

 	
  

 
	
 9.2.

 	
 Waiver of
 conditions precedent. If the Majority Lenders, at
 their discretion, permit an Advance to be borrowed before certain of the
 conditions referred to in Clause 9.1 are satisfied, the Borrowers shall
 ensure that those conditions are satisfied within 5 Business Days after the
 Delivery Date (or such longer period as the Agent may, with the authorisation
 of the Majority Lenders, specify).

 
	
  

 	
  

 
	
 9.3.

 	
 Condition
 subsequent - Charter. Each Borrower will send to the
 Agent as soon as possible, but in no event later than 2 Business Days after
 the Delivery Date of the Ship owned by that Borrower, documentary evidence
 that that Ship has been unconditionally delivered by that Borrower to, and
 accepted by, the Charterer under the Charter for that Ship.

 
	
  

 	
  

 
	
 10 

 	
 REPRESENTATIONS AND WARRANTIES 

 
	
  

 	
  

 
	
 10.1.

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

 
	
  

 	
  

 
	
 10.2.

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

 
	
  

 	
  

 
	
 10.3.

 	
 Share capital and
 ownership. Each Borrower has an authorised share
 capital of 12,000 registered shares of $1.00 each, all of which shares have
 been issued in registered form, and the legal title and beneficial ownership
 of all those shares is held, free of any Security Interest or other claim, by
 GasLog Carriers.

 
	
  

 	
  

 
	
 10.4.

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

 
	
  

 	
  

 
	
 (a)

 	
 to purchase and pay for the Ship to be owned by it under the relevant
 Shipbuilding Contract and register the Ship on Bermudan flag;

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 to borrow under this Agreement, to enter into Designated Transactions
 under the Master Agreements and to make all the payments contemplated by, and
 to comply with, those Finance Documents to which that Borrower is a party and
 the Master Agreements.

 
	
  

 	
  

 
	
 10.5.

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

 
	
  

 	
  

 
	
 10.6.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 


23









	
  

 	
  

 
	
 10.7.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 10.8.

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

 
	
  

 	
  

 
	
 (a)

 	
 any law or regulation; or

 
	
  

 	
  

 
	
 (b)

 	
 the constitutional documents of that Borrower; or

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 10.9.

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

 
	
  

 	
  

 
	
 10.10.

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

 
	
  

 	
  

 
	
 10.11.

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

 
	
  

 	
  

 
	
 10.12.

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

 
	
  

 	
  

 
	
 10.13.

 	
 Validity and
 completeness of Shipbuilding Contracts. Each
 Shipbuilding Contract constitutes valid, binding and enforceable obligations
 of the parties thereto respectively in accordance with its terms; and:

 
	
  

 	
  

 
	
 (a)

 	
 the copy of each Shipbuilding Contract delivered to the Agent before
 the date of this Agreement is a true and complete copy; and

 
	
  

 	
  

 
	
 (b)

 	
 no amendments or additions to either Shipbuilding Contract have been
 agreed nor has any party to either Shipbuilding Contract waived any of their
 respective rights under those agreements.

 
	
  

 	
  

 
	
 10.14.

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

 


24









	
  

 	
  

 
	
 10.15.

 	
 Compliance with
 certain undertakings. At the date of this Agreement,
 the Borrowers are in compliance with Clauses 11.3, 11.5, 11.9 and 11.16.

 
	
  

 	
  

 
	
 10.16.

 	
 Taxes paid. Each
 Borrower has paid all taxes applicable to, or imposed on or in relation to
 that Borrower, its business or the Ship to be owned by it.

 
	
  

 	
  

 
	
 10.17.

 	
 ISM Code and ISPS
 Code compliance. All requirements of the ISM Code
 and the ISPS Code as they relate to the Borrowers, the Approved Managers and
 the Ships have been complied with.

 
	
  

 	
  

 
	
 10.18.

 	
 No money
 laundering. Without prejudice to the generality of
 Clause 2.3, in relation to the borrowing by the Borrowers of the Loan, the
 performance and discharge of its obligations and liabilities under the
 Finance Documents and the Master Agreements, and the transactions and other
 arrangements affected or contemplated by the Finance Documents and the Master
 Agreements to which a Borrower is a party, each Borrower confirms (i) that it
 is acting for its own account; (ii) that it will use the proceeds of the Loan
 for its own benefit, under its full responsibility and exclusively for the
 purposes specified in this Agreement; and (iii) that the foregoing will not
 involve or lead to a contravention of any law, official requirement or other
 regulatory measure or procedure implemented to combat “money laundering” (as
 defined in Article 1 of Directive 2005/60/EC of the European Parliament and
 of the Council.

 
	
  

 	
  

 
	
 11

 	
 GENERAL UNDERTAKINGS

 
	
  

 	
  

 
	
 11.1.

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

 
	
  

 	
  

 
	
 11.2.

 	
 Title. Each
 Borrower will hold the legal title to, and own the entire beneficial interest
 in the Ship owned by it, its Insurances and Earnings, free from all Security
 Interests and other interests and rights of every kind, except for those
 created by the Finance Documents and the effect of assignments contained in
 the Finance Documents and except for Permitted Security Interests.

 
	
  

 	
  

 
	
 11.3.

 	
 Negative pledge. Neither
 Borrower will create or permit to arise any Security Interest (except for
 Permitted Security Interests) over any asset, present or future (including,
 but not limited to, the Borrowers’ rights against a Swap Counterparty under a
 Master Agreement or all or any part of the Borrowers’ interest in any amount
 payable to a Borrower by a Swap Counterparty under a Master Agreement).

 
	
  

 	
  

 
	
 11.4.

 	
 No disposal of
 assets. Neither Borrower will transfer, lease or
 otherwise dispose of

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 other than in the ordinary course of business.

 
	
  

 	
  

 
	
 11.5.

 	
 No other
 liabilities or obligations to be incurred. Neither
 Borrower will incur any liability (including, without limitation and for the
 avoidance of doubt, any contingent liability) or obligation except:

 
	
  

 	
  

 
	
 (a)

 	
 liabilities and obligations under the relevant Shipbuilding Contract,
 the Finance Documents to which it is a party and the Charter in relation to
 the Ship to be owned by it;

 
	
  

 	
  

 
	
 (b)

 	
 obligations reasonably incurred in the ordinary course of operating
 and chartering the Ship owned by it;

 
	
  

 	
  

 
	
 (c)

 	
 Designated Transactions; and

 


25









	
  

 	
  

 
	
 (d)

 	
 liabilities and obligations under any loan made to a Borrower by its
 shareholders which is fully subordinated to the satisfaction of the Agent
 (and each Borrower undertakes to procure that no such loan shall be due nor
 capable of becoming due, nor will that Borrower pay or repay any amount under
 any such loan, until after the end of the Security Period),

 
	
  

 	
  

 
	
 11.6.

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

 
	
  

 	
  

 
	
 11.7.

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

 
	
  

 	
  

 
	
 (a)

 	
 as soon as possible, but in no event later than 150 days after the
 end of each financial year of that Borrower, the audited individual accounts
 of that Borrower;

 
	
  

 	
  

 
	
 (b)

 	
 as soon as possible, but in no event later than 90 days after the end
 of the first 6-month period in each financial year of that Borrower, the
 unaudited individual accounts of that Borrower, certified as to their
 correctness by the chief financial officer of that Borrower;

 
	
  

 	
  

 
	
 (c)

 	
 as soon as possible, but in no event later than 150 days after the
 end of each financial year of GasLog, the audited consolidated accounts of
 GasLog and its subsidiaries;

 
	
  

 	
  

 
	
 (d)

 	
 as soon as possible, but in no event later than 90 days after the end
 of the first 6-month period in each financial year of GasLog, the unaudited
 consolidated accounts of GasLog and its subsidiaries, certified as to their
 correctness by the chief financial officer of GasLog;

 
	
  

 	
  

 
	
 (e)

 	
 together with each set of accounts provided under 11.7(a), (b), (c)
 and (d), a compliance certificate in the form set out in Schedule 8 to this
 Agreement (or in such other form as the Agent may reasonably require) duly
 signed by the chief financial officers of each Borrower and GasLog together
 with such other financial and other information relating to either Borrower
 or GasLog as the Security Trustee may request for this purpose; and

 
	
  

 	
  

 
	
 (f)

 	
 as soon as possible, but in no event later than 3 months after the
 end of each financial year of that Borrower, a 3 year financial projection
 for that Borrower in a format approved by the Agent.

 
	
  

 	
  

 
	
 11.8.

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

 
	
  

 	
  

 
	
 (a)

 	
 be prepared in accordance with all applicable laws and IFRS;

 
	
  

 	
  

 
	
 (b)

 	
 give a true and fair view of the state of affairs of the relevant
 Borrower (or, as the case may be, GasLog and its subsidiaries) at the date of
 those accounts and of its or their profit for the period to which those
 accounts relate; and

 
	
  

 	
  

 
	
 (c)

 	
 fully disclose or provide for all significant liabilities of the
 relevant Borrower (or, as the case may be, GasLog and its subsidiaries).

 
	
  

 	
  

 
	
 11.9.

 	
 Shareholder and
 creditor notices. Each Borrower will send the Agent,
 at the same time as they are despatched, copies of all communications which
 that Borrower is legally obliged to despatch to that Borrower’s shareholders
 or creditors or any class of them.

 
	
  

 	
  

 
	
 11.10.

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

 
	
  

 	
  

 
	
 (a)

 	
 for that Borrower to perform its obligations under any Finance
 Document to which it is party or any Master Agreement;

 
	
  

 	
  

 
	
 (b)

 	
 for the validity or enforceability of any Finance Document to which
 it is a party or any Master Agreement; and

 


26









	
  

 	
  

 
	
 (c)

 	
 for that Borrower to continue to own and operate the Ship owned by
 it;

 
	
  

 	
  

 
	
  

 	
 and that Borrower will comply with the terms of all such consents.
 Without prejudice to the other obligations under the Finance Documents, each
 Borrower shall comply in all respects with all laws and regulations to which
 it may be subject.

 
	
  

 	
  

 
	
 11.11.

 	
 Maintenance of
 Security Interests. Each Borrower will:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 11.12.

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

 
	
  

 	
  

 
	
 11.13.

 	
 No amendment to
 Shipbuilding Contracts. Neither Borrower will agree to
 any material amendment or supplement to, or waive or fail to enforce, the
 relevant Shipbuilding Contract or any of its provisions without the prior
 written consent of the Agent (acting with the authorisation of the Majority
 Lenders) (such consent and authorisation not to be unreasonably withheld)
 save that either Borrower may, without requiring such consent of the Agent,
 agree with the Builder to amend the Shipbuilding Contract for the relevant
 Ship if such amendment:

 
	
  

 	
  

 
	
 (a)

 	
 does not alter the intended type, commercial use, purpose or trading
 capacity of that Ship;

 
	
  

 	
  

 
	
 (b)

 	
 does not alter the construction milestones for payment of the
 instalments of the contract price of that Ship under that Shipbuilding
 Contract;

 
	
  

 	
  

 
	
 (c)

 	
 does not extend the scheduled delivery date for that Ship beyond the
 end of the Availability Period for the Tranche in respect of that Ship;

 
	
  

 	
  

 
	
 (d)

 	
 does not alter the circumstances in which that Shipbuilding Contract
 may be cancelled, terminated or suspended or in which that Borrower and/or
 the Builder may elect to do so;

 
	
  

 	
  

 
	
 (e)

 	
 will not materially reduce that Ship’s anticipated value when
 completed; and

 
	
  

 	
  

 
	
 (f)

 	
 will not result in the Charterer under the Charter of that Ship being
 entitled to either reject that Ship or cancel that Charter.

 
	
  

 	
  

 
	
  

 	
 Provided that
 as soon as reasonably practicable after any such amendment permitted by this
 Clause 11.13, the Borrowers will notify the Agent of such amendment.

 
	
  

 	
  

 
	
 11.14.

 	
 No amendment to
 Master Agreements. Neither Borrower will agree to
 any amendment or supplement to, or waive or fail to enforce, any Master
 Agreement or any of its provisions. For the avoidance of doubt, this clause
 will not prevent either Borrower from entering into or amending Designated
 Transactions or Confirmations

 
	
  

 	
  

 
	
 11.15.

 	
 Principal place of
 business. Each Borrower will maintain its place of
 business, and keep its corporate documents and records, at the address stated
 at the commencement of this 

 


27









	
  

 	
  

 
	
  

 	
 Agreement; and no Borrower will establish, or do anything as a result
 of which it would be deemed to have, a place of business in any country other
 than Bermuda.

 
	
  

 	
  

 
	
 11.16.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 11.17.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 11.18.

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

 
	
  

 	
  

 
	
 (a)

 	
 to that Borrower or the Ship owned by it, the Earnings or the
 Insurances; or

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 11.19.

 	
 Provision of
 translation of documents. In relation to the
 documents referred to above, if the Agent so requires in respect of any of
 those documents, the Borrowers will provide a certified English translation
 prepared by a translator approved by the Agent.

 
	
  

 	
  

 
	
 11.20.

 	
 Access to books and
 records. The Borrowers shall permit one or more
 representatives of the Agent, at the reasonable request of the Agent, to have
 reasonable access to its books and records and to inspect the same during
 normal business hours at its offices upon reasonable prior written notice.

 
	
  

 	
  

 
	
 11.21.

 	
 Press releases. The
 Borrowers will send to the Agent, at the same time as they are dispatched,
 copies of all press releases which are issued by the Borrowers.

 
	
  

 	
  

 
	
 11.22.

 	
 “Know your customer” checks. The Borrowers shall (and shall
 procure that the Guarantors shall) promptly upon the request of the Agent,
 the Lender or Swap Bank concerned supply, or procure the supply of, such
 documentation and other evidence as is reasonably requested by the Agent (for
 itself or on behalf of any Lender or Swap Bank) or the Lender or Swap Bank
 concerned (for itself or on behalf of any prospective new Lender or new Swap
 Bank) in order for the Agent, the Lender or Swap Bank concerned or any
 prospective new Lender or new Swap Bank to carry out and be satisfied it has
 complied with all necessary “know your customer” or other similar checks
 under all applicable laws and regulations pursuant to the transactions
 contemplated in the Finance Documents and Master Agreements.

 
	
  

 	
  

 
	
 11.23.

 	
 Termination of
 Charter or Replacement Charter. Upon termination or
 expiry of a Charter or a Replacement Charter, the Borrower owning the Ship to
 which that Charter (or, as the case may be, that Replacement Charter) relates
 shall, within 30 days after the date of such termination or cancellation,
 deposit $20,000,000 on an account with the Agent and that Borrower shall
 execute security, in favour of the Security Trustee (on behalf of the Lenders
 and the Swap Banks) and acceptable to the Lenders, over such account. Such
 cash collateral 

 


28









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 shall be released to that Borrower upon that Borrower having entered
 into a Replacement Charter (or, as the case may be, another Replacement
 Charter) and that Ship having been delivered and accepted under such
 Replacement Charter.

 
	
  

 	
  

 
	
 11.24.

 	
 Charter
 non-extension

 
	
  

 	
  

 
	
 (a)

 	
 If the Charterer does not exercise its option to extend either
 Charter and subject to Clause 11.24(b), with effect on and from 12 months
 prior to the expiry of such Charter, the Borrower owning the Ship to which
 that Charter relates shall on each Repayment Date pursuant to Clause 8.1
 transfer 90 per cent. of any free cash (after deductions for operating
 expenses in relation to that Ship but otherwise that Borrower undertakes not
 to withdraw or transfer any other amount from the Earnings Account for that
 Ship) on that Earnings Account (up to $10,000,000 in aggregate for that Ship)
 to an account with the Agent and shall execute security, in favour of the
 Security Trustee (on behalf of the Lenders and the Swap Banks) and acceptable
 to the Lenders, over such account (with the monies in such secured account
 (including any interest thereon) only being used for repaying, on the
 Maturity Date, firstly the Loan, and making the payments referred to in
 Clause 8.3, secondly any Swap Exposure and thereafter returned to the
 relevant Borrower).

 
	
  

 	
  

 
	
 (b)

 	
 However, if Clause 11.24(a) applies to a Borrower
 but subsequently that Borrower enters into a Replacement Charter of the Ship
 owned by that Borrower and that Ship is delivered and accepted under such
 Replacement Charter, the monies in the secured account referred to in Clause
 11.24(a) for that Ship shall be released to that Borrower and Clause 11.24(a)
 shall thereupon cease to apply to that Borrower.

 
	
  

 	
  

 	
  

 
	
 11.25.

 	
 Financial
 covenants.

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 In this Clause 11.25, Clause 12.4 and any compliance certificate
 delivered pursuant to Clause 11.7(e):

 
	
  

 	
  

 	
  

 
	
  

 	
 “Borrower’s Cash” means, in relation to a Borrower at any
 date of determination under this Agreement, the aggregate value on the date
 of determination of that Borrower’s credit balances on any deposit, savings
 or current account and that Borrower’s cash in hand, each as determined in
 accordance with IFRS, but excluding any such credit balances and cash then
 subject to a Security Interest (other than any Security Interest arising
 under a Finance Document);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Borrower’s Cash Equivalent” means, in relation to a Borrower
 at any date of determination under this Agreement, the aggregate value of:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 each certificate of deposit maturing within 1 year after the date of
 determination and issued by either the Agent or any other bank or financial
 institution approved by the Agent;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 each investment in marketable debt obligations issued or guaranteed
 by the government of the United States of America or any member state of the
 European Economic Area and having a rating of AAA from Standard & Poor’s
 Ratings Group or the equivalent with any other principal credit rating agency
 in the United States of America or Europe, or by an instrumentality or agency
 of any of them having an equivalent credit rating, maturing within 1 year after
 the date of determination and not convertible or exchangeable to any other
 security;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 each commercial paper not convertible or exchangeable to any other
 security:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 for which a recognised trading market exists;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 issued by an issuer incorporated in the United States of America or
 any member state of the European Economic Area;

 


29








	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 which
 matures within 1 year after the date of determination; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 which has a
 credit rating of either A-1 or higher by Standard & Poor’s Rating
 Services or Fl or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s
 Investor Services Limited or, if no rating is available in respect of the
 commercial paper, the issuer of which has, in respect of its long-term
 unsecured and non-credit enhanced debt obligations, an equivalent rating;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 each
 Sterling bill of exchange eligible for rediscount at the Bank of England and
 accepted by a bank or financial institution approved by the Facility Agent
 (or their dematerialised equivalent);

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 each
 investment in a money market fund which:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 has a credit
 rating of either A-1 or higher by Standard & Poor’s Rating Services or Fl
 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services
 Limited;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 invests
 substantially all its assets in securities of the types described in
 paragraphs (a) to (d) above; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 can be turned into cash on not
 more than 30 days’ notice; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 each other
 debt security approved by the Majority Lenders,

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 in each case
 as determined in accordance with IFRS, to which that Borrower is beneficially
 entitled at that time and which is not issued or guaranteed by any Excluded
 Company nor subject to any Security Interest (other than any Security
 Interest arising under a Finance Document);

 
	
  

 	
  

 	
  

 
	
  

 	
 “Excluded Companies” means the
 Counter-Guarantors, GasLog and GasLog Carriers and each subsidiary of either
 Counter-Guarantor, GasLog or GasLog Carriers and, in the singular, means any
 of them;

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Group” means GasLog and its
 subsidiaries;

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Group’s Cash” means, at any date
 of determination under this Agreement, the aggregate value on the date of
 determination of the GasLog Group’s credit balances on any deposit, savings
 or current account and the GasLog Group’s cash in hand, each as determined on
 a consolidated basis in accordance with IFRS, but excluding any such credit
 balances and cash then subject to a Security Interest (other than any
 Security Interest arising under a Finance Document);

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Group’s Cash Equivalent” means, at
 any date of determination under this Agreement, the aggregate value of:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 each
 certificate of deposit maturing within 1 year after the date of determination
 and issued by either the Agent or any other bank or financial institution
 approved by the Agent;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 each
 investment in marketable debt obligations issued or guaranteed by the
 government of the United States of America or any member state of the
 European Economic Area and having a rating of AAA from Standard & Poor’s
 Ratings Group or the equivalent with any other principal credit rating agency
 in the United States of America or Europe, or by an instrumentality or agency
 of any of them having an equivalent credit rating, maturing within 1 year
 after the date of determination and not convertible or exchangeable to any
 other security;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 each commercial
 paper not convertible or exchangeable to any other security:

 


30 









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 for which a
 recognised trading market exists;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 issued by an
 issuer incorporated in the United States of America or any member state of
 the European Economic Area;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 which
 matures within 1
 year after the date of determination; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 which has a
 credit rating of either A-1 or higher by Standard & Poor’s Rating
 Services or Fl or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor
 Services Limited or, if no rating is available in respect of the commercial
 paper, the issuer of which has, in respect of its long-term unsecured and
 non-credit enhanced debt obligations, an equivalent rating;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 each
 Sterling bill of exchange eligible for rediscount at the Bank of England and
 accepted by a bank or financial institution approved by the Facility Agent
 (or their dematerialised equivalent);

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 each
 investment in a money market fund which:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 has a credit
 rating of either A1 or higher by Standard & Poor’s Rating Services or F1
 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services
 Limited;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 invests
 substantially all its assets in securities of the types described in
 paragraphs (a) to (d) above; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 can be
 turned into cash on not more than 30 days’ notice; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 each other
 debt security approved by the Majority Lenders,

 
	
  

 	
  

 	
  

 
	
  

 	
 in each case
 as determined on a consolidated basis in accordance with IFRS, to which any
 member of the GasLog Group is alone (or together with any other member of the
 GasLog Group) beneficially entitled at that time and which is not issued or
 guaranteed by any Excluded Company nor subject to any Security Interest
 (other than any Security Interest arising under a Finance Document);

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Group’s Current Assets” means, at
 any date of determination under this Agreement, the amount of the current
 assets of the GasLog Group determined on a consolidated basis in accordance
 with IFRS and as shown in the GasLog Group’s Latest Accounts;

 
	
  

 	
  

 	
  

 
	
  

 	
 “GasLog Group’s Current Liabilities”
 means, at any date of determination under this Agreement, the amount of the
 current liabilities of the GasLog Group determined on a consolidated basis in
 accordance with IFRS and as shown in the GasLog Group’s Latest Accounts (but
 excluding the short term portion of any long term Financial Indebtedness);

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Debt Service” means, at
 any date of determination under this Agreement, the aggregate amount of interest,
 other finance charges (in each case, whether or not paid, payable or
 capitalised) and principal accrued by the GasLog Group in respect of
 borrowings including:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the interest
 element of leasing and hire purchase payments;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 commitment
 fees, commissions, arrangement fees and guarantee fees; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 amounts in
 the nature of interest payable in respect of any shares other than equity
 share capital,

 
	
  

 	
  

 	
  

 
	
  

 	
 adjusted
 (but without double counting) by:

 


31









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 adding back
 the net amount payable (or deducting the net amount receivable) by members of
 the GasLog Group under any interest or (so far as they relate to interest)
 currency hedging arrangements; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 deducting
 interest income of the GasLog Group to the extent freely distributable to a
 member of the GasLog Group in cash,

 
	
  

 	
  

 
	
  

 	
 each as
 determined on a consolidated basis in accordance with IFRS and as shown in
 the GasLog Group’s Latest Accounts;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s EBITDA” means, at any date
 of determination under this Agreement, the profit on ordinary activities
 before taxation of the GasLog Group, adjusted by:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 adding back
 GasLog Group’s Interest Payable;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 deducting
 GasLog Group’s Interest Receivable;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 taking no
 account of any exceptional or extraordinary item;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 adding back
 depreciation and amortisation;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 deducting
 its share of profits from affiliates; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 adding back
 its loss of profits from affiliates;

 
	
  

 	
  

 
	
  

 	
 determined,
 in each case, on a consolidated basis in accordance with IFRS and as shown in
 the GasLog Group’s Latest Accounts;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Interest Payable” means,
 at any date of determination under this Agreement, all interest (including,
 without limitation, all net interest payable under interest rate swaps), all
 fees (including, but not limited to, commitment fees) and periodic financing
 charges including commissions, discounts and the interest element of rental
 payments or finance or capital leases (whether, in each case, paid, payable
 or capitalised), and all other costs, charges and expenses incurred by the
 GasLog Group in effecting, servicing or maintaining its GasLog Group’s Total
 Interest Bearing Debt determined on a consolidated basis in accordance with
 IFRS and as shown in the GasLog Group’s Latest Accounts;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Interest Receivable”
 means, at any date of determination under this Agreement, all interest
 (including, without limitation, all net interest receivable under interest
 rate swaps), all fees (including, but not limited to, commitment fees) and
 periodic financing charges including commissions, discounts and the interest
 element of rental payments or finance or capital leases (whether, in each
 case, paid, payable or capitalised), and all other costs, charges and expenses
 received or receivable by the GasLog Group in connection with any Financial
 Indebtedness of a type referred to in the definition of GasLog Group’s Total
 Interest Bearing Debt determined on a consolidated basis in accordance with
 IFRS and as shown in the GasLog Group’s Latest Accounts;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Latest Accounts” means, at
 any date, the consolidated accounts of the GasLog Group most recently
 delivered to the Agent pursuant to clause 11.3 of the Guarantee executed by
 GasLog;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Market Adjusted Net Worth”
 means, at any date of determination under this Agreement, the GasLog Group’s
 Total Capitalisation adjusted to reflect the market value of the ships and
 all other assets owned by the GasLog Group, less GasLog Group’s Total Debt;

 
	
  

 	
  

 
	
  

 	
 “GasLog Group’s Total Capitalisation”
 means, at any date of determination under this Agreement, the amount of the
 total assets of the GasLog Group determined on a consolidated basis in
 accordance with IFRS and as shown in the GasLog Group’s Latest Balance Sheet;

 


32









	
  

 	

  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “GasLog Group’s Total Debt” means, at any date of determination
 under this Agreement, the amount of the total debt of the GasLog Group
 determined on a consolidated basis in accordance with IFRS and as shown in
 the GasLog Group’s Latest Balance Sheet;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “GasLog Group’s Total Interest Bearing Debt” means, in respect of the GasLog Group,
 at any time the aggregate of the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 outstanding principal amount of any moneys borrowed or raised;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the outstanding
 principal amount of any acceptance under any acceptance credit;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the
 outstanding principal amount of any bond, note, debenture, loan stock or
 other similar instrument;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the
 capitalised element of indebtedness under a finance or capital lease;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the
 outstanding principal amount of all moneys owing in connection with the sale
 or discounting of receivables (otherwise than on a non-recourse basis);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 the
 outstanding principal amount of any indebtedness arising from any deferred
 payment agreements arranged primarily as a method of raising finance or
 financing the acquisition of an asset;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 any fixed or
 minimum premium payable on the repayment or redemption of any instrument
 referred to in paragraph (c) above;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

 	
 the
 outstanding principal amount of any indebtedness arising in connection with
 any other transaction (including any forward sale or purchase agreement)
 which has the commercial effect of a borrowing; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the
 outstanding principal amount of any indebtedness of any person of a type
 referred to in paragraphs (a) - (h) above which is the subject of a
 guarantee, indemnity or similar assurance against financial loss given by a
 member of the GasLog Group; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “GasLog Group’s Working Capital” means Current Assets less Current
 Liabilities.

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 The
 Borrowers shall ensure that the consolidated financial position of the GasLog
 Group on a consolidated basis is such that at all times during the Security
 Period:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 GasLog Group’s
 Working Capital is not less than $0;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 there is
 available to the GasLog Group at all times after the first Drawdown Date an
 aggregate amount of GasLog Group’s Cash and GasLog Group’s Cash Equivalents
 equal to at least the greater of (i) $20,000,000 and (ii) 3 per cent. of
 GasLog Group’s Total Interest Bearing Debt;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the ratio of
 GasLog Group’s Total Debt to GasLog Group’s Total Capitalisation is not more
 than:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 prior to the
 date of a Qualified IPO, 0.70 : 1; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 following
 the date of a Qualified IPO, 0.65 : 1;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 GasLog
 Group’s Market Adjusted Net Worth is not less than:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 prior to the
 date of a Qualified IPO, $200,000,000; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 following
 the date of a Qualified IPO, $350,000,000; and

 


33









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 the ratio of
 GasLog Group’s EBITDA to GasLog Group’s Debt Service is not less than 1.10 :
 1.

 
	
  

 
	
 (c)

 	
  

 	
 The
 Borrowers shall ensure that there is available to each Borrower at all times
 from the Drawdown Date of the Advance relating to the Ship owned or to be by
 that Borrower an aggregate amount of Borrower’s Cash and Borrower’s Cash
 Equivalents of at least US$1,500.000.

 
	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 CORPORATE UNDERTAKINGS

 
	
  

 	
  

 	
  

 
	
 12.1.

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.3.

 	
  

 	
 Negative undertakings. No Borrower will:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 carry on any
 business other than the ownership, chartering, operation and supervision of
 construction of the Ship owned by it; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 change its
 legal name, type of organisation or jurisdiction of organisation; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 provide any
 form of credit or financial assistance to any person or enter into any
 transaction with or involving any person on terms which are, in any respect,
 less favourable to the Borrowers than those which it could obtain in a
 bargain made at arms’ length;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 open or
 maintain any account with any bank or financial institution except accounts
 with the Agent and Citibank N.A., London Branch (in its capacity as the
 holder of an Earnings Account) for the purposes of the Finance Documents;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 acquire,
 sell or otherwise dispose of in any manner whatsoever any asset, or enter
 into any transaction in a derivative other than Designated Transactions;

 
	
  

 	
  

 	
  

 
	
 (g)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (h)

 	
  

 	
 change its
 fiscal year end date.

 
	
  

 	
  

 	
  

 
	
 12.4.

 	
  

 	
 Dividends

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 GasLog shall
 be entitled to declare and pay dividends:

 
	
  

 
	
  

 	
  

 	
 (i)

 	
 prior to the
 date of a Qualified IPO, in an amount of not more than 50 per cent. of its
 annual net income provided that no
 Event of Default has occurred which is continuing and no Event of Default
 will result from the declaration or payment of such dividends; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 following
 the date of a Qualified IPO, in
 such amount as it may decide provided that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 there is
 available to the GasLog Group following the payment of such dividend an
 aggregate amount of GasLog Group’s Cash and GasLog Group’s Cash Equivalents
 equal to at least 4 per cent. of GasLog Group’s Total Interest Bearing Debt;
 and

 






34









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 no Event of
 Default has occurred which is continuing and no Event of Default will result
 from the declaration or payment of such dividends.

 
	
  

 	
  

 
	
 (b)

 	
 Each
 Borrower shall be entitled to declare and pay dividends in such amount as it
 may decide provided that no
 Event of Default has occurred which is continuing and no Event of Default
 will result from the declaration or payment of such dividends.

 
	
  

 	
  

 
	
 (c)

 	
 Save as
 permitted by this Clause 12.4, no Borrower will pay any dividend or make any
 other form of distribution or effect any form of redemption, purchase or
 return of share capital.

 
	
  

 	
  

 
	
 13

 	
 INSURANCE

 
	
  

 	
  

 
	
 13.1.

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

 
	
  

 	
  

 
	
 13.2.

 	
 Maintenance of obligatory insurances. Each
 Borrower shall keep the Ship owned by it insured at the expense of that
 Borrower against:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 war risks
 (including, without limitation, risks relating to terrorism, piracy, war risk
 P&I and confiscation);

 
	
  

 	
  

 
	
 (c)

 	
 protection
 and indemnity risks; and

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 13.3.

 	
 Terms of obligatory insurances. Each
 Borrower shall effect such insurances in respect of the Ship owned by it:

 
	
  

 	
  

 
	
 (a)

 	
 in Dollars;

 
	
  

 	
  

 
	
 (b)

 	
 in the case
 of fire and usual marine risks and war risks (including hull interest and
 freight interest), in an amount on an agreed value basis at least the greater
 of (i) an amount which when aggregated with the agreed value of the
 obligatory insurances on the other Ship when subject to a Mortgage is not
 less than 120 per cent. of the Loan and (ii) the Fair Market Value of the
 Ship owned by it;

 
	
  

 	
  

 
	
 (c)

 	
 in the case
 of hull and machinery insurances (excluding hull interest and freight
 interest), in an amount on an agreed value basis of at least 80 per cent. of
 the Fair Market Value of the Ship owned by it provided that the Borrowers always comply with the
 obligation in Clause 13.3(b);

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

 	
 in relation
 to protection and indemnity risks in respect of the full tonnage of the Ship
 owned by it;

 
	
  

 	
  

 
	
 (f)

 	
 on approved
 terms; and

 
	
  

 	
  

 
	
 (g)

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

 


35









	
  

 	
  

 	
  

 
	
 13.4.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

 	
 provide that
 the Security Trustee may make proof of loss if the Borrowers fail to do so.

 
	
  

 	
  

 
	
 13.5.

 	
 Renewal of obligatory insurances. Each
 Borrower shall:

 
	
  

 	
  

 
	
 (a)

 	
 at least 15
 days before the expiry of any obligatory insurance effected by it:

 
	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 
	
 (b)

 	
 at least 5
 days before the expiry of any obligatory insurance effected by it, renew that
 obligatory insurance in accordance with the Security Trustee’s approval
 pursuant to paragraph (a); and

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 13.6.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 they will
 notify the Security Trustee, not less than 10 days before the expiry of the
 obligatory insurances, in the event of their not having received notice of
 renewal instructions from that Borrower or its agents and, in the event of
 their receiving instructions to renew, they will promptly notify the Security
 Trustee of the terms of the instructions; and

 


36









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 13.7.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 13.8.

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

 
	
  

 	
  

 
	
 13.9.

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

 
	
  

 	
  

 
	
 13.10.

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

 
	
  

 	
  

 
	
 13.11.

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

 
	
  

 	
  

 
	
 (a)

 	
 each
 Borrower shall take all necessary action and comply with all requirements
 which may from time to time be applicable to the obligatory insurances, and
 (without limiting the obligation contained in Clause 13.6(c)) ensure that the
 obligatory insurances are not made subject to any exclusions or
 qualifications to which the Security Trustee has not given its prior
 approval;

 
	
  

 	
  

 
	
 (b)

 	
 neither
 Borrower shall make any changes relating to the classification or
 classification society or manager or operator of the Ship owned by it unless
 approved by the underwriters of the obligatory insurances;

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 each
 Borrower shall procure that no change is made to the arrangements for
 insurances of war risks and allied perils (including piracy) coverage and
 shall comply at all times with provisions of trading to conditional or
 excluded areas; and

 
	
  

 	
  

 
	
 (e)

 	
 neither
 Borrower shall employ the Ship owned by it, nor allow it to be employed,
 otherwise than in conformity with the terms and conditions of the obligatory
 insurances, without first obtaining the consent of the insurers and complying
 with any requirements (as to extra premium or otherwise) which the insurers
 specify.

 


37









	
  

 	
  

 	
  

 
	
 13.12.

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

 
	
  

 	
  

 
	
 13.13.

 	
 Settlement of claims.
 Neither Borrower shall settle, compromise or abandon any claim under any
 obligatory insurance for Total Loss or for a Major Casualty, and shall do all
 things necessary and provide all documents, evidence and information to
 enable the Security Trustee to collect or recover any moneys which at any
 time become payable in respect of the obligatory insurances.

 
	
  

 	
  

 
	
 13.14.

 	
 Provision of copies of communications.
 Each Borrower shall provide the Security Trustee, at the time of each such
 communication, copies of all material written communications between that
 Borrower and:

 
	
  

 	
  

 
	
 (a)

 	
 the approved
 brokers; and

 
	
  

 	
  

 
	
 (b)

 	
 the approved protection and indemnity and/or war risks associations;
 and

 
	
  

 	
  

 
	
 (c)

 	
 the approved insurance companies and/or underwriters, which relate
 directly or indirectly to:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 that Borrower’s obligations relating to, under the obligatory
 insurances, declarations and payments of additional premiums or calls; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any credit arrangements made between that Borrower and any of the
 persons referred to in paragraphs (a) or (b) relating wholly or partly to the
 effecting or maintenance of the obligatory insurances.

 
	
  

 	
  

 
	
 13.15.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 effecting, maintaining or renewing any such insurances as are
 referred to in Clause 13 or dealing with or considering any matters relating
 to any such insurances;

 
	
  

 	
  

 
	
  

 	
 and the Borrowers shall, forthwith upon demand, indemnify the
 Security Trustee in respect of all fees and other expenses incurred by or for
 the account of the Security Trustee in connection with any such report as is
 referred to in paragraph (a) no more than once per calendar year per Ship
 unless an Event of Default has occurred which is continuing.

 
	
  

 	
  

 
	
 13.16.

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

 
	
  

 	
  

 
	
 14

 	
 SHIP COVENANTS

 
	
  

 	
  

 
	
 14.1.

 	
 General. Each
 Borrower also undertakes with each Creditor Party to comply with the
 following provisions of this Clause 14 at all times during the Security
 Period (from the Delivery Date of the of each Ship) except as the Agent, with
 the authorisation of the Majority Lenders, may otherwise permit.

 
	
  

 	
  

 
	
 14.2.

 	
 Ship’s name and registration.
 Each
 Borrower shall keep the Ship owned by it registered in its name as a Bermudan
 Ship; shall not do, omit to do or allow to be done anything as a result

 


38








	
  

 	
  

 
	
  

 	
 of which such registration might be cancelled or imperilled; and
 shall not change the name or port of registry of the Ship owned by it.

 
	
  

 	
  

 
	
 14.3.

 	
 Repair and
 classification. Each Borrower shall keep the Ship
 owned by it in a good and safe condition and state of repair:

 
	
  

 	
  

 
	
 (a)

 	
 consistent with first-class ship ownership and management practice;

 
	
  

 	
  

 
	
 (b)

 	
 so as to maintain the highest notation with the classification of
 such Ship specified in the Shipbuilding Contract in respect of such Ship free
 of overdue recommendations and conditions affecting that Ship’s class; and

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 14.4.

 	
 Modification.
 Neither Borrower shall make any modification or repairs to, or replacement of
 any Ship or equipment installed on it which would or might materially alter
 the structure, type or performance characteristics of that Ship or materially
 reduce its value.

 
	
  

 	
  

 
	
 14.5.

 	
 Removal of parts.
 Neither Borrower shall remove any material part of any Ship, or any item of
 equipment installed on, any Ship unless the part or item so removed is
 forthwith replaced by a suitable part or item which is in the same condition
 as or better condition than the part or item removed, is free from any
 Security Interest or any right in favour of any person other than the
 Security Trustee and becomes on installation on the relevant Ship the
 property of the relevant Borrower and subject to the security constituted by
 the relevant Mortgage and the Deed of Covenant Provided that a Borrower
 may install equipment owned by a third party if the equipment can be removed
 without any risk of damage to the Ship owned by it.

 
	
  

 	
  

 
	
 14.6.

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

 
	
  

 	
  

 
	
 14.7.

 	
 Inspection.
 Each Borrower shall permit the Security Trustee (at any given time by no more
 than two (2) surveyors or other persons appointed by it for that purpose at
 the cost of the Borrowers) to board the Ship owned by it at all reasonable
 times to inspect its condition or to satisfy themselves about proposed or
 executed repairs and shall afford all proper facilities for such inspections Provided
 that prior to the occurrence of an Event of Default which is
 continuing, any such inspection shall be carried out without interfering with
 or hindering the Ship’s safe and efficient operations.

 
	
  

 	
  

 
	
 14.8.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 14.9.

 	
 Compliance with
 laws etc. Each Borrower shall:

 


39









	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 in the event of hostilities in any part of the world (whether war is
 declared or not), not cause or permit the Ship owned by it to enter or trade
 to any zone which is declared a war zone by any government or by the Ship’s
 war risks insurers (and, in the case of piracy, verified by the International
 Group of P&I clubs) unless, prior to entering or trading to any such
 zone, that Borrower:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 takes reasonable preventive measures, and complies with all
 applicable provisions of the Charter, for the Ship entering or trading to
 such zone; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 effects (at its own expense) any special, additional or modified
 insurance cover if such cover is necessary to keep that Ship properly insured
 in accordance with this Agreement notwithstanding such entry or trade; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 confirms in writing to the Security Trustee that that Borrower has
 complied with paragraphs (i) and (ii) above and provides any evidence of such
 compliance which may be reasonably requested by the Security Trustee.

 





	
  

 	
  

 
	
 14.10.

 	
 Provision of
 information. Each Borrower shall promptly provide
 the Security Trustee with any information which it reasonably requests
 regarding:

 
	
  

 	
  

 
	
 (a)

 	
 the Ship owned by it, its employment and position;

 
	
  

 	
  

 
	
 (b)

 	
 the Earnings and payments and amounts due to the master and crew of
 the Ship owned by it;

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 any towages and salvages;

 
	
  

 	
  

 
	
 (e)

 	
 its compliance, the technical Approved Managers’ compliance and the
 compliance of the Ship owned by it with the ISM Code and the ISPS Code,

 
	
  

 	
  

 
	
  

 	
 and, upon the Security Trustee’s request, provide copies of any
 current charter relating to the Ship owned by it, of any current charter
 guarantee and copies of the Borrower’s or the technical Approved Manager’s
 Document of Compliance.

 
	
  

 	
  

 
	
 14.11.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

 	
 any intended dry docking of the Ship owned by it;

 


40









	
  

 	
  

 
	
 (f)

 	
 any Environmental Claim made against that Borrower or in connection
 with the Ship owned by it, or any Environmental Incident;

 
	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
 (h)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 14.12.

 	
 Restrictions on
 chartering, appointment of managers etc. Neither
 Borrower shall, in relation to the Ship owned by it:

 
	
  

 	
  

 
	
 (a)

 	
 let that Ship on demise charter for any period;

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 save for any Charter or Replacement Charter, charter that Ship
 otherwise than on bona fide arm’s length terms at the time when that Ship is
 fixed;

 
	
  

 	
  

 
	
 (e)

 	
 appoint a manager of that Ship other than an Approved Manager (and
 then provided that that Approved Manager has provided to the Security Trustee
 the undertaking referred to in Schedule 4, Part B, Paragraph 4(a)) nor agree
 to any material alteration to the terms of any Approved Manager’s
 appointment;

 
	
  

 	
  

 
	
 (f)

 	
 de-activate or lay up that Ship; or

 
	
  

 	
  

 
	
 (g)

 	
 put that Ship into the possession of any person for the purpose of
 work being done upon it in an amount exceeding or likely to exceed $5,000,000
 (or the equivalent in any other currency) unless that Borrower has
 established to the reasonable satisfaction of the Agent that that Borrower
 has sufficient reserves to pay for the cost of such work.

 
	
  

 	
  

 
	
 14.13.

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

 
	
  

 	
  

 
	
 14.14.

 	
 Sharing of
 Earnings. Neither Borrower shall enter into any
 agreement or arrangement for the sharing of any Earnings.

 
	
  

 	
  

 
	
 14.15.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 maintain for the Ship an ISSC; and

 
	
  

 	
  

 
	
 (c)

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

 


41









	
  

 	
  

 
	
 15

 	
 SECURITY COVER

 
	
  

 	
  

 
	
 15.1.

 	
 Minimum required
 security cover. Clause 15.2 applies if the Agent
 notifies the Borrowers that:

 
	
  

 	
  

 
	
 (a)

 	
 the aggregate of the market values (determined as provided in Clause
 15.3) of each Ship subject to a Mortgage; plus

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 is below 120 per cent. of the Loan.

 
	
  

 	
  

 
	
 15.2.

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

 
	
  

 	
  

 
	
 (a)

 	
 provide, or ensure that a third party provides, additional security,
 in favour of the Security Trustee (on behalf of the Lenders and the Swap
 Banks), of a type acceptable to the Majority Lenders which, in the opinion of
 the Majority Lenders, has a net realisable value at least equal to the
 shortfall and is documented in such terms as the Agent may, with the
 authorisation of the Majority Lenders, approve or require; or

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 15.3.

 	
 Valuation of Ships.
 The market value of each Ship shall be determined (i) on delivery of that
 Ship, (ii) on the date each compliance certificate is provided in relation to
 the annual accounts of the Borrowers, (iii) upon request of the Agent (acting
 on the instructions of the Majority Lenders) 6 months after a valuation was
 last submitted and (iv) upon the request of the Agent if the Agent considers
 that an Event of Default has occurred or that there may be a risk that the
 requirements of Clause 15.1 are not then being complied with. The “Fair
 Market Value” of a Ship is that shown by the average
 of 2 valuations each prepared:

 
	
  

 	
  

 
	
 (a)

 	
 as at a date not more than 45 days previously;

 
	
  

 	
  

 
	
 (b)

 	
 by 2 Approved Shipbrokers, with 1 selected by the Agent and 1 selected
 by the Borrower but following an Event of Default which is continuing, with
 both selected by the Agent;

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 15.4.

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

 
	
  

 	
  

 
	
 15.5.

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

 
	
  

 	
  

 
	
 15.6.

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

 


42









	
  

 	
  

 
	
 15.7.

 	
 Payment of
 valuation expenses. Without prejudice to the
 generality of the Borrowers’ obligations under Clauses 20.2, 20.3 and 21.3,
 the Borrowers shall, on demand, pay the Agent the amount of the fees and
 expenses of any shipbroker or expert instructed by the Agent under this
 Clause (no more than twice per year per Ship unless an Event of Default has
 occurred which is continuing) and all legal and other expenses incurred by any
 Creditor Party in connection with any matter arising out of this Clause.

 
	
  

 	
  

 
	
 15.8.

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

 
	
  

 	
  

 
	
 16

 	
 PAYMENTS AND CALCULATIONS

 
	
  

 	
  

 
	
 16.1.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 in the case of an amount payable by a Lender to the Agent or by any
 Borrower to the Agent or any Lender, to such account with such bank as the
 Agent may from time to time notify to the Borrowers and the other Creditor
 Parties; and

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 16.2.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 16.3.

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

 
	
  

 	
  

 
	
 16.4.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 


43









	
  

 	
  

 
	
 16.5.

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

 
	
  

 	
  

 
	
 16.6.

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

 
	
  

 	
  

 
	
 16.7.

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

 
	
  

 	
  

 
	
 (a)

 	
 refund the sum in full to the Agent; and

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 16.8.

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

 
	
  

 	
  

 
	
 16.9.

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

 
	
  

 	
  

 
	
 16.10.

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

 
	
  

 	
  

 
	
 16.11.

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

 
	
  

 	
  

 
	
 17

 	
 APPLICATION OF RECEIPTS

 
	
  

 	
  

 
	
 17.1.

 	
 Normal order of
 application. Except as any Finance Document may
 otherwise provide, any sums which are received or recovered by any Creditor
 Party under or by virtue of any Finance Document after service of notice on
 the Borrowers under Clause 19.2(a)(i) or (ii) shall be applied:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 


44









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

 	
 SIXTHLY: in or towards satisfaction pro rata of any amount then due
 and payable under any Master Agreement which relates to a Designated
 Transaction;

 
	
  

 	
  

 
	
 (g)

 	
 SEVENTHLY: in retention of an amount equal to any amount not then due
 and payable under any Master Agreement which relates to a Designated
 Transactions but which the Agent, by notice to the Borrowers, the Security
 Parties and the other Creditor Parties, states in its opinion will or may
 become due and payable in the future and, upon those amounts becoming due and
 payable, in or towards satisfaction of them in accordance with the provisions
 of Clause 17.1(f); and

 
	
  

 	
  

 
	
 (h)

 	
 EIGHTHLY: any surplus shall be paid to the Borrowers or to any other
 person appearing to be entitled to it.

 
	
  

 	
  

 
	
 17.2.

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

 
	
  

 	
  

 
	
 17.3.

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

 
	
  

 	
  

 
	
 17.4.

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

 
	
  

 	
  

 
	
 18 

 	
 APPLICATION OF EARNINGS 

 
	
  

 	
  

 
	
 18.1.

 	
 Payment of
 Earnings. Each Borrower undertakes with each
 Creditor Party to ensure that, throughout the Security Period (and subject
 only to the provisions of the relevant General Assignment), all the Earnings
 of the Ship owned by it are paid to the Earnings Account for that Ship. The
 Earnings shall, subject to Clause 11.24, be available to Borrowers provided
 that no Event of Default has occurred and is continuing.

 
	
  

 	
  

 
	
 18.2.

 	
 Location of
 accounts. Each Borrower shall promptly:

 
	
  

 	
  

 
	
 (a)

 	
 comply with any requirement of the Agent as to the location or
 re-location of the Earnings Accounts (or any of them);

 
	
  

 	
  

 
	
 (b)

 	
 execute any documents which the Agent specifies to create or maintain
 in favour of the Security Trustee a Security Interest over (and/or rights of
 set-off, consolidation or other rights in relation to) the Earnings Accounts
 (or any of them).

 
	
  

 	
  

 
	
 18.3.

 	
 Debits for expenses
 etc. The Agent shall be entitled (but not obliged)
 from time to time to debit any Earnings Account without prior notice in order
 to discharge any amount due and payable under Clause 20 or 21 to a Creditor
 Party or payment of which any Creditor Party has become entitled to demand
 under Clause 20 or 21.

 
	
  

 	
  

 
	
 19

 	
 EVENTS OF DEFAULT

 
	
  

 	
  

 
	
 19.1.

 	
 Events of Default.
 An Event of Default occurs if:

 


45









	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 any breach occurs of:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Clauses 9.2, 9.3, 11.2, 11.3, 11.4, 11.25(b), 12.2, 12.3, 12.4 or
 15.2 of this Agreement; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 clauses 11.15 and 11.16 of the Counter-Guarantee from
 Counter-Guarantor 2; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 clauses 11.13 and 11.15 of the Guarantee from GasLog; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 clause 11.13 and 11.14 of the Counter-Guarantee from
 Counter-Guarantor 1; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 clause 11.12 of the Guarantee from GasLog Carriers; or

 





	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

 	
 any of the following occurs in relation to any Financial Indebtedness
 of a Relevant Person in respect of a sum of; or sums aggregating, $1,000,000
 or more (in the case of a Relevant Person other than a Guarantor) or $5,000,000
 or more (in the case of a Guarantor) or the equivalent in another currency:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 any Financial Indebtedness of a Relevant Person is not paid when due;
 or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

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

 





	
  

 	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 a Relevant
 Person becomes unable to pay its debts as they fall due; or

 


46









	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any assets of a Relevant Person are subject to any form of execution,
 attachment, arrest, sequestration or distress in respect of a sum of, or sums
 aggregating, $1,000,000 or more (in the case of a Relevant Person other than
 a Guarantor) or $5,000,000 or more (in the case of a Guarantor) or in either
 case the equivalent in another currency; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

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

 


47









	
  

 	
  

 	
  

 
	
  

 	
 (x)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (xi)

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

 





	
  

 	
  

 
	
 (h)

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

 
	
  

 	
  

 
	
 (i)

 	
 it becomes unlawful or impossible:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 





	
  

 	
  

 
	
 (j)

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

 
	
  

 	
  

 
	
 (k)

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

 
	
  

 	
  

 
	
 (l)

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

 
	
  

 	
  

 
	
 (m)

 	
 an Event of Default (as defined in section 14 of a Master Agreement)
 occurs which is continuing; or

 
	
  

 	
  

 
	
 (n)

 	
 a Master Agreement is terminated, cancelled, suspended, rescinded or
 revoked or otherwise ceases to remain in full force and effect for any reason
 except with the consent of the Agent, acting with the authorisation of the
 Majority Lenders; or

 
	
  

 	
  

 
	
 (o)

 	
 without the prior written consent of the Agent (acting with the
 authorisation of the Majority Lenders), the Holding Company ceases to hold
 the legal title and beneficial ownership of:

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 on or prior to the date of a Qualified IPO, 75 per cent. of the
 issued and allotted shares of GasLog;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 following the date of a Qualified IPO and on or before the first
 anniversary of a Qualified IPO, 30 per cent. of the issued and allotted
 shares of GasLog;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 following the first anniversary and on or before the second
 anniversary of a Qualified IPO, 25 per cent. of the issued and allotted
 shares of GasLog;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 following the second anniversary and on or before the third
 anniversary of a Qualified IPO, 20 per cent, of the issued and allotted
 shares of GasLog; or

 


48









	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 following the third anniversary of a Qualified IPO, 15 per cent. of
 the issued and allotted shares of GasLog; or

 





	
  

 	
  

 
	
 (p)

 	
 there occurs or develops a change in the financial position, state of
 affairs or prospects of the Borrowers or any Security Party since 31 December
 2010 which, in the reasonable opinion of the Majority Lenders, has a material
 adverse effect on the Borrowers’ or any Security Party’s ability to discharge
 its liabilities under the Finance Documents as they fall due.

 
	
  

 	
  

 
	
 19.2.

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

 
	
  

 	
  

 
	
 (a)

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

 





	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 





	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 19.3.

 	
 Termination of
 Commitments. On the service of a notice under Clause
 19.2(a)(i), the Commitments and all other obligations of each Lender to
 the Borrowers under this Agreement shall terminate.

 
	
  

 	
  

 
	
 19.4.

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

 
	
  

 	
  

 
	
 19.5.

 	
 Multiple notices;
 action without notice. The Agent may serve notices
 under Clauses 19.2(a)(i) or (ii) simultaneously or on different dates and it
 and/or the Security Trustee may take any action referred to in Clause 19.2 if
 no such notice is served or simultaneously with or at any time after the
 service of both or either of such notices.

 
	
  

 	
  

 
	
 19.6.

 	
 Notification of
 Creditor Parties and Security Parties. The Agent
 shall send to each Lender, each Swap Counterparty, the Security Trustee and
 each Security Party a copy or the text of any notice which the Agent serves
 on the Borrowers under Clause 19.2; but the notice shall become effective
 when it is served on the Borrowers, and no failure or delay by the Agent to
 send a copy or the text of the notice to any other person shall invalidate
 the notice or provide the Borrowers or any Security Party with any form of
 claim or defence.

 
	
  

 	
  

 
	
 19.7.

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

 
	
  

 	
  

 
	
 19.8.

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

 


49









	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 19.9.

 	
 Relevant Persons.
 In this Clause 19 “Relevant Persons” means the Borrowers,
 the Security Parties and each technical Approved Manager and, in the
 singular, means any of them.

 
	
  

 	
  

 
	
 19.10.

 	
 Interpretation.
 In Clause 19.1(f) references to an event of default or a termination event
 include any event, howsoever described, which is similar to an event of
 default in a facility agreement or a termination event in a finance lease;
 and in Clause 19.1(g) “petition” includes an application.

 
	
  

 	
  

 
	
 19.11.

 	
 Position of Swap
 Counterparties. Prior to such time as the Loan has
 been repaid in full, neither the Agent nor the Security Trustee shall be
 obliged, in connection with any action taken or proposed to be taken under or
 pursuant to the foregoing provisions of this Clause 19, to have any regard to
 the requirements of a Swap Counterparty except to the extent that such Swap
 Counterparty is also a Lender.

 
	
  

 	
  

 
	
 20

 	
 FEES AND EXPENSES

 
	
  

 	
  

 
	
 20.1.

 	
 Arrangement,
 commitment, agency fees. The Borrowers shall pay to
 the Agent:

 
	
  

 	
  

 
	
 (a)

 	
 on the date of this Agreement, a non-refundable arrangement fee and a
 non-refundable structuring fee each in an amount previously agreed in writing
 between the Agent and GasLog, for distribution among the Lenders and the Lead
 Arrangers in the proportions agreed by the Agent and the Lenders;

 
	
  

 	
  

 
	
 (b)

 	
 quarterly in arrears and on each Drawdown Date during the period from
 (and including) 10 August 2011 to the earlier of (i) the final Drawdown Date
 and (ii) the end of the Availability Period and on the last day of that
 period, for the account of the Lenders, a commitment fee at the rate of
 0,7875 per cent. per annum on the amount of the Total Commitments less the
 amount of the Loan, for distribution among the Lenders pro rata to their
 Commitments; and

 
	
  

 	
  

 
	
 (c)

 	
 on the date of this Agreement and on each anniversary thereof during
 the Security Period, an annual agency fee of an amount previously agreed in
 writing between the Agent and GasLog.

 
	
  

 	
  

 
	
 20.2.

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

 
	
  

 	
  

 
	
 20.3.

 	
 Costs of
 variations, amendments, enforcement etc. The
 Borrowers shall pay to the Agent, on the Agent’s demand, for the account of
 the Creditor Party concerned the amount of all expenses (reasonably in the
 case of (a), (b) and (c) below) incurred by a Creditor Party in connection
 with:

 
	
  

 	
  

 
	
 (a)

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

 


50









	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 20.4.

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

 
	
  

 	
  

 
	
 20.5.

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

 
	
  

 	
  

 
	
 20.6.

 	
 Certification of
 amounts. A notice which is signed by 2 officers of a
 Creditor Party, which states that a specified amount, or aggregate amount, is
 due to that Creditor Party under this Clause 20 and which indicates the matters
 in respect of which the amount, or aggregate amount, is due shall be prima
 facie evidence that the amount, or aggregate amount, is due.

 
	
  

 	
  

 
	
 21 

 	
 INDEMNITIES 

 
	
  

 	
  

 
	
 21.1.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 the occurrence and/or continuance of an Event of Default or a
 Potential Event of Default and/or the acceleration of repayment of the Loan
 under Clause 19;

 
	
  

 	
  

 
	
  

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

 


51









	
  

 	
  

 
	
 21.2.

 	
 Breakage costs.
 Without limiting its generality, Clause 21.1 covers any Break Costs or claim,
 expense, liability or loss including a loss of prospective profit, incurred
 by a Lender:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 21.3.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 any other Pertinent Matter;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Without prejudice to its generality, this Clause 21.3 covers any
 claims, expenses, liabilities and losses which arise, or are asserted, under or
 in connection with any law relating to safety at sea, the ISM Code, the ISPS
 Code or any Environmental Law.

 
	
  

 	
  

 
	
 21.4.

 	
 Currency indemnity.
 If any sum due from any Borrower or any Security Party to a Creditor Party
 under a Finance Document or under any order or judgment relating to a Finance
 Document has to be converted from the currency in which the Finance Document
 provided for the sum to be paid (the “Contractual Currency”) into another
 currency (the “Payment Currency”) for the purpose of:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 enforcing any such order or judgment;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 In this Clause 21.4, the “available rate of exchange” means the
 rate at which the Creditor Party concerned is able at the opening of business
 (London time) on the Business Day after it receives the sum concerned to
 purchase the Contractual Currency with the Payment Currency.

 
	
  

 	
  

 
	
  

 	
 This Clause 21.4 creates a separate liability of the Borrowers which
 is distinct from its other liabilities under the Finance Documents and which
 shall not be merged in any judgment or order relating to those other
 liabilities.

 


52









	
  

 	
  

 
	
 21.5.

 	
 Application to
 Master Agreements. For the avoidance of doubt,
 Clause 21.4 does not apply in respect of sums due from a Borrower to a Swap
 Counterparty under or in connection with a Master Agreement as to which sums
 the provisions of section 8 (Contractual Currency) of that Master Agreement
 shall apply.

 
	
  

 	
  

 
	
 21.6.

 	
 Certification of
 amounts. A notice which is signed by 2 officers of a
 Creditor Party, which states that a specified amount, or aggregate amount, is
 due to that Creditor Party under this Clause 21 and which indicates the
 matters in respect of which the amount, or aggregate amount, is due shall be
 prima facie evidence that the amount, or aggregate amount, is due.

 
	
  

 	
  

 
	
 21.7.

 	
 Sums deemed due to
 a Lender. For the purposes of this Clause 21, a sum
 payable by the Borrowers to the Agent or the Security Trustee for
 distribution to a Lender shall be treated as a sum due to that Lender.

 
	
  

 	
  

 
	
 22 

 	
 NO SET-OFF OR TAX DEDUCTION 

 
	
  

 	
  

 
	
 22.1.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 22.2.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 22.3.

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

 
	
  

 	
  

 
	
 22.4.

 	
 Exclusion of tax on
 overall net income. In this Clause 22 “tax
 deduction” means any deduction or withholding for or on account of
 any present or future tax except tax on a Creditor Party’s overall net
 income.

 
	
  

 	
  

 
	
 22.5.

 	
 Application to
 Master Agreements. For the avoidance of doubt,
 Clause 22 does not apply in respect of sums due from a Borrower to a Swap
 Counterparty under or in connection with a Master Agreement as to which sums
 the provisions of section 2(d) (Deduction or Withholding for Tax) of that
 Master Agreement shall apply.

 
	
  

 	
  

 
	
 23

 	
 ILLEGALITY, ETC

 
	
  

 	
  

 
	
 23.1.

 	
 Illegality.
 This Clause 23 applies if a Lender (the “Notifying Lender”) notifies the Agent
 that it has become, or will with effect from a specified date, become:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 contrary to, or inconsistent with, any regulation,

 


53









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 23.2.

 	
 Notification of
 illegality. The Agent shall promptly notify the
 Borrowers, the Security Parties, the Security Trustee and the other Lenders
 of the notice under Clause 23.1 which the Agent receives from the Notifying
 Lender.

 
	
  

 	
  

 
	
 23.3.

 	
 Prepayment;
 termination of Commitment. On the Agent notifying
 the Borrowers under Clause 23.2, the Notifying Lender’s Commitment shall
 terminate; and thereupon or, if later, on the date specified in the Notifying
 Lender’s notice under Clause 23.1 as the date on which the notified event
 would become effective the Borrowers shall prepay the Notifying Lender’s
 Contribution in accordance with Clause 8.

 
	
  

 	
  

 
	
 23.4.

 	
 Mitigation.
 If circumstances arise which would result in a notification under Clause 23.1
 then, without in any way limiting the rights of the Notifying Lender under
 Clause 23.3, the Notifying Lender shall use reasonable endeavours to transfer
 its obligations, liabilities and rights under this Agreement and the Finance
 Documents to another office or financial institution not affected by the
 circumstances but the Notifying Lender shall not be under any obligation to
 take any such action if, in its opinion, to do would or might:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 24

 	
 INCREASED COSTS

 
	
  

 	
  

 
	
 24.1.

 	
 Increased costs.
 This Clause 24 applies if a Lender (the “Notifying Lender”) notifies the Agent
 that the Notifying Lender considers that as a result of:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 24.2.

 	
 Meaning of “increased cost”. In this Clause 24, “increased
 cost” means, in relation to a Notifying Lender;

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


54








	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

 	
 but not an item attributable to a change in the rate of tax on the
 overall net income of the Notifying Lender (or a parent company of it) or an
 item covered by the indemnity for tax in Clause 21.1 or by Clause 22 or an
 item arising directly out of the implementation or application of or
 compliance with the “International Convergence of Capital Measurement and
 Capital Standards, a Revised Framework” published by the Basel Committee on
 Banking Supervision in June 2004, in the form existing on the date of this
 Agreement (“Basel II”) or any other law or regulation which implements
 Basel II (whether such implementation, application or compliance is by a
 government, regulator, Creditor Party or any of its affiliates) provided
 that this exception shall not apply to any Increased Cost arising
 directly or indirectly from the implementation or application of or
 compliance with the global regulatory standards on bank capital adequacy and
 liquidity referred to by the Basel Committee as “Basel III” or the “Basel III
 Framework” published in December 2010, together with any further guidance or standards
 in relation to “Basel III” or the “Basel III Framework” published or to be
 published by the Basel Committee.

 
	
  

 	
  

 
	
  

 	
 For the purposes of this Clause 24.2 the Notifying Lender may in good
 faith allocate or spread costs and/or losses among its assets and liabilities
 (or any class of its assets and liabilities) on such basis as it considers
 appropriate.

 
	
  

 	
  

 
	
 24.3.

 	
 Notification to
 Borrowers of claim for increased costs. The Agent
 shall promptly notify the Borrowers and the Security Parties of the notice
 which the Agent received from the Notifying Lender under Clause 24.1.

 
	
  

 	
  

 
	
 24.4.

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

 
	
  

 	
  

 
	
 24.5.

 	
 Notice of
 prepayment. If the Borrowers are not willing to
 continue to compensate the Notifying Lender for the increased cost under
 Clause 24.4, the Borrowers may give the Agent not less than 14 days’ notice
 of their intention to prepay the Notifying Lender’s Contribution at the end
 of an Interest Period.

 
	
  

 	
  

 
	
 24.6.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 24.7.

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

 
	
  

 	
  

 
	
 25

 	
 SET-OFF

 
	
  

 	
  

 
	
 25.1.

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

 
	
  

 	
  

 
	
 (a)

 	
 apply any balance (whether or not then due) which at any time stands
 to the credit of any account in the name of a Borrower at any office in any
 country of that Creditor Party in or towards satisfaction of any sum then due
 from that Borrower to that Creditor Party under any of the Finance Documents
 or Master Agreements provided that Citibank N.A., London Branch and Nordea
 Bank Finland Plc each acting in its capacity as a Swap Bank shall not be
 entitled to set off amounts due to it under the Master Agreements to which it
 is a party against 

 


55









	
  

 	
  

 	
  

 
	
  

 	
 amounts in the Earnings Account held by Citibank N.A., London Branch
 and Nordea Bank Finland Plc, London Branch, respectively, each in its
 capacity as an account bank; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 for that purpose:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
 25.2.

 	
 Existing rights
 unaffected. No Creditor Party shall be obliged to
 exercise any of its rights under Clause 25.1; and those rights shall be
 without prejudice and in addition to any right of set-off; combination of
 accounts, charge, lien or other right or remedy to which a Creditor Party is
 entitled (whether under the general law or any document).

 
	
  

 	
  

 	
  

 
	
 25.3.

 	
 Sums deemed due to
 a Lender. For the purposes of this Clause 25, a sum
 payable by the Borrowers to the Agent or the Security Trustee for
 distribution to, or for the account of, a Lender shall be treated as a sum
 due to that Lender; and each Lender’s proportion of a sum so payable for
 distribution to, or for the account of the Lenders shall be treated as a sum
 due to such Lender.

 
	
  

 	
  

 	
  

 
	
 25.4.

 	
 No Security
 Interest. This Clause 25 gives the Creditor Parties
 a contractual right of set-off only and does not create any equitable charge
 or other Security Interest over any credit balance of any Borrower.

 
	
  

 	
  

 	
  

 
	
 26

 	
 TRANSFERS AND CHANGES IN LENDING OFFICES

 
	
  

 	
  

 	
  

 
	
 26.1.

 	
 Transfer by
 Borrowers. No Borrower may, without the consent of
 the Agent, given on the instructions of all the Lenders transfer any of its
 rights, liabilities or obligations under any Finance Document.

 
	
  

 	
  

 	
  

 
	
 26.2.

 	
 Transfer by a
 Lender. Subject to Clauses 26.4 and 26.11 and the
 proviso to this Clause 26.2, a Lender (the “Transferor Lender”) may
 at any time, with the consent of the Agent and (prior to an Event of Default) the Borrowers
 (such consent of the Borrowers not to be unreasonably withheld
 or delayed) but not any Security Party, cause:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 its rights in respect of all or part (subject to a minimum of
 $10,000,000) of its Contribution; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 its obligations in respect of all or part (subject to a minimum of
 $10,000,000) of its Commitment; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 a combination of (a) and (b);

 
	
  

 	
  

 	
  

 
	
  

 	
 to be (in the case of its rights) transferred to, or (in the case of
 its obligations) assumed by, another bank or financial institution (a “Transferee
 Lender”) by delivering to the Agent a completed
 certificate in the form set out in Schedule 5 with any modifications approved
 or required by the Agent (a “Transfer Certificate”) executed
 by the Transferor Lender and the Transferee Lender Provided that a Lender may,
 without requiring the consent of the Borrowers or any Security Party,
 transfer any its rights and/or obligations mentioned above at no cost or
 expense to the Borrowers to:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 any other branch of that Lender;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any direct or indirect subsidiary or affiliate of that Lender; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 a company of which that Lender is a subsidiary.

 


56









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 26.3.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 26.4.

 	
 Effective Date of
 Transfer Certificate. A Transfer Certificate becomes
 effective on the date, if any, specified in the Transfer Certificate as its
 effective date Provided that it is signed by the Agent under Clause 26.3,
 and the fee referred to in Clause 26.11 has been received by the Agent, on or
 before that date.

 
	
  

 	
  

 
	
 26.5.

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

 
	
  

 	
  

 
	
 26.6.

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

 
	
  

 	
  

 
	
 26.7.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 


57









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

 	
 the Transferee Lender becomes entitled to all the rights under the
 Finance Documents which are applicable to the Lenders generally, including
 but not limited to those relating to the Majority Lenders and those under
 Clause 5.7 and Clause 20, and to the extent that the Transferee Lender
 becomes entitled to such rights, the Transferor Lender ceases to be entitled
 to them; and

 
	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 26.8.

 	
 Maintenance of
 register of Lenders. During the Security Period the
 Agent shall maintain a register in which it shall record the name,
 Commitment, Contribution and administrative details (including the lending
 office) from time to time of each Lender holding a Transfer Certificate and
 the effective date (in accordance with Clause 26.4) of the Transfer
 Certificate; and the Agent shall make the register available for inspection
 by any Lender, the Security Trustee and the Borrowers during normal banking
 hours, subject to receiving at least 3 Business Days prior notice.

 
	
  

 	
  

 
	
 26.9.

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

 
	
  

 	
  

 
	
 26.10.

 	
 Authorisation of
 Agent to sign Transfer Certificates. Each Borrower,
 the Security Trustee, each Lender and each Swap Bank irrevocably authorises
 the Agent to sign Transfer Certificates on its behalf.

 
	
  

 	
  

 
	
 26.11.

 	
 Registration fee.
 In respect of any Transfer Certificate, the Agent shall be entitled to
 receive a registration fee of $3,500 from the Transferor Lender or (at the
 Agent’s option) the Transferee Lender.

 
	
  

 	
  

 
	
 26.12.

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

 
	
  

 	
  

 
	
 26.13.

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

 
	
  

 	
  

 
	
 26.14.

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

 
	
  

 	
  

 
	
 (a)

 	
 the date on which the Agent receives the notice; and

 


58









	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 26.15.

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

 
	
  

 	
  

 	
  

 
	
 26.16.

 	
 Replacement of
 Reference Bank. If any Reference Bank ceases to be a
 Lender or is unable on a continuing basis to supply quotations for the
 purposes of Clause 5 then, unless the Borrowers, the Agent and the Majority
 Lenders otherwise agree, the Agent, acting on the instructions of the
 Majority Lenders, and after consulting the Borrowers, shall appoint another
 bank (whether or not a Lender) to be a replacement Reference Bank; and, when
 that appointment comes into effect, the first-mentioned Reference Bank’s
 appointment shall cease to be effective.

 
	
  

 	
  

 	
  

 
	
 26.17.

 	
 Security over
 Lenders’ rights. In addition to the other rights
 provided to Lenders under this Clause 26, each Lender may without consulting
 with or obtaining consent from any Borrower or any Security Party, at any
 time charge, assign or otherwise create a Security Interest in or over
 (whether by way of collateral or otherwise) all or any of its rights under
 any Finance Document to secure obligations of that Lender including, without
 limitation:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 any charge, assignment or other Security Interest to secure
 obligations to a federal reserve or central bank; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 in the case of any Lender which is a fund, any charge, assignment or
 other Security Interest granted to any holders (or trustee or representatives
 of holders) of obligations owed, or securities issued, by that Lender as
 security for those obligations or securities;

 
	
  

 	
  

 	
  

 
	
  

 	
 except that no such charge, assignment or Security Interest shall:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 release a Lender from any of its obligations under the Finance
 Documents or substitute the beneficiary of the relevant charge, assignment or
 Security Interest for the Lender as a party to any of the Finance Documents;
 or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 require any payments to be made by any Borrower or any Security Party
 or grant to any person any more extensive rights than those required to be
 made or granted to the relevant Lender under the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 27

 	
 VARIATIONS AND WAIVERS

 
	
  

 	
  

 	
  

 
	
 27.1.

 	
 Variations, waivers
 etc. by Majority Lenders. Subject to Clause 27.2, a
 document shall be effective to vary, waive, suspend or limit any provision of
 a Finance Document, or any Creditor Party’s rights or remedies under such a
 provision or the general law, only if the document is signed, or specifically
 agreed to by fax, by the Borrowers, by the Agent on behalf of the Majority
 Lenders, by the Agent and the Security Trustee in their own rights, and, if
 the document relates to a Finance Document to which a Security Party is
 party, by that Security Party.

 
	
  

 	
  

 	
  

 
	
 27.2.

 	
 Variations, waivers
 etc. requiring agreement of all Lenders. However, as
 regards the following, Clause 27.1 applies as if the words “by the Agent on
 behalf of the Majority Lenders” were replaced by the words “by or on behalf
 of every Lender and every Swap Bank”:

 
	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 a change to any Lender’s Commitment;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 an extension of Availability Period;

 


59









	
  

 	
  

 	
  

 
	
 (e)

 	
 a change to the definition of “Creditor Parties”, “Confirmation”,
 “Designated Transaction”, “Finance Documents”, “Majority Lenders”, “Master
 Agreement”, “Qualified IPO”, “Secured Liabilities”, “Swap
 Bank”, “Swap Counterparty”, “Swap Exposure” or “Transaction”;

 
	
  

 	
  

 
	
 (f)

 	
 a change to Clause 3 or this Clause 27;

 
	
  

 	
  

 
	
 (g)

 	
 any release of or material variation to, a Security Interest,
 guarantee, indemnity or subordination arrangement set out in a Finance
 Document (Provided that for the avoidance of doubt, it is agreed by
 the Creditor Parties that the Counter-Guarantee executed by each
 Counter-Guarantor shall be released by the Agent (without any warranty,
 representation, covenant or other recourse) immediately following the
 completion of a Qualified IPO, without obtaining any further consent
 from any other Creditor Party (upon the request and cost of the respective
 Counter-Guarantor);

 
	
  

 	
  

 
	
 (h)

 	
 a change to any of the consent rights granted to the Swap Banks under
 the Finance Documents; and

 
	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 
	
 27.3.

 	
 Exclusion of other
 or implied variations. Except for a document which
 satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act,
 course of conduct, failure or neglect to act, delay or acquiescence on the
 part of the Creditor Parties or any of them (or any person acting on behalf
 of any of them) shall result in the Creditor Parties or any of them (or any
 person acting on behalf of any of them) being taken to have varied, waived,
 suspended or limited, or being precluded (permanently or temporarily) from
 enforcing, relying on or exercising:

 
	
  

 	
  

 
	
 (a)

 	
 a provision of this Agreement, another Finance Document or a Master
 Agreement; or

 
	
  

 	
  

 
	
 (b)

 	
 an Event of Default; or

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 any right or remedy conferred by any Finance Document, by a Master
 Agreement or by the general law;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 28

 	
 NOTICES

 
	
  

 	
  

 
	
 28.1.

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

 
	
  

 	
  

 
	
 28.2.

 	
 Addresses for communications. A notice shall be sent:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 to the
 Borrowers:

 	
 c/o GasLog
 Monaco SAM 

 Gildo Pastor Center

 7, rue du Gabian

 MC 98000 Monaco

 
	
  

 	
  

 
	
  

 	
  

 	
 Fax No: +377
 97975124

 
	
  

 	
  

 
	
 (b)

 	
 to a Lender:

 	
 At the
 address below its name in Schedule 1 or (as the case may 

 


60









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 require) in
 the relevant Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 to a Swap
 Bank:

 	
 At the
 address below its name in Schedule 2;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 to the Agent

 or the Security Trustee:

 	
 8th Floor

 City Place House

 55 Basinghall Street

 London EC2V 5NB

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No: +44
 20 7726 9102

 Attn: Loan Administration

 (in relation to loan administration matters)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No: +44
 (0) 20 7726 9188

 Attn: Shipping Department

 (in relation to credit and all other matters)

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 28.3.

 	
 Effective date of
 notices. Subject to Clauses 28.4 and 28.5:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 28.4.

 	
 Service outside
 business hours. However, if under Clause 28.3 a
 notice would be deemed to be served:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 the notice shall (subject to Clause 28.5) be deemed to be served, and
 shall take effect, at 9 a.m. on the next day which is such a business day.

 
	
  

 	
  

 
	
 28.5.

 	
 Illegible notices.
 Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the
 sender within 1 hour after the time at which the notice would otherwise be
 deemed to be served that the notice has been received in a form which is
 illegible in a material respect.

 
	
  

 	
  

 
	
 28.6.

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

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 28.7.

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

 
	
  

 	
  

 
	
 (a)

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

 


61









	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 28.8.

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

 
	
  

 	
  

 
	
 28.9.

 	
 Meaning of
 “notice”. In this Clause 28, “notice” includes any
 demand, consent, authorisation, approval, instruction, waiver or other
 communication.

 
	
  

 	
  

 
	
 29

 	
 SUPPLEMENTAL

 
	
  

 	
  

 
	
 29.1.

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

 
	
  

 	
  

 
	
 (a)

 	
 cumulative;

 
	
  

 	
  

 
	
 (b)

 	
 may be exercised as often as appears expedient; and

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 29.2.

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

 
	
  

 	
  

 
	
 29.3.

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

 
	
  

 	
  

 
	
 29.4.

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

 
	
  

 	
  

 
	
 30

 	
 JOINT AND SEVERAL LIABILITY OF THE
 BORROWERS

 
	
  

 	
  

 
	
 30.1.

 	
 General. All
 liabilities and obligations of the Borrowers under this Agreement shall,
 whether expressed to be so or not, be joint and several.

 
	
  

 	
  

 
	
 30.2.

 	
 No impairment of
 Borrower’s obligations. The liabilities and
 obligations of a Borrower shall not be impaired by:

 
	
  

 	
  

 
	
 (a)

 	
 this Agreement being or later becoming void, unenforceable or illegal
 as regards any other Borrower;

 
	
  

 	
  

 
	
 (b)

 	
 any Lender or the Security Trustee entering into any rescheduling,
 refinancing or other arrangement of any kind with any other Borrower;

 
	
  

 	
  

 
	
 (c)

 	
 any Lender or the Security Trustee releasing any other Borrower or
 any Security Interest created by a Finance Document;

 
	
  

 	
  

 
	
 (d)

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

 


62









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

 	
 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 other Borrower 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;

 
	
  

 	
  

 
	
 (g)

 	
 any incapacity or lack of power, authority or legal personality of or
 dissolution or charge in the members or status of any other Borrower or any
 other person;

 
	
  

 	
  

 
	
 (h)

 	
 any amendment (however fundamental) or replacement of a Finance
 Document or any other document or security;

 
	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 
	
 (j)

 	
 any insolvency or similar proceedings; or

 
	
  

 	
  

 
	
 (k)

 	
 any combination of the forgoing.

 
	
  

 	
  

 
	
 30.3.

 	
 Principal debtors.
 Each Borrower declares that it is and will, throughout the Security Period,
 remain a principal debtor for all amounts owing under this Agreement, the
 Finance Documents and any Master Agreement and no Borrower shall, in any
 circumstances, be construed to be a surety for the obligations of any other
 Borrower under this Agreement.

 
	
  

 	
  

 
	
 30.4.

 	
 Subordination.
 Subject to Clause 30.5, during the Security Period no Borrower shall:

 
	
  

 	
  

 
	
 (a)

 	
 claim any amount which may be due to it from any other Borrower
 whether in respect of a payment made under, or matter arising out of, this
 Agreement or any Finance Document, or Master Agreement or any matter
 unconnected with this Agreement or any Finance Document or Master Agreement;
 or

 
	
  

 	
  

 
	
 (b)

 	
 take or enforce any form of security from any other Borrower for such
 an amount, or in any the way seek to have recourse in respect of such an
 amount against any asset of any other Borrower; or

 
	
  

 	
  

 
	
 (c)

 	
 set off such an amount against any sum due from it to any other
 Borrower; or

 
	
  

 	
  

 
	
 (d)

 	
 prove or claim for such an amount in any liquidation, administration,
 arrangement or similar procedure involving any other Borrower; or

 
	
  

 	
  

 
	
 (e)

 	
 exercise or assert any combination of the foregoing.

 
	
  

 	
  

 
	
 30.5.

 	
 Borrower’s required action. If during the Security Period, the
 Agent, by notice to a Borrower, requires it to take any action referred to in
 Clause 30.4 in relation to any other Borrower, that Borrower shall take that
 action as soon as practicable after receiving the Agent’s notice.

 
	
  

 	
  

 
	
 30.6.

 	
 No indemnification.
 Until all amounts which may be or become payable by the Borrowers under or in
 connection with the Finance Documents and any Master Agreement have been
 irrevocably paid in full and unless the Agent otherwise directs, no Borrower
 will exercise any rights which it may have by reason of performance by it of
 its obligations under the Finance Documents or any Master Agreement:

 
	
  

 	
  

 
	
 (a)

 	
 to be indemnified by the other Borrower; or

 
	
  

 	
  

 
	
 (b)

 	
 to claim any contribution from the other Borrower in relation to any
 payment made by it under the Finance Documents or any Master Agreement.

 


63









	
  

 	
  

 
	
 31

 	
 LAW AND JURISDICTION

 
	
  

 	
  

 
	
 31.1.

 	
 English law.
 This Agreement and any non-contractual obligations arising out of or in
 connection with it shall be governed by, and construed in accordance with,
 English law.

 
	
  

 	
  

 
	
 31.2.

 	
 Exclusive English
 jurisdiction. Subject to Clause 31.3, the courts of
 England shall have exclusive jurisdiction to settle any Dispute.

 
	
  

 	
  

 
	
 31.3.

 	
 Choice of forum for
 the exclusive benefit of the Creditor Parties.
 Clause 31.2 is for the exclusive benefit of the Creditor Parties, each of
 which reserves the right:

 
	
  

 	
  

 
	
 (a)

 	
 to commence proceedings in relation to any Dispute in the courts of
 any country other than England and which have or claim jurisdiction to that
 Dispute; and

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 Neither Borrower shall commence any proceedings in any country other
 than England in relation to Dispute.

 
	
  

 	
  

 
	
 31.4.

 	
 Process agent. Each
 Borrower irrevocably appoints Unisea Maritime Limited at its office for the
 time being, presently at 14 Headfort Place, London SW1X 7DH, England, to act
 as its agent to receive and accept on its behalf any process or other
 document relating to any proceedings in the English courts which are
 connected with a Dispute.

 
	
  

 	
  

 
	
 31.5.

 	
 Creditor Party
 rights unaffected. Nothing in this Clause 31 shall
 exclude or limit any right which any Creditor Party may have (whether under
 the law of any country, an international convention or otherwise) with regard
 to the bringing of proceedings, the service of process, the recognition or
 enforcement of a judgment or any similar or related matter in any
 jurisdiction.

 
	
  

 	
  

 
	
 31.6.

 	
 Meaning of
 “proceedings”. In this Clause 31, “proceedings” means
 proceedings of any kind, including an application for a provisional or
 protective measure and a “Dispute” means any dispute arising
 out of or in connection with this Agreement (including a dispute relating to
 the existence, validity or termination of this Agreement) or any
 non-contractual obligation arising out of or in connection with this
 Agreement.

 
	
  

 	
  

 
	
  

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

 


64







SCHEDULE 1


LENDERS AND COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lender

  

 	
  

 	
 Lending Office

 	
  

 	
 Commitment

 (US Dollars)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nordea Bank
 Finland Plc,

 London Branch

 	
  

 	
 8th Floor

 City Place House 

 55 Basinghall Street

 London EC2V 5NB

 	
  

 	
 $92,333,333.34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ABN AMRO
 Bank N.V.

 	
  

 	
 Coolsingel 93

 3012 AE Rotterdam 

 The Netherlands

 	
  

 	
 $92,333,333.33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Citibank
 International Plc, 

 Greece Branch

 	
  

 	
 47/49 Akti
 Miaouli 

 Piraeus

 Greece

 	
  

 	
 $92,333,333.33

 


65





SCHEDULE 2


SWAP BANKS


	
  

 	
  

 	
  

 
	
 Swap Bank

 	
  

 	
 Booking Office

 
	
  

 	
  

 	
  

 
	
 Nordea Bank
 Finland Plc

 	
  

 	
 Aleksanterinkatu
 36

 (FIN-00020 NORDEA)

 00100 Helsinki 

 Finland

 
	
  

 
	
 ABN AMRO
 Bank N.V.

 	
  

 	
 Coolsingel
 93 

 3012 AE Rotterdam 

 The Netherlands

 
	
  

 
	
 Citibank
 NA., London Branch

 	
  

 	
 Citigroup
 Centre

 33 Canada Square

 Canary Wharf 

 London 

 E14 5LB

 


66





SCHEDULE 3


DRAWDOWN NOTICE


	
  

 	
  

 
	
 To:

 	
 Nordea Bank Finland Plc, London Branch 

 
	
  

 	
 8th Floor 

 
	
  

 	
 City Place House 

 
	
  

 	
 Basinghall Street 

 
	
  

 	
 London EC2V
 5NB

 
	
  

 	
  

 
	
 Attn:

 	
 Loans
 Administration

 


[date]


DRAWDOWN
NOTICE


	
  

 	
  

 
	
 1

 	
 We refer to the loan agreement (the “Loan Agreement”) dated
 [●] 2011 and made between ourselves, as Borrowers, the Lenders referred
 to therein, yourselves, ABN AMRO Bank N.V. and Citibank International Plc,
 Greece Branch as Joint Lead Arrangers and yourselves as Agent and as Security
 Trustee in connection with a facility of up to US$277,000,000. Terms defined
 in the Loan Agreement have their defined meanings when used in this Drawdown
 Notice.

 
	
  

 	
  

 
	
 2

 	
 We request to borrow as follows:

 
	
  

 	
  

 
	
 (a)

 	
 Amount: US$[●] in relation to Ship [1][2];

 
	
  

 	
  

 
	
 (b)

 	
 Drawdown Date: [●];

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 3

 	
 We represent and warrant that:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 4

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

 






	
  

 	
  

 	
  

 
	
  

 	
 [Name of Signatory]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 for and on behalf of

 	
  

 
	
  

 	
 GAS-five Ltd.

 	
  

 
	
  

 	
 GAS-six Ltd.

 	
  

 


67





SCHEDULE 4


CONDITION PRECEDENT DOCUMENTS


PART A


	
  

 	
  

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

 
	
  

 
	
 1

 	
 A duly executed original of each Finance Document (and of each
 document required to be delivered by each Finance Document) other than those
 referred to in Part B.

 
	
  

 	
  

 
	
 2

 	
 Copies of the constitutional documents of the Borrowers and each
 Security Party.

 
	
  

 	
  

 
	
 3

 	
 Copies of resolutions of the shareholders (only if required to obtain
 a satisfactory legal opinion from the lawyers referred to in paragraph 10
 below) and directors of each Borrower and each Security Party authorising the
 execution of each of the Finance Documents to which the Borrowers or that
 Security Party is a party and, in the case of the Borrowers, authorising
 named officers to give the Drawdown Notices and other notices under this
 Agreement.

 
	
  

 	
  

 
	
 4

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

 
	
  

 	
  

 
	
 5

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

 
	
  

 	
  

 
	
 6

 	
 Signed copies of the Shipbuilding Contracts and of all documents
 signed or issued by each Borrower or the Builder (or any of them) under or in
 connection with it.

 
	
  

 	
  

 
	
 7

 	
 The originals of any mandates or other documents (including, without
 limitation, any document necessary for electronic banking purposes) required
 in connection with the opening or operation of each Earnings Account.

 
	
  

 	
  

 
	
 8

 	
 Documentary evidence that the agent for service of process named in
 Clause 31 has accepted its appointment.

 
	
  

 	
  

 
	
 9

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

 
	
  

 	
  

 
	
 10

 	
 Receipt of all documentation required by any Creditor Party in
 respect of any Borrower or any Security Party pursuant to that Creditor
 Party’s “Know your client” requirements.

 
	
  

 
	
 11

 	
 A letter from the Borrowers to the Agent confirming as at the date of
 this Agreement:

 
	
  

 	
  

 
	
 (a)

 	
 the identity of the company which is the legal holder and direct
 beneficial owner of 91.3 per cent. of the entire authorised and issued share
 capital of GasLog;

 
	
  

 	
  

 
	
 (b)

 	
 the identity of the company which (together with its affiliate(s)) is
 the legal holder and direct beneficial owner of 40 per cent. of the entire
 authorised and issued share capital of the company referred to in paragraph
 (a) above; and

 
	
  

 	
  

 
	
 (c)

 	
 the identity of the company which (together with its affiliate(s)) is
 the legal holder and direct beneficial owner of 60 per cent. of the entire
 authorised and issued share capital of the company referred to in paragraph
 (a) above,

 
	
  

 	
  

 
	
  

 	
 and confirmation by the Agent that such companies are acceptable to
 the Lenders in their sole discretion.

 


68









	
  

 	
  

 
	
 12

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

 


69







PART B


The following are the documents referred to in Clause 9.1(b) required
before the drawdown of an Advance to be made on or before a Delivery Date. The
“Ship” means
the Ship which is being delivered on that Delivery Date and the “Borrower” means
the Borrower which is acquiring that Ship.


	
  

 	
  

 
	
 1

 	
 A duly executed original of the Mortgage, the Deed of Covenant, the
 General Assignment and the Charter Assignment relating to the Ship (and of
 each document to be delivered by each of them).

 
	
  

 	
  

 
	
 2

 	
 Signed copies of the Master Charterparty Agreement and Charter
 relating to each Ship.

 
	
  

 	
  

 
	
 3

 	
 Documentary evidence that and/or the Agent being satisfied that:

 
	
  

 	
  

 
	
 (a)

 	
 the Ship on the Delivery Date will be unconditionally delivered by
 the Builder to, and accepted by, the Borrower under the Shipbuilding
 Contract, and the full purchase price payable under the Shipbuilding Contract
 (in addition to the part to be financed by the Advance) shall have been duly
 paid;

 
	
  

 	
  

 
	
 (b)

 	
 the Ship on the Delivery Date will be definitively and permanently
 registered in the name of the Borrower under Bermudan flag;

 
	
  

 	
  

 
	
 (c)

 	
 the Ship on the Delivery Date will be in the absolute and
 unencumbered ownership of the Borrower save as contemplated by the Finance
 Documents;

 
	
  

 	
  

 
	
 (d)

 	
 the Ship on the Delivery Date will maintain highest notation with its
 classification society free of all recommendations and conditions of such
 classification society;

 
	
  

 	
  

 
	
 (e)

 	
 the relevant Mortgage on the Delivery Date will be duly registered
 against the Ship as a valid first preferred Bermudan ship mortgage in
 accordance with the laws of Bermuda; and

 
	
  

 	
  

 
	
 (f)

 	
 the Ship on the Delivery Date will be insured in accordance with the
 provisions of this Agreement and all requirements therein in respect of
 insurances shall have been complied with.

 
	
  

 	
  

 
	
 4

 	
 Documents establishing that the Ship will, as from the Drawdown Date,
 be managed by each Approved Manager on terms acceptable to the Lenders and in
 accordance with the ISM Code and the ISPS Code, together with:

 
	
  

 	
  

 
	
 (a)

 	
 a letter of undertaking executed by each Approved Manager in favour
 of the Agent in the terms required by the Agent agreeing certain matters in
 relation to the management of the Ship and subordinating the rights of that
 Approved Manager against the Borrowers (and any of them) and the Ship to the
 rights of the Creditor Parties under the Finance Documents; and

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 5

 	
 Confirmation by the Borrower which will own the Ship to the Agent
 that on the Delivery Date the Ship will comply in all respects with the
 description and Condition on Delivery of the Ship as set out in the Charter.

 
	
  

 	
  

 
	
 6

 	
 A favourable opinion from an independent insurance consultant
 acceptable to the Agent (at the Borrower’s cost) on such matters relating to
 the insurances for each Ship as the Agent may require.

 
	
  

 	
  

 
	
 7

 	
 Favourable legal opinions from lawyers appointed by the Agent on such
 matters concerning the law of Bermuda and such other relevant jurisdictions
 as the Agent may require.

 


70









	
  

 	
  

 
	
 8

 	
 A valuation of the Ship addressed to the Agent and dated not earlier
 than 1 month before the Drawdown Date which evidences compliance with Clause
 15.1 immediately after the Drawdown Date.

 
	
  

 	
  

 
	
 9

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

 
	
  

 	
  

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

 


71





SCHEDULE 5



TRANSFER CERTIFICATE


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


	
  

 	
  

 
	
 To:

 	
 Nordea Bank Finland Plc, London Branch for itself and for and on
 behalf of the Borrowers, each Security Party, the Security Trustee, each
 Lender, each Arranger and each Swap Bank, as defined in the Loan Agreement
 referred to below.

 
	
  

 	
  

 
	
 1

 	
 This Certificate relates to a loan agreement (the “Loan
 Agreement”) dated [●] 2011 and made between (1) GAS-five
 Ltd. and GAS-six Ltd. as borrowers (the “Borrowers”), (2) the banks and financial
 institutions named therein as Lenders, (3) the banks and financial
 institutions named therein as Swap Banks, (4) Nordea Bank Finland Plc, London
 Branch, ABN AMRO Bank N.V. and Citibank International Plc, Greece Branch as
 Joint Lead Arrangers and (5) Nordea Bank Finland Plc, London Branch as Agent
 and as Security Trustee for a loan facility of up to US$277,000,000.

 
	
  

 	
  

 
	
 2

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

 
	
  

 	
  

 
	
  

 	
 “Relevant Parties” means the Agent, the Borrowers, each
 Security Party, the Security Trustee, each Lender, each Joint Lead Arrangers
 and each Swap Bank;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 3

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

 
	
  

 	
  

 
	
 4

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

 
	
  

 	
  

 
	
 5

 	
 By virtue of this Transfer Certificate and Clause 26 of the Loan
 Agreement, the Transferor is discharged [entirely from its Commitment which
 amounts to $[●]] [from [●] per cent. of its Commitment, which
 percentage represents $[●]] and the Transferee acquires a Commitment of
 $[●].

 
	
  

 	
  

 
	
 6

 	
 The Transferee undertakes with the Transferor and each of the
 Relevant Parties that the Transferee will observe and perform all the
 obligations under the Finance Documents which Clause 26 of the Loan Agreement
 provides will become binding on it upon this Certificate taking effect.

 
	
  

 	
  

 
	
 7

 	
 The Agent, at the request of the Transferee (which request is hereby
 made) accepts, for the Agent itself and for and on behalf of every other
 Relevant Party, this Certificate as a Transfer Certificate taking effect in
 accordance with Clause 26 of the Loan Agreement.

 
	
  

 	
  

 
	
 8

 	
 The Transferor:

 
	
  

 	
  

 
	
 (a)

 	
 warrants to the Transferee and each Relevant Party that:

 


72









	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 this Certificate is valid and binding as regards the Transferor;

 






	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 9

 	
 The Transferee:

 
	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 




	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 warrants to the Transferor and each Relevant Party that:

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 






	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 10

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

 
	
  

 	
  

 
	
 11

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

 





	
  

 	
  

 
	
  [Name of Transferor]

 	
  [Name of Transferee]

 


73









	
  

 	
  

 
	
 By:

 	
 By:

 
	
  

 	
  

 
	
 Date:

 	
 Date:

 





	
  

 
	
 Agent

 
	
  

 
	
 Signed for
 itself and for and on behalf of itself as Agent and for every other Relevant
 Party

 
	
  

 
	
 NORDEA BANK FINLAND PLC, LONDON BRANCH

 
	
  

 
	
 By:

 
	
  

 
	
 Date:

 


74





Administrative
Details of Transferee


Name of Transferee:


Lending Office:


Contact Person

(Loan Administration Department):


Telephone:


Fax:


Contact Person

(Credit Administration Department):


Telephone:


Fax:


Account for payments:


	
  

 	
  

 
	
 Note:

 	
 This Transfer Certificate alone may not be sufficient to transfer a
 proportionate share of the Transferor’s interest in the security constituted
 by the Finance Documents in the Transferor’s or Transferee’s jurisdiction. It
 is the responsibility of each Lender to ascertain whether any other documents
 are required for this purpose.

 


75





SCHEDULE 6


DESIGNATION NOTICE


	
  

 	
  

 
	
 To:

 	
 Nordea Bank
 Finland Plc, London Branch 

 
	
  

 	
 8th Floor

 
	
  

 	
 City Place
 House

 
	
  

 	
 55
 Basinghall Street

 
	
  

 	
 London EC2V
 5NB

 
	
  

 	
  

 
	
 Attn:

 	
 Loans
 Administration

 


[date]


Dear Sirs


Loan
Agreement dated [●] 2011 made between (i) ourselves as
Borrowers, (ii) the Lenders, (iii) the Swap Banks, (iv) yourselves, ABN AMRO
Bank N.V. and Citibank International Plc, Greece Branch as Joint Lead Arrangers
and (v) yourselves as Agent and Security Trustee (the “Loan Agreement”)


We refer to:


	
  

 	
  

 
	
 1

 	
 the Loan
 Agreement;

 
	
  

 	
  

 
	
 2

 	
 the Master
 Agreement dated as of [●] made between ourselves and [●]; and

 
	
  

 	
  

 
	
 3

 	
 a
 Confirmation delivered pursuant to the said Master Agreement dated [●]
 and addressed by [●] to us.

 


In accordance with the terms of the Loan Agreement, we hereby give you
notice of the said Confirmation and hereby confirm that the Transaction
evidenced by it will be designated as a “Designated Transaction” for the
purposes of the Loan Agreement and the Finance Documents.


Yours faithfully





	
  

 	
  

 
	 

 	
  

 
	
  

 	
  

 
	
 for and on
 behalf of

 	
  

 
	
 GAS-FIVE LTD.

 	
  

 
	
 GAS-SIX LTD. 

 	
  

 


76







SCHEDULE 7


MANDATORY COST FORMULA


	
  

 	
  

 
	
 1

 	
 The Mandatory Cost is an addition to the interest rate to compensate
 Lenders for the cost of compliance with (a) the requirements of the Financial
 Services Authority (or 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 Advance) and will be expressed as a percentage rate per
 annum. 

 
	
  

 	
  

 
	
 3

 	
 The Additional Cost Rate for any Lender lending from a lending 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 Advances made from that
 lending office) of complying with the minimum reserve requirements of the European
 Central Bank in respect of loans made from that lending office. 

 
	
  

 	
  

 
	
 4

 	
 The Additional Cost Rate for any Lender lending from a lending office
 in the United Kingdom will be calculated by the Agent as follows: 

 





	
  

 	
  

 	
  

 
	
  

 	
 E x 0.01

 	
 per cent. per annum 

 
	
  

 	 

 

 	
  

 
	
  

 	
 300

 	
  

 






	
  

 	
  

 
	
  

 	
 Where:

 
	
  

 	
 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 6 below and
 expressed in pounds per £1,000,000. 

 
	
  

 	
  

 
	
 5

 	
 For the purposes of this Schedule: 

 
	
  

 	
  

 
	
 (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 the 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); 

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

 	
 “Tariff Base” has the
 meaning given to it in, and will be calculated in accordance with, the Fees
 Rules. 

 
	
  

 	
  

 
	
 6

 	
 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 

 


77









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 7

 	
 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 in
 writing on or prior to the date on which it becomes a Lender: 

 
	
  

 	
  

 
	
 (a)

 	
 the jurisdiction of its lending office; and 

 
	
  

 	
  

 
	
 (b)

 	
 any other information that the Agent may reasonably require for such
 purpose. 

 
	
  

 	
  

 
	
  

 	
 Each Lender shall promptly notify the Agent in writing of any change
 to the information provided by it pursuant to this paragraph.

 
	
  

 	
  

 
	
 8

 	
 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 paragraph 6 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 lending office in the same
 jurisdiction as its lending office. 

 
	
  

 	
  

 
	
 9

 	
 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, 6 and 7 above is true and correct
 in all respects. 

 
	
  

 	
  

 
	
 10

 	
 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, 6 and 7 above. 

 
	
  

 	
  

 
	
 11

 	
 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. 

 
	
  

 	
  

 
	
 12

 	
 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 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. 

 


78





SCHEDULE 8


FORM OF COMPLIANCE CERTIFICATE




	
  

 	
  

 
	
 To:

 	
 Nordea Bank
 Finland Plc, London Branch

 8th Floor, City Place House

 55 Basinghall Street

 London EC2V 5NB

 
	
  

 	
  

 
	
 Attn:

 	
 GasLog Ltd.,

 GAS-five Ltd. and

 GAS-six Ltd. 

 
	
  

 	
 [Date]

 


OFFICER’S CERTIFICATE


	
  

 	
  

 	
  

 
	
 This Certificate is rendered pursuant to:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 clause [11.7(e)] of the loan agreement dated [●] 2011 (as
 amended and/or supplemented from time to time, the “Loan Agreement”) and made between (i)
 GAS-five Ltd. and GAS-six Ltd., as joint and several borrowers (together, the
 “Borrowers”), (ii) certain banks
 and financial institutions, as. lenders, (iii) certain banks and financial
 institutions, as swap banks, (iv) Nordea Bank Finland Plc, ABN AMRO Bank
 N.V., and Citibank International Plc, Greece Branch, as joint lead arrangers,
 (v) Nordea Bank Finland Plc, London Branch, as agent and as security trustee;
 and 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 clause [11.3(c)] of the guarantee dated [●] 2011 (as amended
and/or supplemented from time to time, the “GasLog Guarantee”) and executed
by GasLog Ltd. (“GasLog”), in
favour of Nordea Bank Finland Plc, London Branch, as Security Trustee.  

 
	
  

 	
  

 	
  

 
	
 Words and expressions defined in the Loan Agreement (including,
 without limitation, in clause 11.25 thereof) shall have the same meanings
 when used herein.

 
	
  

 	
  

 	
  

 
	
 We, the Chief Financial Officers of GasLog Ltd., GAS-five Ltd, and
 GAS-six Ltd., hereby certify that:

 
	
  

 	
  

 	
  

 
	
 1

 	
 Attached to this Certificate [are] [is] the latest [audited
 consolidated accounts of GasLog and its subsidiaries for the financial year
 ending on [●]] [unaudited consolidated accounts of GasLog and its
 subsidiaries in relation to the first six months of the financial year ending
 on [●]]. 

 
	
  

 	
  

 
	
 2

 	
 Attached also to this Certificate [are][is] the latest [audited
 accounts of each Borrower for the financial year ending on [●]]
 [unaudited accounts of each Borrower in relation to the first six months of
 the financial year ending on [●]]. 

 
	
  

 	
  

 
	
 3

 	
 As at the date of this Certificate the financial covenants set out in
 clause 11.25 of the Loan Agreement [are] [are not] complied with, in that as
 at [●]: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 GasLog Group’s Working Capital [is][is not] less than $0; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the aggregate amount of GasLog Group’s Cash and GasLog Group’s Cash
 Equivalents is [●] and GasLog Group’s Total Interest Bearing Debt is [●];
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the ratio of GasLog Group’s Total Debt to GasLog Group’s Total
 Capitalisation is [●] : [●]; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 GasLog Group’s Market Adjusted Net Worth is [●]; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the ratio of GasLog Group’s EBITDA to GasLog Group’s Debt Service is
 [●] : [●]; 

 


79









	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 for GAS-five Ltd., the aggregate amount of Borrower’s Cash and
 Borrower’s Cash Equivalents is [●]; and
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 for GAS-six Ltd., the aggregate amount of Borrower’s Cash and
 Borrower’s Cash Equivalents is [●]. 

 
	
  

 	
  

 	
  

 
	
  

 	
  [or, as the case may be, specify in what
 respect any of the financial covenants are not complied with.]

 
	
  

 	
  

 	
  

 
	
 4

 	
 Attached also to this Certificate are our calculations evidencing the
 statements set out in paragraph 3 above. 

 
	
  

 	
  

 	
  

 
	
 5

 	
 Attached also to this Certificate are valuations evidencing the Fair
 Market Value of the Ships as at the date of this Certificate. 

 
	
  

 	
  

 	
  

 
	
 6

 	
 As at [•] no Potential Event of Default or Event of Default has
 occurred and is continuing. 

 
	
  

 	
  

 	
  

 
	
  

 	
  [or, specify/identify any Potential Event
 of Default or Event of Default]

 
	
  

 	
  

 	
  

 
	
 7

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

 





	
  

 	
  

 
	 
 	
  

 
	
 Chief Financial Officer 

 	
  

 
	
 GASLOG LTD. 

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	 


 	
  

 
	
 Chief Financial Officer 

 	
  

 
	
 GAS-FIVE LTD. 

 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	 


 	
  

 
	
 Chief Financial Officer 

 	
  

 
	
 GAS-SIX LTD. 

 	
  

 


80







EXECUTION PAGE


	
  

 	
  

 
	
 BORROWERS

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Henrik Bjerregaard

 
	
 GAS-FIVE
 LTD.

 	
 )   /s/ Line Køhler Lljungdahl

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )   /s/ Henrik Bjerregaard

 
	
 for and on behalf of

 	
 )   /s/ Line Køhler Lljungdahl

 
	
 GAS-SIX
 LTD.

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 LENDERS

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Tom Zachariassen

 
	
 NORDEA
 BANK FINLAND PLC,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ W.P. van Aerssen

 
	
 ABN AMRO
 BANK N.V.

 	
 )   /s/ R.H.L. Ko

 
	
 in the presence of:

 	
 )   /s/ T. Slavenburg

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Vassilios Maroulis

 
	
 CITIBANK
 INTERNATIONAL

 	
 )

 
	
 PLC,
 GREECE BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 


81









	
  

 	
  

 
	
 JOINT LEAD
 ARRANGERS

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Tom Zachariassen

 
	
 NORDEA
 BANK FINLAND PLC,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ W.P. van Aerssen

 
	
 ABN AMRO
 BANK N.V.

 	
 )   /s/ /R.H.L. Ko

 
	
 in the presence of:

 	
 )   /s/ T. Slavenburg

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Vassilios Maroulis

 
	
 CITIBANK
 INTERNATIONAL

 	
 )

 
	
 PLC,
 GREECE BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SWAP BANKS

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Tom Zachariassen

 
	
 NORDEA
 BANK FINLAND PLC,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ W.P. van Aerssen

 
	
 ABN AMRO
 BANK N.V.

 	
 )   /s/ R.H.L. Ko

 
	
 in the presence of:

 	
 )   /s/ T. Slavenburg

 






	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Fabrizio Pasani

 
	
 CITIBANK
 N.A.,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 


82









	
  

 	
  

 
	
 AGENT

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Tom Zachariassen

 
	
 NORDEA
 BANK FINLAND PLC,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 






	
  

 	
  

 
	
 SECURITY
 TRUSTEE

 	
  

 
	
  

 	
  

 
	
 SIGNED by

 	
 )

 
	
  

 	
 )

 
	
 for and on behalf of

 	
 )   /s/ Tom Zachariassen

 
	
 NORDEA
 BANK FINLAND PLC,

 	
 )

 
	
 LONDON
 BRANCH

 	
 )

 
	
 in the presence of:

 	
 )

 


83