Exhibit 10.4




Private & Confidential



	
 


	
Dated 18 January 2012


	











	
 

	
 

	
 


	 	
GAS-seven Ltd.

	
 (1)


	 	
 

	
 


	 	
arranged by

	
 


	 	
CREDIT SUISSE AG

	
 (2)


	 	
 

	
 


	 	
with

	
 


	 	
 

	
 


	 	
CREDIT SUISSE AG

	
 (3)


	 	
as Agent

	
 


	 	
 

	
 


	 	
CREDIT SUISSE AG

	
 (4)


	 	
as Security Agent

	
 


	 	
 

	
 


	 	
CREDIT SUISSE AG

	
 (5)


	 	
as Hedging Provider

	
 








	
 


	





	
 


	
FACILITY AGREEMENT


	
$144,000,000 Loan Facility


	








 


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





Contents


	
 

	
 

	
 

	
 


	
Clause

	
 

	
Page 


	
 

	
 

	
 

	
 


	
1

	
Definitions and
interpretation

	
 

	
1


	
 

	
 

	
 

	
 


	
2

	
The Facility

	
 

	
22


	
 

	
 

	
 

	
 


	
3

	
Purpose

	
 

	
22


	
 

	
 

	
 

	
 


	
4

	
Conditions of Utilisation

	
 

	
22


	
 

	
 

	
 

	
 


	
5

	
Utilisation

	
 

	
24


	
 

	
 

	
 

	
 


	
6

	
Repayment

	
 

	
25


	
 

	
 

	
 

	
 


	
7

	
Illegality,
prepayment and cancellation

	
 

	
26


	
 

	
 

	
 

	
 


	
8

	
Interest

	
 

	
29


	
 

	
 

	
 

	
 


	
9

	
Interest
Periods

	
 

	
29


	
 

	
 

	
 

	
 


	
10

	
Changes to the
calculation of interest

	
 

	
30


	
 

	
 

	
 

	
 


	
11

	
Fees

	
 

	
31


	
 

	
 

	
 

	
 


	
12

	
Tax gross-up
and indemnities

	
 

	
32


	
 

	
 

	
 

	
 


	
13

	
Increased Costs

	
 

	
34


	
 

	
 

	
 

	
 


	
14

	
Other indemnities

	
 

	
34


	
 

	
 

	
 

	
 


	
15

	
Mitigation by
the Lenders

	
 

	
36


	
 

	
 

	
 

	
 


	
16

	
Costs and
expenses

	
 

	
37


	
 

	
 

	
 

	
 


	
17

	
Representations

	
 

	
38


	
 

	
 

	
 

	
 


	
18

	
Information
undertakings

	
 

	
44


	
 

	
 

	
 

	
 


	
19

	
General
undertakings

	
 

	
47


	
 

	
 

	
 

	
 


	
20

	
Dealings with
Ship

	
 

	
51


	
 

	
 

	
 

	
 


	
21

	
Condition and
operation of Ship

	
 

	
52


	
 

	
 

	
 

	
 


	
22

	
Insurance

	
 

	
56


	
 

	
 

	
 

	
 


	
23

	
Minimum
security value

	
 

	
59


	
 

	
 

	
 

	
 


	
24

	
Chartering
undertakings

	
 

	
61


	
 

	
 

	
 

	
 


	
25

	
Bank accounts

	
 

	
63


	
 

	
 

	
 

	
 


	
26

	
Business
restrictions

	
 

	
65


	
 

	
 

	
 

	
 


	
27

	
Hedging
Contracts

	
 

	
67


	
 

	
 

	
 

	
 


	
28

	
Events of
Default

	
 

	
68















	
 

	
 

	
 

	
 


	
29

	
Position of
Hedging Provider

	
 

	
72


	
 

	
 

	
 

	
 


	
30

	
Changes to the
Lenders

	
 

	
74


	
 

	
 

	
 

	
 


	
31

	
Changes to the
Obligors

	
 

	
76


	
 

	
 

	
 

	
 


	
32

	
Roles of Agent,
Security Agent and Arranger

	
 

	
77


	
 

	
 

	
 

	
 


	
33

	
Conduct of
business by the Finance Parties

	
 

	
88


	
 

	
 

	
 

	
 


	
34

	
Sharing among
the Finance Parties

	
 

	
90


	
 

	
 

	
 

	
 


	
35

	
Payment
mechanics

	
 

	
92


	
 

	
 

	
 

	
 


	
36

	
Set-off

	
 

	
94


	
 

	
 

	
 

	
 


	
37

	
Notices

	
 

	
94


	
 

	
 

	
 

	
 


	
38

	
Calculations
and certificates

	
 

	
96


	
 

	
 

	
 

	
 


	
39

	
Partial
invalidity

	
 

	
97


	
 

	
 

	
 

	
 


	
40

	
Remedies and
waivers

	
 

	
97


	
 

	
 

	
 

	
 


	
41

	
Amendments and
grant of waivers

	
 

	
97


	
 

	
 

	
 

	
 


	
42

	
Counterparts

	
 

	
98


	
 

	
 

	
 

	
 


	
43

	
Governing law

	
 

	
99


	
 

	
 

	
 

	
 


	
44

	
Enforcement

	
 

	
99


	
 

	
 

	
 

	
 


	
Schedule 1 The
original parties

	
 

	
100


	
 

	
 

	
 


	
Schedule 2 Ship
information

	
 

	
103


	
 

	
 

	
 


	
Schedule 3
Conditions precedent

	
 

	
104


	
 

	
 

	
 


	
Schedule 4
Utilisation Request

	
 

	
110


	
 

	
 

	
 


	
Schedule 5
Selection Notice

	
 

	
111


	
 

	
 

	
 


	
Schedule 6
Mandatory Cost Formula

	
 

	
112


	
 

	
 

	
 


	
Schedule 7 Form
of Transfer Certificate

	
 

	
115











THIS AGREEMENT
is dated 18 January 2012 and made between:


	
 

	
 

	
 


	
(1)

	
 

	
GAS-seven Ltd.
(the Borrower);


	
 

	
 

	
 


	
(2)

	
 

	
CREDIT SUISSE AG
as mandated lead arranger (the Arranger);


	
 

	
 

	
 


	
(3)

	
 

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


	
 

	
 

	
 


	
(4)

	
 

	
CREDIT SUISSE AG
as hedging provider (the Hedging Provider);


	
 

	
 

	
 


	
(5)

	
 

	
CREDIT SUISSE AG
as agent for the other Finance Parties (the
Agent); and


	
 

	
 

	
 


	
(6)

	
 

	
CREDIT SUISSE AG
as security agent and trustee for the other Finance Parties (the Security Agent).





IT IS AGREED
as follows:


SECTION
1 - INTERPRETATION


	
 

	
 

	
 

	
 


	
1

	
 

	
Definitions and interpretation 


	
 

	
 

	
 


	
1.1

	
 

	
Definitions


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
Account
means any bank account, deposit or certificate of deposit opened, made or
established in accordance with clause 25 (Bank
accounts).


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
Applicable Law:


	
 

	
 

	
 


	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
means, in relation to any Lender, any Basel
II Regulation or any Basel III Regulation applicable to that Lender.


	
 

	
 

	
 

	
 


	
 

	
 

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




1









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Bareboat Charter
has the meaning given to it in clause 24.7
(Substitution of the Time Charter by a bareboat charter).


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Basel II Accord
means the “International Convergence of Capital Measurement and Capital
Standards, a Revised Framework” published by the Basel Committee on Banking
Supervision in June 2004 as updated prior to, and in the form existing on,
the date of this Agreement, excluding any amendment thereto arising out of
the Basel III Accord.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Basel II Regulation
means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
any Basel II Approach adopted by a Lender,


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

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




2









	
 

	
 

	
 


	
 

	
exceeds:


	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
the Borrower ceases to be a wholly owned
direct Subsidiary of GasLog Carriers; or


	
 

	
 

	
 


	
 

	
(b)

	
GasLog Carriers ceases to be a wholly-owned
Subsidiary of GasLog; or


	
 

	
 

	
 


	
 

	
(c)

	
the Counter Guarantor A, together with the
Counter Guarantor A Associates, cease to own legally and beneficially 60% of
the issued and outstanding (i) share capital and (ii) voting share capital,
of GasLog HoldCo; or


	
 

	
 

	
 


	
 

	
(d)

	
the Counter Guarantor B, together with the
Counter Guarantor B Associates, cease to own legally and beneficially 40% of
the issued and outstanding (i) share capital and (ii) voting share capital,
of GasLog HoldCo; or


	
 

	
 

	
 


	
 

	
(e)

	
GasLog HoldCo ceases to own legally and
beneficially 75% or more of the issued and outstanding (i) share capital and
(ii) voting share capital, of GasLog; or


	
 

	
 

	
 


	
 

	
(f)

	
GasLog LNG Services Ltd. ceases to be a
wholly-owned Subsidiary of GasLog; or


	
 

	
 

	
 


	
 

	
(g)

	
there is a change of 15% or more in the
shareholding of, or in the voting rights relative to the shares in, the
Counter Guarantor A and/or the Counter Guarantor A Associates, from that
described by or on behalf of the Borrower to the Lenders on or before the
date of this Agreement.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Charter
means each of the Maiden Charter, the Time Charter and the Bareboat Charter
and Charters means all of them.


	
 

	
 


	
 

	
Charter Assignments
means, together, the GasLog Charter Assignment and the Borrower’s Charter
Assignment.


	
 

	
 


	
 

	
Charter Documents
means, together, the Maiden Charter Documents, the Time Charter Documents and
the Bareboat Charter Documents.


	
 

	
 


	
 

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




3









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Classification
Society means the classification
society specified in Schedule 2 (Ship
information) or another classification society (being a member of
the International Association of Classification Societies (IACS) or, if such
association no longer exists, any similar association nominated by the Agent)
approved by the Lenders as its Classification Society, at the request of the
Borrower.


	
 

	
 


	
 

	
Commitment
means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
in relation to any other Lender, the amount
of any Commitment transferred to it under this Agreement,


	
 

	
 

	
 


	
 

	
to the extent not cancelled, reduced or
transferred by it under this Agreement.


	
 

	
 


	
 

	
Confirmation
shall have, in relation to any Hedging Transaction, the meaning given to it
in the Hedging Master Agreement.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Counter Guarantor A
means a person (other than Counter Guarantor B) acceptable to the Lenders at
their discretion which may now or at any time throughout the Facility Period
guarantee the obligations and liabilities of the Obligors to the Lenders and
the Hedging Provider and which is designated to be the “Counter Guarantor A”
in the Counter Guarantee executed by it.


	
 

	
 


	
 

	
Counter Guarantor A
Associates means any companies (other
than Obligors) all the shares of which are ultimately beneficially owned by
the same persons as those ultimately beneficially owing all the shares of the
Counter Guarantor A on the date of this Agreement, and which have been
disclosed by the Borrower on or before the date of this Agreement to be the
Counter Guarantor A Associates;


	
 

	
 


	
 

	
Counter Guarantor B
means a person (other than Counter Guarantor A) acceptable to the Lenders at
their discretion which may now or at any time throughout the Facility Period
guarantee the obligations and liabilities of the Obligors to the Lenders and
the Hedging Provider and which is designated to be the “Counter Guarantor B”
in the Counter Guarantee executed by it.


	
 

	
 


	
 

	
Counter Guarantor B
Associates means any companies (other
than the Obligors) all the shares of which are ultimately beneficially owned
by the same persons as those ultimately beneficially owing all the shares of
the Counter Guarantor B on the date of this Agreement, and which have been
disclosed by the Borrower on or before the date of this Agreement to be the
Counter Guarantor B Associates;


	
 

	
 


	
 

	
Counter Guarantors
means, together, the Counter Guarantor A and the Counter Guarantor B.




4









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Deed of Covenant
means a first deed of covenant and/or general assignment by the Borrower in
favour of the Security Agent in the agreed form.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Defaulting Lender
means any Lender:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
which has otherwise rescinded or repudiated
a Finance Document; or


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

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








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
its failure to pay is caused by:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
administrative or technical error; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
a Disruption Event; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

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








	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Delivery Date
means the date on which Delivery occurs.


	
 

	
 


	
 

	
Delivery Instalment
means the instalment of the Contract Price falling due on Delivery in
accordance with Article VII of the Building Contract.


	
 

	
 


	
 

	
Disruption Event
means either or both of:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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








	
 

	
 

	
 


	
 

	
(i)

	
from performing its payment obligations
under the Finance Documents; or


	
 

	
 

	
 


	
 

	
(ii)

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




5









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Environmental
Claims means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
Environmental
Incident means any Spill from any
ship or vessel in circumstances where:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
Excess Cash
Calculation Period means
each of the three (3) month periods ending on the twenty fourth Repayment
Date, the twenty fifth Repayment Date, the twenty sixth Repayment Date and
the twenty seventh Repayment Date.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Facility Office
means the office or offices notified by a Lender to the Agent in writing on
or before the date it becomes a Lender (or, following that date, by not less
than five Business




6









	
 

	
 

	
 


	
 

	
Days’ written notice) as the office through
which it will perform its obligations under this Agreement.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Final Repayment
Date means, subject to clause 35.7 (Business Days), the date falling eighty
four (84) months after the Utilisation Date.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Financial
Indebtedness means any indebtedness for
or in respect of:


	
 

	
 


	
 

	
(a)

	
moneys borrowed;


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
 

	
(g)

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


	
 

	
 

	
 


	
 

	
(h)

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


	
 

	
 

	
 


	
 

	
(i)

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


	
 

	
 

	
 


	
 

	
(j)

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


	
 

	
 

	
 


	
 

	
First Repayment
Date means, subject to clause 35.7 (Business Days), the date falling three
(3) months after the Utilisation Date.




7









	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
GAAP
means International Accounting Standards, International Financial Reporting
Standards and related interpretations as amended, supplemented, issued or
adopted from time to time by the International Accounting Standards Board to
the extent applicable to the relevant financial statements.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
GasLog HoldCo
means such company as has been disclosed in writing by or on behalf of the
Borrower to the Arranger and/or the Agent on or prior to the date of this
Agreement to be the legal and beneficial owner of at least 75% of the issued
share capital and of at least 75% of the issued voting share capital of
GasLog, as at the date of this Agreement and, as the same has been approved
by the Agent and the Lenders, on or prior to the date of this Agreement.


	
 

	
 


	
 

	
Group
means the Counter Guarantor A and its Subsidiaries for the time being and,
for the purposes of clause 5 (Financial
Covenants) of its Counter Guarantee and clause 5 (Financial Covenants) of the Guarantee
executed by GasLog, any other entity required to be treated as a subsidiary
in the consolidated accounts of the Counter Guarantor A or GasLog,
respectively, in accordance with GAAP and/or any applicable law and member of the Group shall be construed
accordingly.


	
 

	
 


	
 

	
Guarantee
means the guarantee of each of the Guarantors in favour of the Security Agent
in the agreed form and Guarantees
means both of them.


	
 

	
 


	
 

	
Guarantors
means persons acceptable to the Lenders at their discretion which may now or
at any time throughout the Facility Period guarantee the obligations and
liabilities of the Borrower to the Lenders and the Hedging Provider
(including, without limitation, GasLog and GasLog Carriers).


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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




8









	
 

	
 

	
 


	
 

	
Hedging Master
Agreement means the agreement made
or (as the context may require) to be made between the Borrowers and the
Hedging Provider comprising an ISDA Master Agreement and Schedule thereto in
the agreed form.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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

Indemnified Person
means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
each Affiliate of those persons; and


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
(e)

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








	
 

	
 

	
 


	
 

	
(i)

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


	
 

	
 

	
 


	
 

	
(ii)

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








	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
 

	
(g)

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




9









	
 

	
 

	
 


	
 

	
(h)

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


	
 

	
 

	
 


	
 

	
(i)

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


	
 

	
 

	
 


	
 

	
(j)

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


	
 

	
 

	
 


	
 

	
(k)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Insurances
means, in relation to the Ship:


	
 

	
 


	
 

	
(a)

	
all policies and contracts of insurance;
and


	
 

	
 

	
 


	
 

	
(b)

	
all entries in a protection and indemnity
or war risks or other mutual insurance association


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Interbank Market
means the London interbank market.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
the Borrower ceases to be a wholly owned
direct Subsidiary of GasLog Carriers; or


	
 

	
 

	
 


	
 

	
(b)

	
GasLog Carriers ceases to be a wholly-owned
Subsidiary of GasLog; or


	
 

	
 

	
 


	
 

	
(c)

	
GasLog HoldCo ceases to own legally and
beneficially the following percentage or more of the issued and outstanding
(1) share capital and (2) voting share capital, of GasLog:








	
 

	
 

	
 


	
 

	
(i)

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


	
 

	
 

	
 


	
 

	
(ii)

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


	
 

	
 

	
 


	
 

	
(iii)

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


	
 

	
 

	
 


	
 

	
(iv)

	
from the Third Anniversary and at all other
time thereafter,  15%;
or








	
 

	
 

	
 


	
 

	
(d)

	
GasLog LNG Services Ltd. ceases to be a
wholly-owned subsidiary of GasLog; or




10









	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

	
(f)

	
either:








	
 

	
 

	
 


	
 

	
(i)

	
two (2) or more persons acting in concert
(other than (1) the Counter Guarantor A together with the Counter Guarantor A
Associates and/or the Counter Guarantor B together with the Counter Guarantor
B Associates, whether directly or indirectly through GasLog HoldCo and/or (2)
a passive financial institution); or


	
 

	
 

	
 


	
 

	
(ii)

	
a person (other than (1) either the Counter
Guarantor A together with the Counter Guarantor A Associates or the Counter
Guarantor B together with the Counter Guarantor B Associates, whether
directly or indirectly through GasLog HoldCo or (2) a passive financial
institution):








	
 

	
 

	
 


	
 

	
(A)

	
acquire legally and/or beneficially, either
directly or indirectly, in excess of the aggregate issued voting share
capital or of the aggregate issued share capital of GasLog legally or
beneficially owned by the Counter Guarantors, the Counter Guarantor A
Associates and the Counter Guarantor B Associates combined (whether directly
or indirectly through GasLog HoldCo), at any time; and/or


	
 

	
 

	
 


	
 

	
(B)

	
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 it) of GasLog at any time;








	
 

	
 

	
 


	
 

	
Last Availability
Date means 30 June 2014 (or such
later date as may be approved by the Lenders).


	
 

	
 


	
 

	
Legal Reservations
means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
Lender
means:


	
 

	
 

	
 


	
 

	
(a)

	
any Original Lender; and


	
 

	
 

	
 


	
 

	
(b)

	
any bank, financial institution, trust,
fund or other entity which has become a Party in accordance with clause 30 (Changes to the Lenders),


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
the applicable Screen Rate; or


	
 

	
 

	
 


	
 

	
(b)

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




11









	
 

	
 

	
 


	
 

	
as of 11:00 a.m. (London time) on the
Quotation Day for the offering of deposits in dollars for a period comparable
to the Interest Period for the Loan or relevant part of it or Unpaid Sum and,
if any such rate is below zero, LIBOR will be deemed to be zero.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Maiden Charter
means the maiden charter (including the Master Agreement), details of which
are provided in Schedule 2 (Ship
information).


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Major Casualty
Amount means $2,000,000 (or the
equivalent in any other currency).


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Manager
means GasLog LNG Services Ltd. of Clarendon House, Church Street, Hamilton
HM11, Bermuda as technical manager and/or GasLog as commercial manager or
another manager appointed by the Borrower as the technical and/or commercial
manager of the Ship in accordance with clause 20.3 (Manager).


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Margin
means 2.20% per annum.


	
 

	
 


	
 

	
Master Agreement
means the master agreement dated 11 May 2011 made between, inter alios, the
Borrower, the Charterer and GasLog in relation to, inter alia, the Charters
and the Building Contract.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
Minimum Value
means the amount in dollars which is at any relevant time 120% of the
aggregate outstanding amount of (a) the Loan and (b) the Hedging Exposure at
that time.


	
 

	
 


	
 

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




12









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Original Financial
Statements means:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Original Security
Documents means:








	
 

	
 

	
 


	
 

	
(a)

	
the Counter Guarantees and the Guarantees;


	
 

	
 

	
 


	
 

	
(b)

	
the Mortgage;


	
 

	
 

	
 


	
 

	
(c)

	
the Deed of Covenant;


	
 

	
 

	
 


	
 

	
(d)

	
the Hedging Contract Security;


	
 

	
 

	
 


	
 

	
(e)

	
the Charter Assignments;


	
 

	
 

	
 


	
 

	
(f)

	
the Account Security;


	
 

	
 

	
 


	
 

	
(g)

	
any Manager’s Undertaking if required under
clause 20.3
(Manager); and


	
 

	
 

	
 


	
 

	
(h)

	
the Quiet Enjoyment Agreement.








	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
Party
means a party to this Agreement.


	
 

	
 


	
 

	
Permitted Assignment
means an assignment by GasLog of its interest in the Master Agreement insofar
as it relates to Hull No. 2042 at the Builder’s yard.


	
 

	
 

	
 


	
 

	
Permitted Maritime
Liens means, in relation to the Ship:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

	
any lien on the Ship for salvage.




13









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
granted by the Finance Documents; or


	
 

	
 

	
 


	
 

	
(b)

	
a Permitted Maritime Lien; or


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
(e)

	
approved by the Majority Lenders,


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Quiet Enjoyment
Agreement means the letter by the
Security Agent addressed to and acknowledged by the Charterer in respect of
the Ship, in substantially the form set out in Appendix D of the Master
Agreement.


	
 

	
 

	
 


	
 

	
Quotation Day
means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period unless
market practice differs in the Interbank Market for a currency, in which case
the Quotation Day for that currency shall be determined by the Agent in
accordance with market practice in the Interbank Market (and if quotations
would normally be given by leading banks in the Interbank Market on more than
one day, the Quotation Day will be the last of those days).


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Reference Banks
means the principal office in London of Credit Suisse AG, or such other banks
as may be appointed by the Agent.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Relevant
Jurisdiction means, in relation to an
Obligor:


	
 

	
 


	
 

	
(a)

	
its jurisdiction of incorporation;


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

	
any jurisdiction where it conducts its
business; and


	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
Repayment Date
means:


	
 

	
 


	
 

	
(a)

	
the First Repayment Date;




14









	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

	
the Final Repayment Date.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Security Documents
means:


	
 

	
 


	
 

	
(a)

	
the Original Security Documents; and


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Security Value
means, at any time until the Ship has become a Total Loss, the amount in
dollars which, at that time, is the aggregate of (a) the value of the Ship
(or, if less, the maximum amount capable of being secured by the Mortgage)
and (b) the value of any additional security then held by the Security Agent
provided under clause 23 (Minimum security
value), in each case as most recently determined in accordance
with this Agreement.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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

 Subsidiary of a person means any other
person:


	
 

	
 


	
 

	
(a)

	
directly or indirectly controlled by such
person; or


	
 

	
 

	
 


	
 

	
(b)

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




15









	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Time Charter
means the time charter (including the Master Agreement), details of which are
provided in Schedule 2 (Ship information).


	
 

	
 


	
 

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


	
 

	
 


	
 

	
Total Commitments
means the aggregate of the Commitments, being $144,000,000 at the date of
this Agreement.


	
 

	
 


	
 

	
Total Delivered
Cost means the aggregate of:


	
 

	
 


	
 

	
(a)

	
the Contract Price; and


	
 

	
 

	
 


	
 

	
(b)

	
at any relevant time, any amounts paid by
the Borrower up to and until the Delivery Date in respect of costs relating
to the provisions of items to be supplied by the Borrower to the Builder in
relation to the outfitting of the Ship pursuant to the Building Contract,
costs relating to the upgrading of the Ship to the specification requirements
of the Charterer, costs of supervision and other associated costs relating to
the construction, financing, crewing and Delivery of the Ship.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
actual, constructive, compromised or
arranged total loss; or


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

	
theft, condemnation, capture, seizure,
arrest or detention for more than 30 days or, in the case of piracy or
hijacking, for more than 60 days.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

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


	
 

	
 


	
 

	
(b)

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








	
 

	
 

	
 


	
 

	
(i)

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


	
 

	
 


	
 

	
(ii)

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


	
 

	
 


	
 

	
(iii)

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








	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

	
in the case of theft, condemnation,
capture, seizure, arrest or detention, the date 30 days after the date upon
which it happened or, in the case of piracy or hijacking, the date 60 days
after the date upon which it happened.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
the date 180 days after its Total Loss
Date; and




16









	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

	
the proposed Transfer Date specified in the
Transfer Certificate; and


	
 

	
 

	
 


	
 

	
(b)

	
the date on which the Agent executes the
Transfer Certificate.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Trust Property
means, collectively:


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
Utilisation
means the making of the Loan.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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








	
 

	
 

	
 

	
 

	
 


	
1.2

	
 

	
Construction


	
 

	
 

	
 


	
1.2.1

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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




17









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
a time of day are to Swiss time;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(f)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(g)

	
agreed form
means:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(h)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(j)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(k)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(l)

	
control
of an entity means:








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

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








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

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


	
 


	
 

	
 

	
 

	
(B)

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


	
 


	
 

	
 

	
 

	
(C)

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








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

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




18









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
and
controlled shall be construed accordingly;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(m)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(n)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(o)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(p)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(q)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(r)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(s)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(t)

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








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

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


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

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


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

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








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(u)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(w)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(x)

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




19









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(y)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(z)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(aa)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(bb)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(cc)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(dd)

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








	
 

	
 

	
 


	
1.2.2

	
 

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


	
 

	
 

	
 


	
1.2.3

	
 

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


	
 

	
 

	
 


	
1.2.4

	
 

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


	
 

	
 

	
 


	
1.2.5

	
 

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


	
 

	
 

	
 


	
1.2.6

	
 

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


	
 

	
 

	
 


	
1.3

	
 

	
Third party rights


	
 

	
 

	
 


	
1.3.1

	
 

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


	
 

	
 

	
 


	
1.3.2

	
 

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


	
 

	
 

	
 


	
1.3.3

	
 

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




20









	
 

	
 

	
 


	
1.4

	
 

	
Finance Documents


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
1.5

	
 

	
Conflict of
documents


	
 

	
 

	
 


	
 

	
 

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




21





SECTION
2 - THE FACILITY


	
 

	
 

	
 

	
 


	
2

	
 

	
The Facility


	
 

	
 

	
 

	
 


	
2.1

	
 

	
The Facility


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
2.2

	
 

	
Finance Parties’
rights and obligations


	
 

	
 

	
 


	
2.2.1

	
 

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


	
 

	
 

	
 


	
2.2.2

	
 

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


	
 

	
 

	
 


	
2.2.3

	
 

	
A Finance Party may, except as otherwise
stated in the Finance Documents (including clauses 32.25 (All enforcement action through the Security
Agent)) and 33.2 (Finance
Parties acting together), separately enforce its rights under the
Finance Documents.


	
 

	
 

	
 


	
2.3

	
 

	
Adjustment for
liquidated damages


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
3

	
 

	
Purpose


	
 

	
 

	
 


	
3.1

	
 

	
Purpose


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
3.2

	
 

	
Use


	
 

	
 

	
 


	
 

	
 

	
The Commitments shall initially be made
available solely for the purpose of assisting the Borrower to finance part of
the Total Delivered Cost as at the Delivery Date.


	
 

	
 

	
 


	
3.3

	
 

	
Monitoring


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4

	
 

	
Conditions of Utilisation


	
 

	
 

	
 


	
4.1

	
 

	
Initial conditions
precedent


	
 

	
 

	
 


	
 

	
 

	
The Borrower may not deliver the
Utilisation Request unless the Agent, or its duly authorised representative,
has received all of the documents and other evidence listed in Part 1 of Schedule
3 (Conditions precedent to the
Utilisation) in form and substance satisfactory to the Agent.




22









	
 

	
 

	
 

	
 


	
4.2

	
 

	
Conditions
precedent on Utilisation


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4.3

	
 

	
Notice to Lenders


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
4.4

	
 

	
Further conditions
precedent


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the Ship Representations are true.


	
 

	
 

	
 

	
 


	
4.5

	
 

	
Waiver of
conditions precedent


	
 

	
 

	
 


	
 

	
 

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




23






SECTION
3 - UTILISATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 Utilisation

 
	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
 Delivery of a Utilisation Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.2

 	
  

 	
 Completion of a Utilisation Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.2.1 

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 proposed Utilisation Date is a Business Day falling not later than the Last
 Availability Date;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.3

 	
  

 	
 Currency and amount

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 currency specified in a Utilisation Request must be dollars and the amount of
 the proposed Utilisation and the Loan must not exceed the lower of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 $144,000,000
 or, if less, the amount of the Available Facility; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 such
 amount as the Agent shall determine to be equal to 70% of the Total Delivered
 Cost as at the Delivery Date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4

 	
  

 	
 Lenders’ participation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.3

 	
  

 	
 The
 Agent shall promptly notify each Lender of the amount of the Loan and the
 amount of its participation in the Loan, in each case by 11:00 a.m. on the
 Quotation Day.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.5

 	
  

 	
 Condition subsequent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower shall within 10 Business Days following the Utilisation provide duly
 executed acknowledgements of the notices of assignment as required by each of
 the Charter Assignments.

 


24





SECTION
4 - REPAYMENT, PREPAYMENT AND CANCELLATION


	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 6.2

 	
  

 	
 Scheduled repayment of Facility

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 
	
 Repayment Date

 	
 Amount $

 
	
  

 	
  

 
	
 First

 	
 2,000,000

 
	
  

 	
  

 
	
 Second

 	
 2,000,000

 
	
  

 	
  

 
	
 Third

 	
 2,000,000

 
	
  

 	
  

 
	
 Fourth

 	
 2,000,000

 
	
  

 	
  

 
	
 Fifth

 	
 2,000,000

 
	
  

 	
  

 
	
 Sixth

 	
 2,000,000

 
	
  

 	
  

 
	
 Seventh

 	
 2,000,000

 
	
  

 	
  

 
	
 Eighth

 	
 2,000,000

 
	
  

 	
  

 
	
 Ninth

 	
 2,000,000

 
	
  

 	
  

 
	
 Tenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Eleventh

 	
 2,000,000

 
	
  

 	
  

 
	
 Twelfth

 	
 2,000,000

 
	
  

 	
  

 
	
 Thirteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Fourteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Fifteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Sixteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Seventeenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Eighteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Nineteenth

 	
 2,000,000

 
	
  

 	
  

 
	
 Twentieth

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty first

 	
 2,000,000

 


25









	
  

 	
  

 
	
 Repayment
 Date

 	
 Amount
 $

 
	
  

 	
  

 
	
 Twenty second

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty third

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty fourth

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty fifth

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty sixth

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty seventh

 	
 2,000,000

 
	
  

 	
  

 
	
 Twenty eighth

 	
 90,000,000

 
	
  

 	
  

 
	
 Total

 	
 144,000,000

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.3

 	
  

 	
 Adjustment of scheduled repayments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 the Total Commitments have been partially reduced under this Agreement and/or
 any part of the Loan is prepaid (other than under clause 6.2) before any
 Repayment Date, the amount of the instalment by which the Loan shall be
 repaid under clause 6.2 on any such Repayment Date (as reduced by any earlier
 operation of this clause 6.3) shall be reduced pro rata to such reduction in
 the Total Commitments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Illegality, prepayment and
 cancellation 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
  

 	
  Illegality

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.2

 	
  

 	
 Voluntary cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower may, if it gives the Agent not less than ten Business Days’ (or such
 shorter period as the Majority Lenders may agree) prior notice, cancel the
 whole or any part (being a minimum amount equal to two or more outstanding
 repayment instalments under clause 6.2 (Scheduled
 repayment of Facility) and which is a multiple of such minimum
 amount) of the Available Facility which is undrawn at the proposed date of
 cancellation.

 


26









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.3

 	
  

 	
 Voluntary prepayment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower may, if it gives the Agent not less than ten Business Days’ (or such
 shorter period as the Majority Lenders may agree) prior written notice,
 prepay the whole or any part of the Loan (equal to two or more outstanding
 repayment instalments under clause 6.2 (Scheduled
 repayment of Facility) and which is a multiple of such minimum
 amount) on the last day of an Interest Period in respect of the amount to be
 prepaid.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4

 	
  

 	
 Right of cancellation and prepayment in
 relation to a single Lender

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4.4

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5

 	
  

 	
 Total Loss

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On
 the Total Loss Repayment Date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 Total Commitments will be reduced to zero; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the
 Borrower shall prepay the Loan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.6

 	
  

 	
 Automatic cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.7

 	
  

 	
 Restrictions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.7.1

 	
  

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

 


27











	
  

 	
  

 	
  

 
	
 7.7.2

 	
  

 	
 Any
 prepayment under this Agreement shall be made together with accrued interest
 on the amount prepaid and, subject to any Break Costs, without premium or
 penalty.

 
	
  

 	
  

 	
  

 
	
 7.7.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.7.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.7.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.7.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.7.7

 	
  

 	
 If
 the Total Commitments are partially reduced under this Agreement (other than
 under clause 7.1 (Illegality)
 and clause 7.4 (Right of cancellation and
 prepayment in relation to a single Lender)), the Commitments of
 the Lenders shall be reduced rateably.

 
	
  

 	
  

 	
  

 
	
 7.7.8

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.7.9

 	
  

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

 


28






SECTION 5 - COSTS OF UTILISATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
 Calculation of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Margin;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 LIBOR;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Mandatory
 Cost, if any.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
  

 	
 Payment of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3

 	
  

 	
 Default interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.4

 	
  

 	
 Notification of rates of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Interest Periods

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1 

 	
  

 	
 Selection of Interest Periods

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.1

 	
  

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

 


29









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.4

 	
  

 	
 Subject
 to this clause 9, the Borrower may select an Interest Period of one, three,
 six, nine or twelve months or any other period agreed between the Borrower
 and the Agent on the instructions of all the Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.5

 	
  

 	
 No
 Interest Period shall extend beyond the Final Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.6

 	
  

 	
 The
 first Interest Period for the Loan shall start on the Utilisation Date and
 each subsequent Interest Period for the Loan shall start on the last day of
 its preceding Interest Period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Interest Periods overrunning Repayment
 Dates

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.3

 	
  

 	
 Non-Business Days

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Changes to the calculation of
 interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
  

 	
 Absence of quotations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2

 	
  

 	
 Market disruption

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 Margin;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 


30









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.2

 	
  

 	
 In
 this Agreement “Market Disruption Event”
 means that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Alternative basis of interest or funding

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4

 	
  

 	
 Break Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Fees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1

 	
  

 	
 Commitment commission

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.1

 	
  

 	
 The
 Borrower shall pay to the Agent (for the account of each Lender) a fee in
 dollars computed at the rate of 0.80% per annum on the undrawn portion of
 that Lender’s Commitment calculated from 12 September 2011 (the “start date”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.2

 	
  

 	
 The
 Borrower shall pay the accrued commitment commission on the last day of the
 period of three months commencing on the start date, on the last day of each
 successive period of three months thereafter until and on the earlier of (a)
 the Last Availability Date and (b) the Utilisation Date and, if cancelled in
 full, on the cancelled amount of the relevant Lender’s Commitment at the time
 the cancellation is effective.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.2

 	
  

 	
 Arrangement fee

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower shall pay to the Arranger (for distribution to the Lenders and the
 Arranger in the Arranger’s discretion) a non-refundable arrangement fee in
 the amount and at the times agreed in a Fee Letter.

 


31





SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Tax gross-up and indemnities

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.1.1

 	
  

 	
 In
 this Agreement:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tax Deduction means a deduction or withholding for
 or on account of Tax from a payment under a Finance Document (other than a
 Hedging Contract).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2

 	
  

 	
 Tax gross-up

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.2.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Tax indemnity

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.1

 	
  

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

 


32









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.2

 	
  

 	
 Clause
 12.3.1 above shall not apply:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 with
 respect to any Tax assessed on a Finance Party:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.4

 	
  

 	
 Stamp taxes

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5

 	
  

 	
 Value added tax

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.3

 	
  

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

 


33









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13

 	
  

 	
 Increased Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1 

 	
  

 	
 Increased Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1.1

 	
  

 	
 Subject
 to clause 13.3 (Exceptions),
 the Borrower shall, within three Business Days of a demand by the Agent, pay
 for the account of a Finance Party the amount of any Increased Costs incurred
 by that Finance Party or any of its Affiliates as a result of (a) the
 introduction of or any change in (or in the interpretation, administration or
 application of) any law or regulation and/or (b) compliance with any law or
 regulation in either case made after the date of this Agreement (including
 under either paragraph (a) or (b) above, but not limited to any Basel II
 Increased Cost or any Basel III Increased Cost.) and/or (c) a Basel II
 Increased Cost.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1.2

 	
  

 	
 In
 this Agreement Increased Costs
 means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 an
 additional or increased cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
  

 	
 Increased Cost claims

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 compensated
 for by the payment of the Mandatory Cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14

 	
  

 	
 Other indemnities

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1

 	
  

 	
 Currency indemnity

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1.1

 	
  

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

 


34









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.2

 	
  

 	
 Other indemnities

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 occurrence of any Event of Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 a
 failure by an Obligor to pay any amount due under a Finance Document on its
 due date, including without limitation, any cost, loss or liability arising
 as a result of clause 34 (Sharing among
 the Finance Parties);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Indemnity to the Agent and the Security
 Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 investigating
 any event which it reasonably believes is a Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4

 	
  

 	
 Indemnity concerning security

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 



35









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any
 breach by any Obligor of the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.5

 	
  

 	
 Exclusion of liability

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.6

 	
  

 	
 Fax and email indemnity

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15

 	
  

 	
 Mitigation by the Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1

 	
  

 	
 Mitigation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2

 	
  

 	
 Limitation of liability

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2.2

 	
  

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

 


36









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Costs and expenses

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.1

 	
  

 	
 Transaction expenses

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any
 other Finance Documents executed or proposed to be executed after the date of
 this Agreement including any executed to provide additional security under
 clause 23 (Minimum security value);
 or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.2

 	
  

 	
 Amendment costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.3

 	
  

 	
 Enforcement and preservation costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


37





SECTION 7 - REPRESENTATIONS, UNDERTAKINGS
AND EVENTS OF DEFAULT


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 Representations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower makes and repeats the representations and warranties set out in this
 clause 17 to each Finance Party at the times specified in clause 17.32 (Times when representations are made).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1

 	
  

 	
 Status

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.2 

 	
  

 	
 Binding obligations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3

 	
  

 	
 Power and authority

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.4

 	
  

 	
 Non-conflict

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Constitutional Documents of any Obligor or any Manager; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


38









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5

 	
  

 	
 Validity and admissibility in evidence

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5.1

 	
  

 	
 All
 authorisations required or desirable:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6

 	
  

 	
 Governing law and enforcement

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7

 	
  

 	
 Information

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.5

 	
  

 	
 For
 the purposes of this clause 17.7,
 “Information” means: any information provided by any Obligor or
 GasLog HoldCo to any of the Finance Parties in connection with the Finance
 Documents, Charter Documents or Building Contract Documents or the
 transactions referred to in them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8

 	
  

 	
 Original Financial Statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8.2

 	
  

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

 


39









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.9

 	
  

 	
 Pari passu ranking

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.10

 	
  

 	
 Ranking and effectiveness of security

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.11

 	
  

 	
 No insolvency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 corporate action, legal proceeding or other procedure or step described in
 clause 28.9 (Insolvency proceedings)
 or creditors’ process described in clause 28.10 (Creditors’ process) has been taken or, to the knowledge
 of any Obligor or any Manager, threatened in relation to an Obligor or any
 Manager or a Subsidiary of an Obligor and none of the circumstances described
 in clause 28.8 (Insolvency)
 applies to an Obligor or any Manager or a Subsidiary of an Obligor or any
 Finance Document and any Charter Document or Building Contract Document to
 which it is, or is to be, party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.12

 	
  

 	
 No filing or stamp taxes

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.13

 	
  

 	
 Deduction of Tax

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.14

 	
  

 	
 No Default

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.14.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.14.2

 	
  

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

 


40









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.15

 	
  

 	
 No proceedings pending or threatened

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.16

 	
  

 	
 No breach of laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.16.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.16.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.17

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.17.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.17.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.17.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.18

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.18.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.18.2

 	
  

 	
 No
 claims or investigations are being, or are reasonably likely to be, made or
 conducted against any Obligor or any Manager or any Subsidiary of an Obligor
 with respect to Taxes such that a liability of, or claim against, any Obligor
 or any Manager or any Subsidiary of an Obligor is reasonably likely to arise
 for an amount for which adequate reserves have not been provided in the
 Original Financial Statements and which might have a Material Adverse Effect.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.18.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.19

 	
  

 	
 Security and Financial Indebtedness

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.19.1

 	
  

 	
 No
 Security Interest exists over all or any of the present or future assets of
 any Obligor (other than the Counter Guarantors) in breach of this Agreement,
 other than (i) the Permitted Security Interests, (ii) in the case of GasLog,
 the Permitted Assignment and (iii) in the case of GasLog Carriers, any
 Security Interest over shares of any of its Subsidiaries (other than the
 Borrower).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.19.2

 	
  

 	
 No
 Obligor has any Financial Indebtedness outstanding in breach of this
 Agreement.

 


41









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.20

 	
  

 	
 Legal and beneficial ownership

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.20.1

 	
  

 	
 Ownership
 of assets

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.20.2

 	
  

 	
 Ownership
 of shares

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 The
 Borrower is a wholly-owned direct Subsidiary of GasLog Carriers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 Each
 of GasLog Carriers and GasLog LNG Services Ltd. is a wholly owned indirect
 Subsidiary of GasLog.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Not
 less than 75% of the issued share capital and of the issued voting share
 capital, of GasLog is legally and beneficially owned by GasLog HoldCo.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 Not
 less than 60% of the issued share capital and of the issued voting share
 capital of GasLog HoldCo is legally and beneficially owned by the Counter
 Guarantor A and Counter Guarantor A Associates as disclosed in more detail in
 writing by or on behalf of the Borrower or any other Obligor to the Arranger
 and/or the Agent in the negotiation of the Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 Not
 less than 40% of the issued share capital and of the issued voting share
 capital, of GasLog HoldCo is legally and beneficially owned by the Counter
 Guarantor B and Counter Guarantor B Associates as disclosed in more detail in
 writing by or on behalf of the Borrower or any other Obligor to the Arranger
 and/or the Agent in the negotiation of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.21

 	
  

 	
 Shares

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.22

 	
  

 	
 Accounting Reference Date

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 financial year end of each Obligor is the Accounting Reference Date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23

 	
  

 	
 No adverse consequences

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.2

 	
  

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

 


42









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.24

 	
  

 	
 Copies of documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 copies of the Charter Documents, the Building Contract Documents and the
 Constitutional Documents of the Obligors delivered to the Agent under clause
 4 (Conditions of Utilisation)
 will be true, complete and accurate copies of such documents and include all
 amendments and supplements to them as at the time of such delivery and no
 other agreements or arrangements exist between any of the parties to any
 Charter Document or Building Contract Document which would materially affect
 the transactions or arrangements contemplated by any Charter Document or
 Building Contract Document or modify or release the obligations of any party
 under that Charter Document or Building Contract Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.25

 	
  

 	
 No breach of any Building Contract Document
 or Charter Document

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Neither
 the Borrower nor (so far as the Borrower is aware) any other person is in
 breach of any Charter Document or Building Contract Document to which it is a
 party nor has anything occurred which entitles or may entitle any party to
 any Charter Document or Building Contract Document to rescind or terminate it
 or decline to perform their obligations under it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.26

 	
  

 	
 No immunity

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.27

 	
  

 	
 Ship status

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 operationally
 seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 insured
 in the manner required by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.28

 	
  

 	
 Ship’s employment

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship shall no later than the third Business Day of the Mortgage Period:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 be
 free of any charter commitment other than the Charters.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.29

 	
  

 	
 Address commission

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.30

 	
  

 	
 Other Finance Arrangements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 Obligor (acting in any capacity whatsoever) has agreed to cross-default
 provisions as part of another loan or credit agreement entered into with a
 financier which are more beneficial to that financier than those provisions
 set out in clause 28.7 (Cross-Default).

 


43






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.31

 	
  

 	
 Borrower’s own account

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 relation to the borrowing by the Borrower of the Loan, the performance and
 discharge of its obligations and liabilities under the Finance Documents and
 the transactions and other arrangements effected or contemplated by this
 Agreement, the Borrower is acting for its own account and the foregoing will
 not involve or lead to a contravention of any law (including, without
 limitation, Article 305 bis of the Swiss Penal Law), official requirement or
 other regulatory measure or procedure which has been implemented by any relevant
 regulatory authority or otherwise to combat
 “money laundering” (as defined in Article 1 of the Directive
 (2005/60/EC) of the European Parliament and of the Council or Article 305 bis
 of the Swiss Penal Code).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32

 	
  

 	
 Times when representations are made

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 this
 Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Utilisation Request; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 Utilisation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.2

 	
  

 	
 The
 Repeating Representations are deemed to be repeated on the first day of each
 Interest Period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 Information undertakings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower undertakes that this clause 18 will be complied with throughout the
 Facility Period

In this clause 18:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.1

 	
  

 	
 The
 Borrower shall supply to the Agent or, as the case may be, shall procure that
 the Agent is supplied with as soon as the same become available, but in any
 event within 180 days after the end of the relevant financial years:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 audited financial statements (consolidated if applicable) of the Borrower,
 each of the Guarantors and each of the Counter Guarantors for that financial
 year (the first such statements being for the financial year ending on 31
 December 2011).

 


44









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.2

 	
  

 	
 The
 Borrower shall supply to the Agent or, as the case may be, shall procure that
 the Agent is supplied with as soon as the same become available, but in any
 event within 90 days after the end of each half year of the relevant
 financial year the unaudited financial statements (consolidated if
 applicable) of the Group, the Borrower, the Guarantors and the Counter
 Guarantors for that financial year (the first such financial statements being
 for the half year ended as of 30 June 2011).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Requirements as to financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 be
 prepared in accordance with GAAP;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 give
 a true and fair view of (in the case of Annual Financial Statements for any
 financial year), or fairly represent (in other cases), the financial
 condition and operations of the Group or (as the case may be) the relevant
 Obligor as at the date as at which those financial statements were drawn up;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3

 	
  

 	
 Year-end

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3.2

 	
  

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

 


45









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Information: miscellaneous

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower shall supply to the Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 promptly,
 any requests made by the Charterer under clause 10 of the Master Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 Notification of Default

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Sufficient copies

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
  “Know your customer” checks

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any
 change in the status of an Obligor or the composition of the shareholders of
 an Obligor after the date of this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 obliges
 the Agent, the Hedging Provider or any Lender (or, in the case of paragraph
 (c) above, any prospective new Lender or the Hedging Provider) to comply with
 “know your customer” or similar identification procedures in circumstances
 where the necessary information is not already available to it, each Obligor
 shall promptly upon the request of the Agent or any Lender or the Hedging
 Provider supply, or procure the supply of, such documentation and other
 evidence as is reasonably requested by the Agent (for itself or on behalf of
 any Lender or the Hedging Provider) or any Lender or the Hedging Provider
 (for itself or, in the case of the event described in paragraph (c) above, on
 behalf of any prospective new Lender) in order for the Agent, such Lender or
 the Hedging Provider or, in the case of the event described in paragraph (c)
 above, any prospective new Lender or the Hedging Provider to carry out and be
 satisfied with the results of all necessary “know your customer” or other
 similar checks under all

 


46









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 applicable
 laws and regulations pursuant to the transactions contemplated in the Finance
 Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19

 	
  

 	
 General undertakings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.1

 	
  

 	
 Use of proceeds

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.2

 	
  

 	
 Authorisations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 supply
 certified copies to the Agent of,

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.3

 	
  

 	
 Compliance with laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor, each Manager and GasLog HoldCo will comply in all respects with all
 laws and regulations (including Environmental Laws) to which it may be
 subject.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 such
 payment is being contested in good faith;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 such
 payment can be lawfully withheld.

 


47









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.5

 	
  

 	
 Change of business

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.6

 	
  

 	
 Merger

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.7

 	
  

 	
 Other finance arrangements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 Obligor (acting in any capacity whatsoever) will agree to cross default
 provisions as part of another loan or credit agreement entered into with a
 financier which are more beneficial to that financier than those provisions
 set out in clause 28.7 (Cross default).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8

 	
  

 	
 Further assurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.9

 	
  

 	
 Negative pledge in respect of Charged
 Property

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except
 as approved and except for Permitted Maritime Liens and, in the case of
 GasLog only, except for the Permitted Assignment and, in the case of GasLog
 Carriers only, except for any Security Interest over shares of any of its
 Subsidiaries (other than the Borrower), no Obligor (other than the Counter
 Guarantors) will grant or allow to exist any Security Interest over any
 Charged Property.

 


48









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.1

 	
  

 	
 Without
 prejudice to clause 18.4(b), the Agent will be notified as soon as reasonably
 practicable of any Environmental Claim being made against any Fleet Vessel or
 the owner of any Fleet Vessel or any Manager which, if successful to any
 extent, might reasonably be expected to have a Material Adverse Effect and of
 any Environmental Incident which may give rise to such a claim and will be
 kept regularly and promptly informed in reasonable detail of the nature of,
 and response to, any such Environmental Incident and the defence to any such
 claim.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.11

 	
  

 	
 Pari passu

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor will ensure that its obligations under the Finance Documents shall,
 without prejudice to the security intended to be created by the Security
 Documents, at all times rank at least pari passu with all its other present
 and future unsecured and unsubordinated Indebtedness with the exception of
 any obligations which are mandatorily preferred by law and not by contract
 (and it being agreed that the granting by GasLog of the Permitted Assignment
 is not in breach of this clause 19.11).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12

 	
  

 	
 Excess Cash recapture

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.1 

 	
  

 	
 In
 the event that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 Charterer at any time advises the Borrower under the Time Charter that it
 will not exercise its option to extend the Time Charter for the First Option
 Period (as defined in clause 6.8 of the Time Charter); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Charterer has not, on or before the twenty fourth (24th) Repayment
 Date, exercised its option to extend the Time Charter for the First Option
 Period (as defined in clause 6.8 of the Time Charter),

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13

 	
  

 	
 Sanctions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.1

 	
  

 	
 The
 Borrower confirms that it understands that each of the Lenders, the Hedging
 Provider and the other Finance Parties is (be it due to applicable laws be it
 due to internal rules and regulations) prohibited to conclude transactions or
 finance transactions with the government of or any person or entity owned or
 controlled by the government of any
 Restricted Countries or by any
 Restricted Persons.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.2

 	
  

 	
 The
 Borrower confirms and undertakes with each of the Lenders, the Hedging
 Provider and the other Finance Parties that, from the date of this Agreement
 and so long as any moneys are owing under the Finance Documents and while all
 or any part of the Total Commitments remain 

 


49









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 outstanding,
 it will not, transfer, make use of or provide the benefits of any money,
 proceeds or services provided by or received from the Lenders, the Hedging
 Provider or the other Finance Parties or any of them to any Restricted
 Persons or conduct any business activity (such as entering into any ship
 acquisition agreement, any ship refinancing agreement and/or any charter
 agreement) related to a vessel, project, asset or otherwise for which money,
 proceeds or services have been received from the Lenders, the Hedging
 Provider or the other Finance Parties or any of them with any Restricted
 Persons.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.3

 	
  

 	
 For
 the purposes of this clause 19.13, the following words shall have the
 following meanings:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Restricted Countries means those countries subject to
 sanctions and/or trade embargoes, in particular, but not limited to, pursuant
 to the U.S.’s Office of Foreign Asset Control of the U.S. Department of
 Treasury (“OFAC”) including, at the date of this Agreement, but without
 limitation, Cuba, Iran, Myanmar, North Korea, Sudan and Syria and any
 additional countries notified by the Finance Parties or any of them to the
 Borrower based on respective sanctions being imposed by OFAC or any of the
 regulative bodies referred to in the definition of Restricted Persons.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Restricted Persons means persons, entities or any other
 parties (i) located, domiciled, resident or incorporated in Restricted
 Countries and/or (ii) subject to any sanction administrated by the United
 Nations, the European Union, Switzerland, OFAC, HM Treasury and the Foreign
 and Commonwealth Office of the United Kingdom, the Monetary Authority of
 Singapore and the Hong Kong Monetary Authority and/or any other applicable
 country and/or (iii) owned or controlled by or affiliated with persons,
 entities or any other parties as referred to in (i) and/or (ii) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.14

 	
  

 	
 IPO

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 an IPO has been completed, then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.14.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.14.2

 	
  

 	
 the
 Finance Parties will agree to enter into amendments to the Finance Documents
 (including a supplemental agreement to this Agreement and the Guarantees), in
 such form and substance as may be required by the Agent and at the cost and
 expense of the Borrower, which will effect and implement (inter alios) the
 following changes to the Finance Documents:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 maximum Leverage Ratio (as defined in the Guarantee executed by GasLog)
 required under the Guarantee executed by GasLog shall be reduced to 0.65:1;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 minimum Market Adjusted Net Worth (as defined in the Guarantee executed by
 GasLog) required under the Guarantee executed by GasLog shall be increased to
 Three hundred fifty million Dollars ($350,000,000);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.14.3

 	
  

 	
 in
 the event that GasLog uses or intends to use any part of the proceeds of such
 IPO to prepay any of the Financial Indebtedness of GasLog or of any of its
 Subsidiaries, then the Borrower

 


50









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 hereby
 undertakes to the Lenders to make at the same time a prepayment of such part
 of the Loan as is equal to the total proceeds of such IPO, but multiplied by
 a fraction having (i) as numerator the aggregate amount of the Loan
 outstanding and (ii) as denominator the total outstanding Financial
 Indebtedness of GasLog and its Subsidiaries, in each case as at the date of
 the completion of such IPO (and without taking into account any prepayments
 made or to be made from the proceeds of such IPO).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.15

 	
  

 	
 Borrower’s own account

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower will ensure that any borrowing by it and the performance of its
 obligations hereunder and under the other Finance Documents to which it is a
 party will be for its own account and will not involve any breach by it of
 any law (including, without limitation, Article 305 bis of the Swiss Penal
 Law), or regulatory measure relating to money laundering as defined in the
 provisions of the directive (2005/60/EC) of the European Parliament and of
 the Council or Article 305 bis of the Swiss Penal Code or any equivalent law
 or regulatory measure in any other jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Dealings with Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrower undertakes that this clause 20 will be complied with in relation to
 the Ship throughout the Mortgage Period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 Ship’s name and registration

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.2

 	
  

 	
 Sale or other disposal of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Copy of Mortgage on board

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


51









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.5

 	
  

 	
 Notice of Mortgage

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  “NOTICE OF MORTGAGE

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Conveyance on default

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.7

 	
  

 	
 Chartering

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 capable
 of lasting more than 12 calendar months;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 to
 an Affiliate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.8

 	
  

 	
 Sharing of Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.9

 	
  

 	
 Payment of Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 Condition and operation of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


52









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.1

 	
  

 	
 Repair

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.2

 	
  

 	
 Modification

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.3

 	
  

 	
 Removal of parts

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.4

 	
  

 	
 Third party owned equipment

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Maintenance of class; compliance with laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship’s class shall be the Classification with the Classification Society and
 neither the Classification nor the Classification Society shall be changed
 without approval and there must be no material overdue recommendations. The
 Borrower shall procure that the Agent shall have at all times access to the
 class records of the Ship with the Classification Society and the Borrower
 will procure that the Classification Society will deliver any such records
 and other relevant documents to the Agent directly, as the Agent may require
 from time to time, and that it will co-operate at all times with the Agent
 for that purpose. The Ship and every person who owns, operates or manages the
 Ship shall comply with all laws applicable to vessels registered in its Flag
 State or which for any other reason apply to the Ship or to its condition or
 operation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.6

 	
  

 	
 Surveys

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.7

 	
  

 	
 Inspection and notice of drydockings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.8

 	
  

 	
 Prevention of arrest

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


53









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.9

 	
  

 	
 Release from arrest

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.10

 	
  

 	
 Information about Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent shall promptly be given any information which it may reasonably require
 about the Ship or its employment, the Charters, any major events or other
 developments under the Charters (including, without limitation, any notice
 sent or given under any of clauses 4.1.4(e), 4.2.2, 4.4, 4.5.4, 4.9.2, 4.9.7,
 6.1.8, 7.4, 10.5, 14.1.3 of the Master Agreement and/or any of clauses 6, 9.5
 and 24.9 of the Time Charter and any other material notices sent or given
 under or in connection with the Charter Documents), position, use or
 operation, including details of towages and salvages, and copies of all its
 charter commitments entered into by or on behalf of any Obligor (other than
 the Counter Guarantors), provided that any information so requested and
 supplied which pertains to the Charters shall be held by the Agent and the
 other Finance Parties on a confidential basis.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.11

 	
  

 	
 Notification of certain events

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent shall promptly be notified of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any
 requisition of the Ship for hire;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.12

 	
  

 	
 Payment of outgoings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.13

 	
  

 	
 Evidence of payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


54









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.14

 	
  

 	
 Repairers’ liens

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.15

 	
  

 	
 Codes

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.16

 	
  

 	
 Survey report

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.17

 	
  

 	
 Lawful use

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship shall not be employed:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in
 carrying illicit or prohibited goods;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.18

 	
  

 	
 War zones

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


55









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.1

 	
  

 	
 Insurance terms

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 this clause 22:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “hull cover” means insurance cover against the
 risks identified in clause 22.2(a).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “minimum hull cover” means an amount equal at the
 relevant time to 120% of the aggregate of (a) the Loan and (b) the Hedging
 Exposure at such time.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.2

 	
  

 	
 Coverage required

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Ship shall at all times be insured:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.3

 	
  

 	
 Placing of cover

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 


56









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in
 dollars or another approved currency;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 on
 approved terms and with approved insurers or associations.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.4

 	
  

 	
 Deductibles

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 aggregate amount of any excess or deductible under the Ship’s hull cover
 shall not exceed $500,000 without the Agent’s approval.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 Mortgagee’s insurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.6

 	
  

 	
 Fleet liens, set off and cancellations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.7

 	
  

 	
 Payment of premiums

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.8

 	
  

 	
 Details of proposed renewal of Insurances

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


57









	
 

	
 

	
 


	
22.9

	
 

	
Instructions for
renewal


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.10

	
 

	
Confirmation of
renewal


	
 

	
 

	
 


	
 

	
 

	
The Insurances shall be renewed upon their
expiry in a manner and on terms which comply with this clause 22 and
confirmation of such renewal given by approved brokers or insurers to the
Agent at least seven days (or such shorter period as may be approved) before
such expiry.


	
 

	
 

	
 


	
22.11

	
 

	
P&l guarantees


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.12

	
 

	
Insurance documents


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.13

	
 

	
Letters of undertaking


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.14

	
 

	
Insurance Notices
and Loss Payable Clauses


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.15

	
 

	
Insurance correspondence


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.16

	
 

	
Qualifications and
exclusions


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.17

	
 

	
Independent report


	
 

	
 

	
 


	
 

	
 

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





58









	
 

	
 

	
 


	
22.18

	
 

	
Collection of
claims


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.19

	
 

	
Employment of Ship


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.20

	
 

	
Declarations and
returns


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.21

	
 

	
Application of
recoveries


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
22.22

	
 

	
Settlement of
claims


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
23

	
 

	
Minimum security value


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
23.1

	
 

	
Valuation of assets


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
23.2

	
 

	
Valuation frequency


	
 

	
 

	
 


	
 

	
 

	
Valuation of the Ship and each such other
asset in accordance with this clause 23 shall be required by the Agent on or
prior to the Utilisation being made, once per annum thereafter within ten
days of the end of each calendar year and at any other time.


	
 

	
 

	
 


	
23.3

	
 

	
Expenses of
valuation


	
 

	
 

	
 


	
 

	
 

	
The Borrower shall bear, and reimburse to
the Agent where incurred by the Agent, all costs and expenses of providing
such a valuation under this clause 23 once every calendar year, except if an
Event of Default has occurred and is continuing in which case the cost and
expenses of all such valuations shall be borne by the Borrower.


	
 

	
 

	
 


	
23.4

	
 

	
Valuations
procedure


	
 

	
 

	
 


	
 

	
 

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





59









	
 

	
 

	
 

	
 

	
 


	
23.5

	
 

	
Currency of
valuation


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
23.6

	
 

	
Basis of valuation


	
 

	
 

	
 


	
 

	
 

	
Each valuation:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
will be made without physical inspection
(unless required by the Agent);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
will be no more than thirty (30) days old.


	
 

	
 

	
 

	
 

	
 


	
23.7

	
 

	
Information
required for valuation


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 


	
23.8

	
 

	
Approval of valuers


	
 

	
 

	
 


	
 

	
 

	
All valuers must have been approved. The
Agent may from time to time notify the Borrower of approval of one or more
independent ship brokers as valuers for the purposes of this clause 23. The
Agent shall respond promptly to any request by the Borrower for approval of a
broker nominated by the Borrower. The Agent may at any time by notice to the
Borrower withdraw any previous approval of a valuer for the purposes of
future valuations. That valuer may not then be appointed to provide
valuations unless it is once more approved. If the Agent has not approved at
least three brokers as valuers at a time when a valuation is required under
this clause 23, the Agent shall promptly notify the Borrower of the names of
at least three valuers which are approved.


	
 

	
 


	
23.9

	
 

	
Appointment of
valuers


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
23.10

	
 

	
Number of valuers


	
 

	
 

	
 


	
 

	
 

	
Each valuation shall be carried out by two
approved valuers, one nominated by the Agent and one nominated by the
Borrower (or, if the Borrower fails to do so, by the Agent), provided that
both valuers will be appointed by the Agent.


	
 

	
 

	
 


	
23.11

	
 

	
Differences in
valuations


	
 

	
 

	
 


	
 

	
 

	
If valuations provided by individual
valuers differ, the value of the Ship for the purposes of the Finance
Documents will be the mean average of those valuations.





60









	
 

	
 

	
 

	
 

	
 


	
23.12

	
 

	
Security shortfall


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
23.13

	
 

	
Creation of
additional security


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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


	
 

	
 

	
 

	
 

	
 


	
23.14

	
 

	
Release of
additional security


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
If the Security Value shall at any time
exceed the Minimum Value, and the Borrower shall previously have provided
further security to the Security Agent pursuant to clause 23.12 (Security shortfall), the Security Agent
shall, as soon as reasonably practicable after notice from the Borrower to do
so and subject to being indemnified to its satisfaction against the cost of
doing so, release any such further security specified by the Borrower
provided that the Agent is satisfied that, immediately following such
release, the Security Value will equal or exceed the Minimum Value and no
other Event of Default shall have occurred and be continuing.


	
 

	
 

	
 

	
 

	
 


	
24

	
 

	
Chartering undertakings


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Borrower undertakes that this clause 24
will be complied with in relation to the Ship and its Charter Documents
throughout the Mortgage Period.


	
 

	
 

	
 


	
24.1

	
 

	
Variations


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Charter Documents shall not be varied
(and, for the avoidance of doubt, any assignment or novation of a Charter
Document without approval shall constitute a variation) except:


	
 

	
 

	
 

	
 

	
 


	
24.1.1

	
 

	
with approval (not to be unreasonably
withheld or delayed); or





61









	
 

	
 

	
 


	
24.1.2

	
 

	
as provided in clause 10.5 of the Master
Agreement, but only on the condition that any such assignment or novation is
approved in form and substance accepted by the Agent and that before any such
assignment or novation of a Charter Document is executed or becomes
effective, the Borrower (at its own cost and expense) shall have executed or
procured the execution by itself, the Charterer and/or any other Obligor of
any agreements, documents or instruments that the Agent may require in favour
of the Security Agent (including any new assignments of any Charter Document,
any new tripartite deed of assignment in respect of the Bareboat Charter, any
new notices of assignment and acknowledgements and any supplemental agreement
to this Agreement and any Finance Document).


	
 

	
 

	
 


	
24.2

	
 

	
Releases and waivers


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
24.3

	
 

	
Termination


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
24.4

	
 

	
Performance under the
Charter Documents


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
24.5

	
 

	
Notice of assignment


	
 

	
 

	
 


	
 

	
 

	
The Borrower shall give notice of
assignment of the Charter Documents to the other parties to them in the form
specified by the relevant Charter Assignment prior to the delivery of the
Ship and shall procure a copy of that notice acknowledged by each addressee
in the form specified in the relevant Charter Assignment for the Agent.


	
 

	
 

	
 


	
24.6

	
 

	
Payment of Charter
Earnings


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
24.7

	
 

	
Substitution of the
Time Charter by a bareboat charter


	
 

	
 

	
 


	
 

	
 

	
If pursuant to clause 14.3 of the Master
Agreement referred to in clause 1 of the Time Charter, the Charterer elects
to convert the Time Charter to a bareboat charter to be made between the
Charterer and the Borrower in relation to the Ship (for the purposes of this
clause 24.7 the Bareboat Charter),
then the Borrower shall, at its own cost and expense:


	
 

	
 

	
 


	
24.7.1

	
 

	
enter into such Bareboat Charter only after
its terms have been approved in writing by the Agent (acting on the
instructions of the Majority Lenders);


	
 

	
 

	
 


	
24.7.2

	
 

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


	
 

	
 

	
 


	
24.7.3

	
 

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


	
 

	
 

	
 


	
 

	
 

	
and the Borrower shall not deliver the Ship
to the Charterer or any other person under the Bareboat Charter unless it has
first complied with all its obligations under this clause 24.7.





62









	
 

	
 

	
 

	
 

	
 


	
24.8

	
 

	
Termination Cure


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Without prejudice to the Obligors’ other
obligations under the Finance Documents, if
any Charter is cancelled or rescinded or (except as a result of the Ship
being a Total Loss) frustrated, or if the Ship is withdrawn from service
under a Charter before the time that Charter was scheduled to expire, then the
Borrower shall procure that:


	
 

	
 

	
 

	
 

	
 


	
24.8.1

	
 

	
as soon as possible and in any event within
30 days after such cancellation, rescission, frustration or withdrawal, the
Borrower will enter into an approved time charter commitment in respect of
the Ship on terms (including as to tenor, charter hire and credit standing of
the Charterer) which are in the Agent’s opinion not less favourable to the
Borrower, the Group and the Finance Parties than these of the Time Charter;
and


	
 

	
 

	
 

	
 

	
 


	
24.8.2

	
 

	
forthwith after the entry into such charter
commitment, the Borrower will execute a Security Interest in respect of such
charter commitment in an approved form and will provide and deliver to the
Agent any conditions precedent of the nature described in Schedule 3 (Conditions precedent) as required by
the Agent.


	
 

	
 

	
 

	
 

	
 


	
25

	
 

	
Bank accounts


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.1

	
 

	
Revenue Account


	
 

	
 

	
 

	
 

	
 


	
25.1.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.1.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.1.3

	
 

	
The Borrower shall not withdraw amounts
standing to the credit of a Revenue Account except as permitted by clause
25.1.4.


	
 

	
 

	
 

	
 

	
 


	
25.1.4

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
payments of the proper costs and expenses
of insuring, drydocking, repairing, operating and maintaining the Ship
(provided that such costs and expenses shall not exceed the Opex Rate (as
referred to in clause 4 of schedule I of the Time Charter) in respect of such
monthly period;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
payments then due to Finance Parties under
the Finance Documents (other than payments due in respect of a prepayment or
payments under Hedging Contracts attributable to the partial unwinding of any
Hedging Contract pursuant to clause 27.2 (Unwinding
of Hedging Contracts)) and any payments into the Reserve Account
as and when they may be required under this Agreement;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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





63









	
 

	
 

	
 

	
 

	
 


	
25.2

	
 

	
Reserve Account


	
 

	
 

	
 

	
 

	
 


	
25.2.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.2.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
if approved; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
if the Time Charter is extended for the
First Option Period (as defined in clause 6.8 of the Time Charter) in
accordance with clause 6.8 of the Time Charter and subject always to the
minimum balance requirement (if then applicable) specified in clause 28.21.3 (Charter) and subject to no Default
having occurred and being continuing; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
25.3

	
 

	
Other provisions


	
 

	
 

	
 

	
 

	
 


	
25.3.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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


	
 

	
 

	
 

	
 

	
 


	
25.3.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.3.3

	
 

	
The Borrower shall not close any Account or
alter the terms of any Account from those in force at the time it is
designated for the purposes of this clause 25 or waive any of its rights in
relation to an Account except with approval.


	
 

	
 

	
 

	
 

	
 


	
25.3.4

	
 

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


	
 

	
 

	
 

	
 

	
 


	
25.3.5

	
 

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





64









	
 

	
 

	
 

	
 

	
 


	
26

	
 

	
Business restrictions


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
26.1

	
 

	
General negative
pledge


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
26.2

	
 

	
Transactions
similar to security


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
sell, transfer or otherwise dispose of any
of its assets on terms whereby that asset is or may be leased to, or
re-acquired by, any Affiliate other than pursuant to disposals permitted
under clause 26.6 (Disposals);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
enter into any other preferential arrangement
having a similar effect.


	
 

	
 

	
 

	
 

	
 


	
26.3

	
 

	
Financial
Indebtedness


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
Financial Indebtedness incurred under the
Finance Documents and Hedging Contracts for Hedging Transactions entered into
pursuant to clause 27.1 (Hedging);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
Financial Indebtedness permitted under
clause 26.4 (Guarantees).


	
 

	
 

	
 

	
 

	
 


	
26.4

	
 

	
Guarantees


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
guarantees which are Financial Indebtedness
permitted under clause 26.3 (Financial
Indebtedness).





65









	
 

	
 

	
 

	
 

	
 


	
26.5

	
 

	
Bank accounts and
other financial transactions


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Borrower shall not:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
be party to any banking or financial transaction,
whether on or off balance sheet, that is not expressly permitted under this
clause 26 (Business restrictions).


	
 

	
 

	
 

	
 

	
 


	
26.6

	
 

	
Disposals


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Borrower shall not enter into a single
transaction or a series of transactions, whether related or not and whether
voluntarily or involuntarily, to dispose of any asset except for any of the
following disposals so long as they are not prohibited by any other provision
of the Finance Documents:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
26.7

	
 

	
Contracts and
arrangements with Affiliates


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
26.8

	
 

	
Subsidiaries


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
26.9

	
 

	
Acquisitions and
investments


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
pursuant to any Finance Documents or
Charter Documents or Building Contract Documents to which it is party.


	
 

	
 

	
 

	
 

	
 


	
26.10

	
 

	
Reduction of
capital


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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





66









	
 

	
 

	
 

	
 

	
 


	
26.11

	
 

	
Increase in capital


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
26.12

	
 

	
Distributions and
other payments


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Borrower shall not:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27

	
 

	
Hedging Contracts


	
 

	
 

	
 

	
 

	
 


	
27.1

	
 

	
Hedging


	
 

	
 

	
 

	
 

	
 


	
27.1.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.1.2

	
 

	
The interest rate swaps contemplated by
clause 27.1.1 shall collectively:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
match the repayment profile of the Loan.


	
 

	
 

	
 

	
 

	
 


	
27.1.3

	
 

	
The Borrower shall ensure that each due
date for value in respect of each Hedging Transaction shall coincide with the
last day of an Interest Period.


	
 

	
 

	
 

	
 

	
 


	
27.1.4

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.1.5

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.1.6

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.1.7

	
 

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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





67









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
it is approved.


	
 

	
 

	
 

	
 

	
 


	
27.1.8

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.2

	
 

	
Unwinding of
Hedging Contracts


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
27.3

	
 

	
Assignment of
Hedging Contracts by Borrower


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28

	
 

	
Events of Default


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Each of the events or circumstances set out
in clauses 28.1 to 28.22 is an Event of Default.


	
 

	
 

	
 

	
 

	
 


	
28.1

	
 

	
Non-payment


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.2

	
 

	
Hedging Contracts


	
 

	
 

	
 

	
 

	
 


	
28.2.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.2.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.2.3

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.3

	
 

	
Value of security


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The Borrower does not comply with clause 23
(Minimum security value).


	
 

	
 

	
 

	
 

	
 


	
28.4

	
 

	
Insurance


	
 

	
 

	
 

	
 

	
 


	
28.4.1

	
 

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





68









	
 

	
 

	
 

	
 

	
 


	
28.4.2

	
 

	
Any insurer either:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
28.5

	
 

	
Other obligations


	
 

	
 

	
 

	
 

	
 


	
28.5.1

	
 

	
An Obligor does not comply with any
provision of the Finance Documents (other than those referred to in clauses
28.1 (Non-payment), 28.2 (Hedging Contracts), 28.3 (Value of security) and 28.4 (Insurance)).


	
 

	
 

	
 

	
 

	
 


	
28.5.2

	
 

	
No Event of Default under clause 28.5.1
above will occur if the Agent (acting on the instructions of the Lenders)
considers that the failure to comply is capable of remedy and the failure is
remedied within ten Business Days of the Agent giving notice to the Borrower.


	
 

	
 

	
 

	
 

	
 


	
28.6

	
 

	
Misrepresentation


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Any representation or statement made or
deemed to be made by an Obligor in the Finance Documents or any other
document delivered by or on behalf of any Obligor under or in connection with
any Finance Document is or proves to have been incorrect or misleading in any
material respect when made or deemed to be made.


	
 

	
 

	
 

	
 

	
 


	
28.7

	
 

	
Cross default


	
 

	
 

	
 

	
 

	
 


	
28.7.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.7.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.7.3

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.7.4

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.7.5

	
 

	
No Event of Default will occur under this
clause 28.7 if the aggregate amount of Financial Indebtedness falling within
clause 28.7.1 to 28.7.4 above is less than $5,000,000 in respect of any of
the Counter Guarantors and the Guarantors and/or less than $1,000,000 in
respect of any other Obligor.


	
 

	
 

	
 

	
 

	
 


	
28.8

	
 

	
Insolvency


	
 

	
 

	
 

	
 

	
 


	
28.8.1

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.8.2

	
 

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


	
 

	
 

	
 

	
 

	
 


	
28.8.3

	
 

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





69









	
 

	
 

	
 

	
 

	
 


	
28.9

	
 

	
Insolvency
proceedings


	
 

	
 

	
 


	
28.9.1

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
enforcement of any Security Interest over
any assets of any Obligor or GasLog HoldCo, 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.9.2

	
 

	
Clause 28.9.1 shall not apply to any
winding-up petition (or analogous procedure or step) which is frivolous or
vexatious and is discharged, stayed or dismissed within seven days of
commencement or, if earlier, the date on which it is advertised.


	
 

	
 

	
 


	
28.10

	
 

	
Creditors’ process


	
 

	
 

	
 


	
28.10.1

	
 

	
Any expropriation, attachment,
sequestration, distress, execution or analogous process affects any asset or
assets of any Obligor and is not discharged within seven days.


	
 

	
 

	
 


	
28.10.2

	
 

	
Any judgment or order is made against any
Obligor and is not stayed or complied with within thirty days.


	
 

	
 

	
 


	
28.11

	
 

	
Unlawfulness and
invalidity


	
 

	
 

	
 


	
28.11.1

	
 

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


	
 

	
 

	
 


	
28.11.2

	
 

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


	
 

	
 

	
 


	
28.11.3

	
 

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


	
 

	
 

	
 


	
28.11.4

	
 

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


	
 

	
 

	
 


	
28.12

	
 

	
Cessation of
business


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.13

	
 

	
Expropriation


	
 

	
 

	
 


	
 

	
 

	
The authority or ability of any Obligor to
conduct its business is limited or wholly or substantially curtailed by any
seizure, expropriation, nationalisation, intervention, restriction or other
action by





70









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
or on behalf of any governmental,
regulatory or other authority or other person in relation to any Obligor or
any of its assets.


	
 

	
 

	
 


	
28.14

	
 

	
Repudiation and
rescission of Finance Documents


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.15

	
 

	
Litigation


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.16

	
 

	
Material Adverse
Effect


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.17

	
 

	
Security
enforceable


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.18

	
 

	
Arrest of Ship


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.19

	
 

	
Ship registration


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.20

	
 

	
Political risk


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
28.21

	
 

	
Charters


	
 

	
 

	
 


	
28.21.1

	
 

	
The Ship is not delivered and accepted for
service under the Maiden Charter within a period of 3 Business Days after the
Delivery Date.


	
 

	
 

	
 


	
28.21.2

	
 

	
The Ship is not delivered and accepted for
service under the Time Charter by the earlier of the following events or
dates:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
termination or expiry of the Maiden
Charter; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
5 days after the completion of discharge of
the Ship’s cargo following its first maiden voyage under the Maiden Charter;
or





71









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
3 months after the Delivery Date.


	
 

	
 

	
 

	
 

	
 


	
28.21.3

	
 

	
Except with approval, a Charter is
cancelled or rescinded or (except as a result of the Ship being a Total Loss)
frustrated or the Ship is withdrawn from service under a Charter before the
time that Charter was scheduled to expire provided however that no Event of
Default shall occur under this clause 28.21.3 if, within thirty days of such
cancellation, rescission, frustration or withdrawal:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the Borrower shall have paid the sum of
$20,000,000 to the Reserve Account, which sum may, notwithstanding clause
25.2 (Reserve Account), only be
released if approved; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the Borrower has complied in full with the
undertakings set out in clause 24.8 (Termination
Cure).


	
 

	
 

	
 

	
 

	
 


	
28.22

	
 

	
Change of Control


	
 

	
 

	
 


	
28.22.1

	
 

	
Before an IPO has been completed and except
with approval, a Change of Control occurs.


	
 

	
 

	
 


	
28.22.2

	
 

	
After an IPO has been completed, an IPO
Change of Control occurs, except (a) with approval or (b) if within sixty
(60) days after the occurrence of the IPO Change of Control, the Borrower has
prepaid and repaid in full the Loan and all other amounts accrued or
outstanding under the Finance Documents.


	
 

	
 

	
 


	
28.23

	
 

	
Acceleration


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

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


	
 

	
 

	
 

	
 

	
 


	
29

	
 

	
Position of Hedging Provider


	
 

	
 

	
 


	
29.1

	
 

	
Rights of Hedging
Provider


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
29.2

	
 

	
No voting rights


	
 

	
 

	
 


	
 

	
 

	
The Hedging Provider shall not be entitled
to vote on any matter where a decision of the Lenders alone is required under
this Agreement, whether before or after the termination or





72









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
close out of the Hedging Contracts,
provided that the Hedging Provider shall be entitled to vote on any matter
where a decision of all the Finance Parties is expressly required.


	
 

	
 

	
 


	
29.3

	
 

	
Acceleration and
enforcement of security


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
29.4

	
 

	
Close out of
Hedging Contracts


	
 

	
 

	
 


	
29.4.1

	
 

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


	
 

	
 

	
 


	
29.4.2

	
 

	
The Hedging Provider shall not be entitled
to terminate or close out any Hedging Contract or any Hedging Transaction
under it prior to its stated maturity except:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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


	
 

	
 

	
 

	
 

	
 


	
29.4.3

	
 

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


	
 

	
 

	
 


	
29.4.4

	
 

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





73






SECTION 8 - CHANGES TO PARTIES


	
 

	
 

	
 

	
 

	
 


	
30

	
 

	
Changes to the Lenders


	
 

	
 

	
 


	
30.1

	
 

	
Assignments and
transfers by the Lenders


	
 

	
 

	
 


	
 

	
 

	
Subject to this clause 30, a Lender (the
“Existing Lender”) may assign any of its rights to another bank or financial
institution or to a trust, fund or other entity which is regularly engaged in
or established for the purpose of making, purchasing or investing in loans,
securities or other financial assets (the “New Lender”).  


	
 

	
 

	
 


	
30.2

	
 

	
Conditions of
assignment


	
 

	
 

	
 


	
30.2.1

	
 

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


	
 

	
 

	
 


	
30.2.2

	
 

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


	
 

	
 

	
 


	
30.2.3

	
 

	
An assignment will only be effective:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

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


	
 

	
 

	
 

	
 

	
 


	
30.2.4

	
 

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


	
 

	
 

	
 


	
30.3

	
 

	
Fee


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
30.4

	
 

	
Limitation of
responsibility of Existing Lenders


	
 

	
 

	
 


	
30.4.1

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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





74









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the financial condition of any Obligor;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
the application of any Basel II Regulation
and the Basel III Regulation to the transactions contemplated by the Finance
Documents; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
and any representations or warranties
implied by law are excluded.


	
 

	
 

	
 

	
 

	
 

	
 


	
30.4.2

	
 

	
Each New Lender confirms to the Existing
Lender and the other Finance Parties and the Finance Parties that it:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
has made (and shall continue to make) its
own independent investigation and assessment of:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
the financial condition and affairs of the
Obligors and their related entities in connection with its participation in
this Agreement; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
the application of any Basel II Regulation
or Basel III Regulation to the transactions contemplated by the Finance
Documents,


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
and has not relied exclusively on any
information provided to it by the Existing Lender or any other Finance Party
in connection with any Finance Document;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
will continue to make its own independent
appraisal of the application of any Basel II Regulation and any Basel III
Regulation to the transactions contemplated by the Finance Documents; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related entities
whilst any amount is or may be outstanding under the Finance Documents or any
Commitment is in force.


	
 

	
 

	
 

	
 

	
 


	
30.4.3

	
 

	
Nothing in any Finance Document obliges an
Existing Lender to:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
accept a re-assignment from a New Lender of
any of the rights assigned under this clause 30 (Changes to the Lenders); or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any Obligor of
its obligations under the Finance Documents or by reason of the application
of any Basel II Regulation or the Basel III Regulation to the transactions
contemplated by the Finance Documents or otherwise.


	
 

	
 

	
 

	
 

	
 


	
30.5

	
 

	
Procedure for
transfer


	
 

	
 

	
 


	
30.5.1

	
 

	
Subject to the conditions set out in clause
30.2 (Conditions of assignment)
an assignment is effected in accordance with clause 30.5.2 below when (a) the
Agent executes an otherwise duly completed Transfer Certificate and (b) the
Agent executes any document required under clause 30.2.3 which it may be
necessary for it to execute in each case delivered to it by the Existing
Lender and the New Lender duly executed by them and, in the case of any such
other document, any other relevant person. The Agent shall, as soon as
reasonably practicable after receipt by it of a Transfer Certificate and any
such other document each duly completed, appearing on its face to comply with
the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate and such other document.
The Obligors and the other Finance Parties irrevocably authorise the Agent to
execute any Transfer Certificate on their behalf without any consultations
with them.





75









	
 

	
 

	
 

	
 

	
 


	
30.5.2

	
 

	
On the Transfer Date:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
to the extent that in the Transfer
Certificate the Existing Lender seeks to be released from its obligations
under the Finance Documents, the Existing Lender shall be released from
further obligations towards the Obligors and the other Finance Parties under
the Finance Documents and rights of the Obligors and the other Finance
Parties against the Existing Lender under the Finance Documents shall be
cancelled (being the Discharged Rights and
Obligations) (but the obligations owed by the Obligors under the
Finance Documents shall not be released);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the New Lender shall assume obligations
towards each of the Obligors who are a Party and/or the Obligors and the
other Finance Parties shall acquire rights against the New Lender which
differ from the Discharged Rights and Obligations only insofar as the New
Lender has assumed and/or the Obligors and the other Finance Parties acquired
the same in place of the Existing Lender;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the other Finance Parties and the New
Lender shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an
Original Lender with the rights and/or obligations acquired or assumed by it
as a result of the transfer and to that extent the Security Agent, Existing
Lender and the other Finance Parties shall each be released from further
obligations to each other under the Finance Documents; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
the New Lender shall become a Party to the
Finance Documents as a “Lender” for the purposes of all the Finance
Documents.


	
 

	
 

	
 

	
 

	
 


	
30.6

	
 

	
Copy of Transfer
Certificate to Borrower


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
30.7

	
 

	
Disclosure of
information


	
 

	
 

	
 


	
 

	
 

	
Any Lender may disclose to any of its
Affiliates and, in relation to (a) and (b) below, with the consent of the
Borrower (such consent not to be unreasonably withheld or delayed), to any
other person:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
to (or through) whom that Lender assigns
(or may potentially assign) all or any of its rights and obligations under
the Finance Documents;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
with (or through) whom that Lender enters
into (or may potentially enter into) any sub-participation in relation to,
or any other transaction under which payments are to be made by reference to,
the Finance Documents or any Obligor; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
to whom, and to the extent that,
information is required to be disclosed by any applicable law or regulation,


	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
31

	
 

	
Changes to the Obligors


	
 

	
 

	
 


	
 

	
 

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





76






SECTION 9 - THE FINANCE PARTIES


	
 

	
 

	
 

	
 

	
 


	
32

	
 

	
Roles of Agent, Security Agent and Arranger


	
 

	
 

	
 


	
32.1

	
 

	
Appointment of the
Agent


	
 

	
 

	
 


	
32.1.1

	
 

	
Each other Finance Party (other than the
Security Agent) appoints the Agent to act as its agent under and in
connection with the Finance Documents.


	
 

	
 

	
 


	
32.1.2

	
 

	
Each such other Finance Party authorises
the Agent:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
to exercise the rights, powers, authorities
and discretions specifically given to the Agent under or in connection with
the Finance Documents together with any other incidental rights, powers,
authorities and discretions; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
to execute each of the Security Documents
and all other documents that may be approved by the Lenders for execution by
it.


	
 

	
 

	
 

	
 

	
 


	
32.2

	
 

	
Duties of the Agent


	
 

	
 

	
 


	
32.2.1

	
 

	
The Agent shall promptly forward to a Party
the original or a copy of any document which is delivered to the Agent for
that Party by any other Party.


	
 

	
 

	
 


	
32.2.2

	
 

	
Without prejudice to clause 30.6 (Copy of Transfer Certificate to Borrower),
clause 32.2.1 shall not apply to any Transfer Certificate.


	
 

	
 

	
 


	
32.2.3

	
 

	
Except where a Finance Document
specifically provides otherwise, the Agent is not obliged to review or check
the adequacy, accuracy or completeness of any document it forwards to another
Party.


	
 

	
 

	
 


	
32.2.4

	
 

	
If the Agent receives notice from a Party
referring to this Agreement, describing a Default and stating that the
circumstance described is a Default, it shall promptly notify the other
Finance Parties.


	
 

	
 

	
 


	
32.2.5

	
 

	
If the Agent is aware of the non-payment of
any principal, interest, commitment fee or other fee payable to a Finance
Party (other than the Agent or an Arranger or the Security Agent for their
own account) under this Agreement it shall promptly notify the other Finance
Parties.


	
 

	
 

	
 


	
32.2.6

	
 

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


	
 

	
 

	
 


	
32.3

	
 

	
Role of the
Arranger


	
 

	
 

	
 


	
 

	
 

	
Except as specifically provided in the
Finance Documents, the Arranger has no obligations of any kind to any other
Party under or in connection with any Finance Document or the transactions
contemplated by the Finance Documents.


	
 

	
 

	
 


	
32.4

	
 

	
No fiduciary duties


	
 

	
 

	
 


	
32.4.1

	
 

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


	
 

	
 

	
 


	
32.4.2

	
 

	
None of the Agent, the Security Agent or
the Arranger shall be bound to account to any Lender or the Hedging Provider
for any sum or the profit element of any sum received by it for its own
account or have any obligations to the other Finance Parties beyond those
expressly stated in the Finance Documents.





77









	
 

	
 

	
 

	
 

	
 


	
32.5

	
 

	
Business with the
Group


	
 

	
 

	
 


	
 

	
 

	
The Agent, the Security Agent and the
Arranger may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any Obligor or their Affiliates.


	
 

	
 

	
 


	
32.6

	
 

	
Rights and
discretions of the Agent


	
 

	
 

	
 


	
32.6.1

	
 

	
The Agent may rely on:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
any representation, notice or document
believed by it to be genuine, correct and appropriately authorised; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
any statement made by a director,
authorised signatory or employee of any person regarding any matters which
may reasonably be assumed to be within his or her knowledge or within his or
her power to verify.


	
 

	
 

	
 

	
 

	
 


	
32.6.2

	
 

	
The Agent may assume (unless it has
received notice to the contrary in its capacity as agent for the other
Finance Parties) that:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
no Default has occurred (unless it has actual
knowledge of a Default arising under clause 28.1 (Non-payment));


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
any right, power, authority or discretion
vested in any Party or the Majority Lenders has not been exercised; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
any notice or request made by the Borrower
(other than a Utilisation Request or Selection Notice) is made on behalf of
and with the consent and knowledge of all the Obligors.


	
 

	
 

	
 

	
 

	
 


	
32.6.3

	
 

	
The Agent may engage, pay for and rely on
the advice or services of any lawyers, accountants, surveyors or other
experts in the conduct of its obligations and responsibilities under the
Finance Documents.


	
 

	
 

	
 


	
32.6.4

	
 

	
The Agent may act in relation to the
Finance Documents through its personnel and agents.


	
 

	
 

	
 


	
32.6.5

	
 

	
The Agent may disclose to any other Party
any information it reasonably believes it has received as agent under this
Agreement.


	
 

	
 

	
 


	
32.6.6

	
 

	
The Agent is not obliged to disclose to any
Finance Party any details of the rate notified to the Agent by any Lender or
the identity of any such Lender for the purposes of clause 10.2.1(b) (Market Disruption).


	
 

	
 

	
 


	
32.6.7

	
 

	
Notwithstanding any other provision of any
Finance Document to the contrary, neither the Agent nor the Arranger is
obliged to do or omit to do anything if it would or might in its reasonable
opinion constitute a breach of any law or regulation or a breach of a
fiduciary duty or duty of confidentiality. The Agent and the Arranger may do
anything which in its opinion, is necessary or desirable to comply with any
law or regulation of any jurisdiction.


	
 

	
 

	
 


	
32.6.8

	
 

	
Without prejudice to the generality of
clause 32.6.7, the Agent shall be entitled (but not obliged) to disclose the
identity of a Defaulting Lender to the other Finance Parties and the
Borrower.


	
 

	
 

	
 


	
32.7

	
 

	
Majority Lenders’
instructions


	
 

	
 

	
 


	
32.7.1

	
 

	
Unless a contrary indication appears in a
Finance Document, the Agent shall:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
exercise any right, power, authority or
discretion vested in it as Agent (including giving instructions to the
Security Agent) in accordance with any instructions given to it by the
Majority Lenders (or, if so instructed by the Majority Lenders, refrain from
exercising any right, power, authority or discretion vested in it as Agent);
and





78









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
not be liable for any act (or omission) if
it acts (or refrains from taking any action) in accordance with an
instruction of the Majority Lenders.


	
 

	
 

	
 

	
 

	
 


	
32.7.2

	
 

	
Unless a contrary indication appears in a
Finance Document, any instructions given by the Majority Lenders to the Agent
(in relation to any right, power, authority or discretion vested in it as
Agent) shall be binding on all the Finance Parties (other than the Security
Agent).


	
 

	
 

	
 


	
32.7.3

	
 

	
The Agent may refrain from acting in
accordance with the instructions of the Majority Lenders (if applicable in accordance
with the Finance Documents) or, if appropriate, the Lenders until it has
received such security as it may require for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the
instructions.


	
 

	
 

	
 


	
32.7.4

	
 

	
In the absence of, or while awaiting,
instructions from the Majority Lenders (if applicable in accordance with the
Finance Documents) or, if appropriate, the Lenders, the Agent may act (or
refrain from taking action) as it considers to be in the best interest of the
Finance Parties.


	
 

	
 

	
 


	
32.7.5

	
 

	
The Agent is not authorised to act on
behalf of a Lender or the Hedging Provider (without first obtaining that
Lender’s or the Hedging Provider’s consent) in any legal or arbitration
proceedings relating to any Finance Document. This clause 32.7.5 shall not
apply to any legal or arbitration proceeding relating to the perfection,
preservation or protection of rights under the Security Documents or
enforcement of the Security Documents.


	
 

	
 

	
 


	
32.7.6

	
 

	
Neither the Agent nor the Arranger shall be
obliged to request any certificate, opinion or other information under clause
18 (Information undertakings)
unless so required in writing by a Lender or the Hedging Provider, in which
case the Agent shall promptly make the appropriate request of the Borrower if
such request would be in accordance with the terms of this Agreement.


	
 

	
 

	
 


	
32.8

	
 

	
Responsibility for
documentation and other matters


	
 

	
 

	
 


	
 

	
 

	
Neither the Agent nor the Arranger:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
is responsible for the adequacy, accuracy
and/or completeness of any information (whether oral or written) supplied by
the Agent, the Arranger, an Obligor or any other person given in or in
connection with any Finance Document or the transactions contemplated in the
Finance Documents or of any representations in any Finance Document or of any
copy of any document delivered under any Finance Document;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
is responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or any
Charter Document or Building Contract Document or any other agreement,
arrangement or document entered into, made or executed in anticipation of or
in connection with any Finance Document or any Charter Document or Building
Contract Document;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
is responsible for any determination as to
whether any information provided or to be provided to any Finance Party is
non-public information the use of which may be regulated or prohibited by
applicable law or regulation relating to insider dealing or otherwise;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
is responsible for the application of any
Basel II Regulation or any Basel III Regulation to the transactions
contemplated by the Finance Documents;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
is responsible for any loss to the Trust
Property arising in consequence of the failure, depreciation or loss of any
Charged Property or any investments made or retained in good faith or by
reason of any other matter or thing;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(f)

	
is obliged to account to any person for any
sum or the profit element of any sum received by it for its own account;





79









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(g)

	
is responsible for the failure of any
Obligor or any other party to perform its obligations under any Finance
Document or Charter Document or Building Contract Document or the financial
condition of any such person;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(h)

	
is responsible to ascertain whether all
deeds and documents which should have been deposited with it (or the Security
Agent) under or pursuant to any of the Security Documents have been so
deposited;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
is responsible to investigate or make any
enquiry into the title of any Obligor to any of the Charged Property or any
of its other property or assets;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(j)

	
is responsible for the failure to register
any of the Security Documents with the Registrar of Companies or any other
public office;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(k)

	
is responsible for the failure to register
any of the Security Documents in accordance with the provisions of the
documents of title of any Obligor to any of the Charged Property;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(I)

	
is responsible for the failure to take or
require any Obligor to take any steps to render any of the Security Documents
effective as regards property or assets outside England or Wales or to secure
the creation of any ancillary charge under the laws of the jurisdiction
concerned; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(m)

	
is (unless it is the same entity as the
Security Agent) responsible on account of the failure of the Security Agent
to perform or discharge any of its duties or obligations under the Security
Documents.


	
 

	
 

	
 

	
 

	
 


	
32.9

	
 

	
Exclusion of
liability


	
 

	
 

	
 


	
32.9.1

	
 

	
Without limiting clause 32.9.2 (and without
prejudice to the provisions of clause 35.9 (Disruption
to Payment Systems etc.)), the Agent will not be liable for any
action taken by it under or in connection with any Finance Document, unless
directly caused by its gross negligence or wilful misconduct.


	
 

	
 

	
 


	
32.9.2

	
 

	
No Party (other than the Agent) may take
any proceedings against any officer, employee or agent of the Agent in
respect of any claim it might have against the Agent or in respect of any act
or omission of any kind by that officer, employee or agent in relation to any
Finance Document any officer, employee or agent of the Agent may rely on this
clause subject to clause 1.3 and the provisions of the Third Parties Act.


	
 

	
 

	
 


	
32.9.3

	
 

	
The Agent will not be liable for any delay
(or any related consequences) in crediting an account with an amount required
under the Finance Documents to be paid by the Agent if the Agent has taken
all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement
system used by the Agent for that purpose.


	
 

	
 

	
 


	
32.9.4

	
 

	
Nothing in this Agreement shall oblige the
Agent or the Arranger to carry out any “know your customer” or other checks
in relation to any person on behalf of any Lender or the Hedging Provider and
each Lender and the Hedging Provider confirms to the Agent and the Arranger
that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by
the Agent or the Arranger.


	
 

	
 

	
 


	
32.10

	
 

	
Lenders’ indemnity
to the Agent


	
 

	
 

	
 


	
 

	
 

	
Each Lender shall (in proportion to its
share of the Total Commitments or, if the Total Commitments are then zero, to
its share of the Total Commitments immediately prior to their reduction to
zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of
the Agent’s gross negligence or wilful misconduct) including the costs of any
person engaged in accordance with clause 32.6.3 (Rights and discretions of the Agent) and any Receiver in
acting as its agent under the





80









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Finance Documents (unless the Agent has
been reimbursed by an Obligor pursuant to a Finance Document or out of the
Trust Property).


	
 

	
 

	
 


	
32.11

	
 

	
Resignation of the
Agent


	
 

	
 

	
 


	
32.11.1

	
 

	
The Agent may resign and appoint one of its
Affiliates as successor by giving notice to the Lenders, the Hedging
Provider, the Security Agent and the Borrower.


	
 

	
 

	
 


	
32.11.2

	
 

	
Alternatively the Agent may resign by
giving notice to the other Finance Parties and the Borrower, in which case
the Majority Lenders (after consultation with the Borrower) may appoint a
successor Agent acting through an office in the United Kingdom.


	
 

	
 

	
 


	
32.11.3

	
 

	
If the Majority Lenders have not appointed
a successor Agent in accordance with clause 32.11.2 above within 20 days
after notice of resignation was given, the Agent (after consultation with the
Borrower) may appoint a successor Agent.


	
 

	
 

	
 


	
32.11.4

	
 

	
The retiring Agent shall, at its own cost,
make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the
purposes of performing its functions as Agent under the Finance Documents.


	
 

	
 

	
 


	
32.11.5

	
 

	
The Agent’s resignation notice shall only
take effect upon the appointment of a successor.


	
 

	
 

	
 


	
32.11.6

	
 

	
Upon the appointment of a successor, the
retiring Agent shall be discharged from any further obligation in respect of
the Finance Documents but shall remain entitled to the benefit of this clause
32. Its successor and each of the other Parties shall have the same rights
and obligations amongst themselves as they would have had if such successor
had been an original Party.


	
 

	
 

	
 


	
32.11.7

	
 

	
After consultation with the Borrower, the
Majority Lenders may, by notice to the Agent, require it to resign in
accordance with clause 32.11.2. In this event, the Agent shall resign in
accordance with clause 32.11.2.


	
 

	
 

	
 


	
32.12

	
 

	
Confidentiality


	
 

	
 

	
 


	
32.12.1

	
 

	
In acting as agent for the Finance Parties,
the Agent shall be regarded as acting through its department, division or
team directly responsible for the management of the Finance Documents which
shall be treated as a separate entity from any other of its divisions,
departments or teams.


	
 

	
 

	
 


	
32.12.2

	
 

	
If information is received by another
division or department of the Agent, it may be treated as confidential to
that division or department and the Agent shall not be deemed to have notice
of it.


	
 

	
 

	
 


	
32.12.3

	
 

	
Notwithstanding any other provision of any
Finance Document to the contrary, neither the Agent, nor the Arranger is
obliged to disclose to any other person (a) any confidential information or
(b) any other information if the disclosure would or might in its reasonable
opinion constitute a breach of any law or a breach of a fiduciary duty.


	
 

	
 

	
 


	
32.13

	
 

	
Relationship with
the Lenders and Hedging Provider


	
 

	
 

	
 


	
32.13.1

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

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





81









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
unless it has received not less than five
Business Days prior notice from that Lender or (as the case may be) the
Hedging Provider to the contrary in accordance with the terms of this
Agreement.


	
 

	
 

	
 


	
32.13.2

	
 

	
Each Lender shall supply the Agent with any
information required by the Agent in order to calculate the Mandatory Cost in
accordance with Schedule 6 (Mandatory Cost
formulae).


	
 

	
 

	
 


	
32.13.3

	
 

	
Each Lender and the Hedging Provider shall
supply the Agent with any information that the Agent may reasonably specify
as being necessary or desirable to enable the Agent or the Security Agent to
perform its functions as Agent or Security Agent. Each Lender and the Hedging
Provider shall deal with the Security Agent exclusively through the Agent and
shall not deal directly with the Security Agent.


	
 

	
 

	
 


	
32.14

	
 

	
Credit appraisal by
the Lenders and the Hedging Provider


	
 

	
 

	
 


	
 

	
 

	
Without affecting the responsibility of any
Obligor for information supplied by it or on its behalf in connection with
any Finance Document, each Lender and the Hedging Provider confirms to each
other Finance Party that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but
not limited to:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the financial condition, status and nature
of each Obligor;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the legality, validity, effectiveness,
adequacy or enforceability of any Finance Document or Charter Document or
Building Contract Document and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection
with any Finance Document or Charter Document or Building Contract Document;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the application of any Basel II Regulation
and any Basel III Regulation to the transactions contemplated by the Finance
Documents;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
whether any Finance Party has recourse, and
the nature and extent of that recourse, against any Party or any of its respective
assets under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
the adequacy, accuracy and/or completeness
of any information provided by the Agent, any Party or by any other person
under or in connection with any Finance Document or Charter Document or
Building Contract Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with any Finance
Document or Charter Document or Building Contract Document; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(f)

	
the right of title of any person to, or the
value or sufficiency of, any part of the Charged Property, the priority of
the Security Documents or the existence of any Security Interest affecting
the Charged Property.


	
 

	
 

	
 

	
 

	
 


	
32.15

	
 

	
Reference Banks


	
 

	
 

	
 


	
 

	
 

	
If a Reference Bank (or, if a Reference
Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a
Lender, the Agent shall (in consultation with the Borrower) appoint another
Lender or an Affiliate of a Lender to replace that Reference Bank.


	
 

	
 

	
 


	
32.16

	
 

	
Agent’s management
time


	
 

	
 

	
 


	
 

	
 

	
Any amount payable to the Agent under
clause 14.3 (Indemnity to the Agent and
the Security Agent), clause 16
(Costs and expenses) and clause 32.10 (Lenders’ indemnity to the Agent) shall include the cost
of utilising the Agent’s management time or other resources and will be 





82









	
 

	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
32.17

	
 

	
Deduction from
amounts payable by the Agent


	
 

	
 

	
 


	
 

	
 

	
If any Party owes an amount to the Agent
under the Finance Documents the Agent may, after giving notice to that Party,
deduct an amount not exceeding that amount from any payment to that Party
which the Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the
amount owed. For the purposes of the Finance Documents that Party shall be
regarded as having received any amount so deducted.


	
 

	
 

	
 


	
32.18

	
 

	
Common parties


	
 

	
 

	
 


	
 

	
 

	
Although the Agent and the Security Agent
may from time to time be the same entity, that entity will have entered into
the Finance Documents (to which it is party) in its separate capacities as
agent for the Finance Parties and (as appropriate) security agent and trustee
for the Finance Parties. Where any Finance Document provides for the Agent or
Security Agent to communicate with or provide instructions to the other,
while they are the same entity, such communication or instructions will not
be necessary.


	
 

	
 

	
 


	
32.19

	
 

	
Security Agent


	
 

	
 

	
 


	
32.19.1

	
 

	
Each other Finance Party appoints the
Security Agent to act as its trustee under and in connection with the
Security Documents.


	
 

	
 

	
 


	
32.19.2

	
 

	
Each other Finance Party authorises the
Security Agent:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
to exercise the rights, powers, authorities
and discretions specifically given to the Security Agent under or in
connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
to execute each of the Security Documents
and all other documents that may be approved by the Agent and/or the Majority
Lenders for execution by it.


	
 

	
 

	
 

	
 

	
 


	
32.19.3

	
 

	
The Security Agent accepts its appointment
under clause 32.19 (Security Agent)
as trustee of the Trust Property with effect from the date of this Agreement
and declares that it holds the Trust Property on trust for itself, the other
Finance Parties (for so long as they are Finance Parties) on and subject to
the terms set out in clauses 32.19 - 32.27 (inclusive) and the Security
Documents to which it is a party.


	
 

	
 

	
 


	
32.20

	
 

	
Application of
certain clauses to Security Agent


	
 

	
 

	
 


	
32.20.1

	
 

	
Clauses 32.6 (Rights and discretions of the Agent), 32.8 (Responsibility for documentation and other
matters), 32.9 (Exclusion of
liability), 32.10 (Lenders’
indemnity to the Agent), 32.11 (Resignation
of the Agent), 32.12 (Confidentiality),
32.13 (Relationship with the Lenders and
the Hedging Provider), 32.14 (Credit
appraisal by the Lenders and the Hedging Provider) and 32.17 (Deduction from amounts payable by the Agent)
shall each extend so as to apply to the Security Agent in its capacity as
such and for that purpose each reference to the “Agent” in these clauses
shall extend to include in addition a reference to the “Security Agent” in
its capacity as such.


	
 

	
 

	
 


	
32.20.2

	
 

	
In addition, clause 32.11 (Resignation of the Agent) shall, for
the purposes of its application to the Security Agent pursuant to clause
32.20.1, have the following additional sub-clause:


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
At any time after the appointment of a
successor, the retiring Security Agent shall do and execute all acts, deeds
and documents reasonably required by its successor to transfer to it (or its
nominee, as it may direct) any property, assets and rights previously vested
in the retiring Security Agent pursuant to the Security Documents and which 





83









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
shall not have vested in its successor by
operation of law. All such acts, deeds and documents shall be done or, as the
case may be, executed at the cost of the retiring Security Agent (except
where the Security Agent is retiring under clause 32.11.7 as extended to it
by clause 32.20.1, in which case such costs shall be borne by the Lenders (in
proportion to its share of the Total Commitments or, if the Total Commitments
are then zero, to its share of the Total Commitments immediately prior to
their reduction to zero).


	
 

	
 

	
 

	
 


	
32.21

	
 

	
Instructions to
Security Agent


	
 

	
 

	
 


	
32.21.1

	
 

	
Unless a contrary indication appears in a
Finance Document, the Security Agent shall:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
exercise any right, power, authority or
discretion vested in it as Security Agent in accordance with any instructions
given to it by the Agent (or, if so instructed by the Agent, refrain from
exercising any right, power, authority or discretion vested in it as Security
Agent); and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
not be liable for any act (or omission) if
it acts (or refrains from taking any action) in accordance with such an
instruction of the Agent (the Agent in each case acting on the instructions
of the Majority Lenders (if applicable in accordance with the Finance
Documents) or the Lenders.


	
 

	
 

	
 

	
 

	
 


	
32.21.2

	
 

	
Unless a contrary indication appears in a
Finance Document, any instructions given by the Agent to the Security Agent
in accordance with clause 32.21.1 will be binding on the Finance Parties.


	
 

	
 

	
 


	
32.21.3

	
 

	
The Security Agent may refrain from acting
in accordance with the instructions of the Agent until it has received such
security as it may require for any cost, loss or liability (together with any
associated VAT) which it may incur in complying with the instructions.


	
 

	
 

	
 


	
32.21.4

	
 

	
In the absence of, or while awaiting,
instructions from the Agent, (including in exceptional circumstances where
time does not permit the Agent obtaining instructions from the Lenders and
urgent action is required) the Security Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Finance Parties.


	
 

	
 

	
 


	
32.21.5

	
 

	
The Security Agent is not authorised to act
on behalf of another Finance Party (without first obtaining that Finance
Party’s consent) in any legal or arbitration proceedings relating to any
Finance Document but this is without prejudice to clauses 32.21.1 and 32.21.4,
including the right to enforce the Security Documents in accordance with
these clauses.


	
 

	
 

	
 


	
32.22

	
 

	
Order of
application


	
 

	
 

	
 


	
32.22.1

	
 

	
The Security Agent agrees to apply the
Trust Property and each other beneficiary of the Security Documents agrees to
apply all moneys received by it in the exercise of its rights under the
Security Documents in accordance with the following respective claims:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
first,
as to a sum equivalent to the amounts payable to the Security Agent under the
Finance Documents (excluding any amounts received by the Security Agent
pursuant to clause 32.10 (Lenders’
indemnity to the Agent) as extended to the Security Agent pursuant
to clause 32.20 (Application of certain
clauses to Security Agent)), for the Security Agent absolutely;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
secondly,
as to a sum equivalent to the aggregate amount then due and owing to the
other Finance Parties under the Finance Documents, for those Finance Parties
absolutely, and pro-rata to the amounts owing to them under the Finance Documents;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
thirdly,
until such time as the Security Agent is satisfied that all obligations owed
to the Finance Parties have been irrevocably and unconditionally discharged
in full, held by the Security Agent on a suspense account for payment of any
further amounts owing to





84









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
the Finance Parties under the Finance
Documents and further application in accordance with this clause 32.22.1 as
and when any such amounts later fall due;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
fourthly,
to such other persons (if any) as are legally entitled thereto in priority to
the Obligors; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
fifthly,
as to the balance (if any), for the Obligors by or from whom or from whose
assets the relevant amounts were paid, received or recovered or other person
entitled to them.


	
 

	
 

	
 

	
 

	
 


	
32.22.2

	
 

	
The Security Agent and each other
beneficiary of the Security Documents shall make each application as soon as
is practicable after the relevant moneys are received by, or otherwise become
available to, it save that (without prejudice to any other provision
contained in any of the Security Documents) the Security Agent (acting on the
instructions of the Agent) any other beneficiary of the Security Documents or
any receiver or administrator may credit any moneys received by it to a suspense
account for so long and in such manner as the Security Agent such other
beneficiary of the Security Documents or such receiver or administrator may
from time to time determine with a view to preserving the rights of the
Finance Parties or any of them to prove for the whole of their respective
claims against the Borrower or any other person liable.


	
 

	
 

	
 


	
32.22.3

	
 

	
The Security Agent and/or any other
beneficiary of the Security Documents shall obtain a good discharge in
respect of the amounts expressed to be due to the other Finance Parties as
referred to in this clause 32.22 by paying such amounts to the Agent for
distribution in accordance with clause 35
(Payment mechanics).


	
 

	
 

	
 


	
32.23

	
 

	
Perpetuities


	
 

	
 

	
 


	
 

	
 

	
The perpetuity period to the extent
applicable to this Agreement and the other Finance Documents shall be 80
years from the date of this Agreement.


	
 

	
 

	
 


	
32.24

	
 

	
Powers and duties
of the Security Agent as trustee of the security


	
 

	
 

	
 


	
 

	
 

	
In its capacity as trustee in relation to
the Trust Property and the Security Documents, the Security Agent:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
shall, without prejudice to any of the
powers, discretions and immunities conferred upon trustees by law (and to the
extent not inconsistent with the provisions of this Agreement or any of the
Security Documents), have all the same powers and discretions as a natural
person acting as the beneficial owner of such property and/or as are
conferred upon the Security Agent by this Agreement and/or any Security
Document but so that the Security Agent may only exercise such powers and
discretions to the extent that it is authorised to do so by the provisions of
this Agreement;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
shall (subject to clause 32.22 (Order of application)) be entitled (in its
own name or in the names of nominees) to invest moneys from time to time
forming part of the Trust Property or otherwise held by it as a consequence
of any enforcement of the security constituted by any Finance Document which,
in the reasonable opinion of the Security Agent, it would not be practicable
to distribute immediately, by placing the same on deposit in the name or
under the control of the Security Agent as the Security Agent may think fit
without being under any duty to diversify the same and the Security Agent
shall not be responsible for any loss due to interest rate or exchange rate
fluctuations except for any loss arising from the Security Agent’s gross
negligence or wilful misconduct;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
may, in the conduct of its obligations under
and in respect of the Security Documents (otherwise than in relation to its
right to make any declaration, determination or decision), instead of acting
personally, employ and pay any agent (whether being a lawyer or any other
person) to transact or concur in transacting any business and to do or concur
in doing any acts required to be done by the Security Agent (including the
receipt and payment of money) and on the basis that (i) any such agent
engaged in any





85









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
profession or business shall be entitled to
be paid all usual professional and other charges for business transacted and
acts done by him or any partner or employee of his or her in connection with
such employment and (ii) the Security Agent shall not be bound to supervise,
or be responsible for any loss incurred by reason of any act or omission of,
any such agent if the Security Agent shall have exercised reasonable care in
the selection of such agent; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
may place all deeds and other documents
relating to the Trust Property which are from time to time deposited with it
pursuant to the Security Documents in any safe deposit, safe or receptacle
selected by the Security Agent exercising reasonable care or with any firm of
solicitors or company whose business includes undertaking the safe custody of
documents selected by the Security Agent exercising reasonable care and may
make any such arrangements as it thinks fit for allowing Obligors access to,
or its solicitors or auditors possession of, such documents when necessary or
convenient and the Security Agent shall not be responsible for any loss
incurred in connection with any such deposit, access or possession if it has
exercised reasonable care in the selection of a safe deposit, safe,
receptacle or firm of solicitors or company (save that it shall take
reasonable steps to pursue any person who may be liable to it in connection
with such loss).


	
 

	
 

	
 

	
 

	
 


	
32.25

	
 

	
All enforcement
action through the Security Agent


	
 

	
 

	
 


	
32.25.1

	
 

	
None of the other Finance Parties shall
have any independent power to enforce any of those Security Documents which
are executed in favour of the Security Agent only or to exercise any rights,
discretions or powers or to grant any consents or releases under or pursuant
to such Security Documents or otherwise have direct recourse to the security
and/or guarantees constituted by such Security Documents except through the
Security Agent.


	
 

	
 

	
 


	
32.25.2

	
 

	
None of the other Finance Parties shall
have any independent power to enforce any of those Security Documents which
are executed in their favour or to exercise any rights, discretions or powers
or to grant any consents or releases under or pursuant to such Security
Documents or otherwise have direct recourse to the security and/or guarantees
constituted by any of the Security Documents except with the prior written
consent of the Agent (acting on the instructions of the Majority Lenders).


	
 

	
 

	
 


	
32.26

	
 

	
Co-operation to
achieve agreed priorities of application


	
 

	
 

	
 


	
 

	
 

	
The other Finance Parties shall co-operate
with each other and with the Security Agent and any receiver or administrator
under the Security Documents in realising the property and assets subject to
the Security Documents and in ensuring that the net proceeds realised under
the Security Documents after deduction of the expenses of realisation are
applied in accordance with clause 32.22
(Order of application).


	
 

	
 

	
 


	
32.27

	
 

	
Indemnity from
Trust Property


	
 

	
 

	
 


	
32.27.1

	
 

	
In respect of all liabilities, costs or
expenses for which the Obligors are liable under this Agreement, the Security
Agent and each Affiliate of the Security Agent and each officer or employee
of the Security Agent or its Affiliate (each an “Indemnified Person”) shall be entitled to be indemnified out
of the Trust Property in respect of all liabilities, damages, costs, claims,
charges or expenses whatsoever properly incurred or suffered by such
Indemnified Person:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
in the execution or exercise or bona fide
purported execution or exercise of the trusts, rights, powers, authorities,
discretions and duties created or conferred by or pursuant to the Finance
Documents;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
as a result of any breach by an Obligor of
any of its obligations under any Finance Document;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
in respect of any Environmental Claim made
or asserted against an Indemnified Person which would not have arisen if the
Finance Documents had not been executed; and





86









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
in respect of any matter or thing done or
omitted in any way in accordance with the terms of the Finance Documents
relating to the Trust Property or the provisions of any of the Finance
Documents.


	
 

	
 

	
 

	
 

	
 


	
32.27.2

	
 

	
The rights conferred by this clause 32.27
are without prejudice to any right to indemnity by law given to trustees
generally and to any provision of the Finance Documents entitling the
Security Agent or any other person to an indemnity in respect of, and/or
reimbursement of, any liabilities, costs or expenses incurred or suffered by
it in connection with any of the Finance Documents or the performance of any
duties under any of the Finance Documents. Nothing contained in this clause
32.27 shall entitle the Security Agent or any other person to be indemnified
in respect of any liabilities, damages, costs, claims, charges or expenses to
the extent that the same arise from such person’s own gross negligence or
wilful misconduct.


	
 

	
 

	
 


	
32.28

	
 

	
Finance Parties to
provide information


	
 

	
 

	
 


	
 

	
 

	
The other Finance Parties shall provide the
Security Agent with such written information as it may reasonably require for
the purposes of carrying out its duties and obligations under the Security
Documents and, in particular, with such necessary directions in writing so as
to enable the Security Agent to make the calculations and applications
contemplated by clause 32.22 (Order of
application) above and to apply amounts received under, and the
proceeds of realisation of, the Security Documents as contemplated by the
Security Documents, clause 35.5 (Partial
payments) and clause 32.22
(Order of application).


	
 

	
 

	
 


	
32.29

	
 

	
Release to
facilitate enforcement and realisation


	
 

	
 

	
 


	
 

	
 

	
Each Finance Party acknowledges that
pursuant to any enforcement action by the Security Agent (or a Receiver)
carried out on the instructions of the Agent it may be desirable for the
purpose of such enforcement and/or maximising the realisation of the Charged
Property being enforced against, that any rights or claims of or by the
Security Agent (for the benefit of the Finance Parties) and/or any Finance
Parties against any Obligor and/or any Security Interest over any assets of any
Obligor (in each case) as contained in or created by any Finance Document,
other than such rights or claims or security being enforced, be released in
order to facilitate such enforcement action and/or realisation and,
notwithstanding any other provision of the Finance Documents, each Finance
Party hereby irrevocably authorises the Security Agent (acting on the
instructions of the Agent) to grant any such releases to the extent necessary
to fully effect such enforcement action and realisation including, without
limitation, to the extent necessary for such purposes to execute release
documents in the name of and on behalf of the Finance Parties.


	
 

	
 

	
 


	
32.30

	
 

	
Undertaking to pay


	
 

	
 

	
 


	
 

	
 

	
Each Obligor which is a Party undertakes
with the Security Agent on behalf of the Finance Parties that it will, on
demand by the Security Agent, pay to the Security Agent all money from time
to time owing, and discharge all other obligations from time to time
incurred, by it under or in connection with the Finance Documents.


	
 

	
 

	
 


	
32.31

	
 

	
Additional trustees


	
 

	
 

	
 


	
 

	
 

	
The Security Agent shall have power by
notice in writing to the other Finance Parties and the Borrower to appoint
any person approved by the Majority Lenders (such approval not to be
unreasonably withheld or delayed) either to act as separate trustee or as
co-trustee jointly with the Security Agent:


	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
if the Security Agent reasonably considers
such appointment to be in the best interests of the Finance Parties;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
for the purpose of conforming with any legal
requirement, restriction or condition in any jurisdiction in which any
particular act is to be performed; or





87








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 for the purpose of obtaining a judgment in
 any jurisdiction or the enforcement in any jurisdiction against any person of
 a judgment already obtained,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any person so appointed shall (subject
 to the provisions of this Agreement) have such rights (including as to
 reasonable remuneration), powers, duties and obligations as shall be
 conferred or imposed by the instrument of appointment. The Security Agent
 shall have power to remove any person so appointed. At the request of the
 Security Agent, the other parties to this Agreement shall forthwith execute
 all such documents and do all such things as may be required to perfect such
 appointment or removal and each such party irrevocably authorises the
 Security Agent in its name and on its behalf to do the same. Such a person
 shall accede to this Agreement as a Security Agent to the extent necessary to
 carry out their role on terms satisfactory to the Security Agent and (subject
 always to the provisions of this Agreement) have such trusts, powers,
 authorities, liabilities and discretions (not exceeding those conferred on
 the Security Agent by this Agreement and the other Finance Documents) and
 such duties and obligations as shall be conferred or imposed by the
 instrument of appointment (being no less onerous than would have applied to
 the Security Agent but for the appointment). The Security Agent shall not be
 bound to supervise, or be responsible for any loss incurred by reason of any
 act or omission of, any such person if the Security Agent shall have
 exercised reasonable care in the selection of such person.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.32

 	
  

 	
 Non-recognition of
 trust

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 It is agreed by all the parties to this
 Agreement that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in relation to any jurisdiction the courts
 of which would not recognise or give effect to the trusts expressed to be
 constituted by this clause 32, the relationship of the Security Agent and the
 other Finance Parties shall be construed as one of principal and agent, but
 to the extent permissible under the laws of such jurisdiction, all the other
 provisions of this Agreement shall have full force and effect between the
 parties to this Agreement; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the provisions of this clause 32 insofar as
 they relate to the Security Agent in its capacity as trustee for the Finance
 Parties and the relationship between themselves and the Security Agent as
 their trustee may be amended by agreement between the other Finance Parties
 and the Security Agent. The Security Agent may amend all documents necessary
 to effect the alteration of the relationship between the Security Agent and
 the other Finance Parties and each such other party irrevocably authorises
 the Security Agent in its name and on its behalf to execute all documents
 necessary to effect such amendments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33

 	
  

 	
 Conduct of business
 by the Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.1

 	
  

 	
 Finance Parties tax
 affairs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No provision of this Agreement will:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 interfere with the right of any Finance
 Party to arrange its affairs (tax or otherwise) in whatever manner it thinks
 fit;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 oblige any Finance Party to investigate or
 claim any credit, relief, remission or repayment available to it or the
 extent, order and manner of any claim; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 oblige any Finance Party to disclose any
 information relating to its affairs (tax or otherwise) or any computations in
 respect of Tax.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.2

 	
  

 	
 Finance Parties
 acting together

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding clause 2.2 (Finance Parties’ rights and obligations),
 if the Agent makes a declaration under clause 28.23 (Acceleration) the Agent shall, in the
 names of all the Finance Parties, take such action on behalf of the Finance
 Parties and conduct such negotiations with

 


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 the Borrower, any Obligors or any
 Subsidiaries of an Obligor and generally administer the Facility in
 accordance with the wishes of the Majority Lenders. All the Finance Parties
 shall be bound by the provisions of this clause and no Finance Party shall be
 entitled to take action independently against any Obligor or any of its
 assets without the prior consent of the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This clause shall not override clause 32 (Roles of Agent, Security Agent and Arranger)
 as it applies to the Security Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3

 	
  

 	
 Majority Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3.1

 	
  

 	
 Where any Finance Document provides for any
 matter to be determined by reference to the opinion of, or to be subject to
 the consent, approval or request of, the Majority Lenders or for any action
 to be taken on the instructions of the Majority Lenders (a “majority decision”), such majority
 decision shall (as between the Lenders) only be regarded as having been
 validly given or issued by the Majority Lenders if all the Lenders shall have
 received prior notice of the matter on which such majority decision is
 required and the relevant majority of Lenders shall have given or issued such
 majority decision. However (as between any Obligor and the Finance Parties)
 the relevant Obligor shall be entitled (and bound) to assume that such notice
 shall have been duly received by each Lender and that the relevant majority
 shall have been obtained to constitute Majority Lenders when notified to this
 effect by the Agent whether or not this is the case.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3.2

 	
  

 	
 If, within ten Business Days of the Agent
 despatching to each Lender a notice requesting instructions (or confirmation
 of instructions) from the Lenders or the agreement of the Lenders to any
 amendment, modification, waiver, variation or excuse of performance for the
 purposes of, or in relation to, any of the Finance Documents, the Agent has
 not received a reply specifically giving or confirming or refusing to give or
 confirm the relevant instructions or, as the case may be, approving or
 refusing to approve the proposed amendment, modification, waiver, variation
 or excuse of performance, then (irrespective of whether such Lender responds
 at a later date) the Agent shall treat any Lender which has not so responded
 as having indicated a desire to be bound by the wishes of 662/3%
 of those Lenders (measured in terms of the total Commitments of those Lenders)
 which have so responded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3.3

 	
  

 	
 For the purposes of clause 33.3.2, any
 Lender which notifies the Agent of a wish or intention to abstain on any
 particular issue shall be treated as if it had not responded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.4

 	
  

 	
 Conflicts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.4.1

 	
  

 	
 The Borrower acknowledges that the Arranger
 and its parent undertaking, subsidiary undertakings and fellow subsidiary
 undertakings (together an Arranger Group)
 may be providing debt finance, equity capital or other services (including
 financial advisory services) to other persons with which the Borrower may
 have conflicting interests in respect of the Facility or otherwise.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.4.2

 	
  

 	
 No member of an Arranger Group shall use
 confidential information gained from any Obligor by virtue of the Facility or
 its relationships with any Obligor in connection with their performance of
 services for other persons. This shall not, however, affect any obligations
 that any member of an Arranger Group has as Agent in respect of the Finance
 Documents. The Borrower also acknowledges that no member of an Arranger Group
 has any obligation to use or furnish to any Obligor information obtained from
 other persons for their benefit.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.4.3

 	
  

 	
 The terms
 parent undertaking, subsidiary undertaking and fellow subsidiary undertaking when used
 in this clause have the meaning given to them in sections 1161 and 1162 of
 the Companies Act 2006.

 


89









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5

 	
  

 	
 Replacement of a
 Defaulting Lender

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5.1

 	
  

 	
 The Borrower may, at any time a Lender has
 become and continues to be a Defaulting Lender, by giving 20 Business Days’
 prior written notice to the Agent and such Lender:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 replace such Lender by requiring such
 Lender to (and to the extent permitted by law such Lender shall) transfer
 pursuant to clause 30 (Changes to the
 Lenders) all (and not part only) of its rights and obligations
 under this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 require such Lender to (and to the extent
 permitted by law such Lender shall) transfer pursuant to clause 30 (Changes to the Lenders) all (and not part
 only) of the undrawn Commitment of the Lender,


 
	
  

 
	
  

 	
  

 	
  to a Lender or other bank,
 financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the
 Borrower, and which is acceptable to the Agent (acting reasonably) and (in
 the case of any transfer of any undrawn Commitments), which confirms its
 willingness to assume and does assume all the obligations or all the relevant
 obligations of the transferring Lender (including the assumption of the
 transferring Lender’s participations or unfunded participations (as the case
 may be) on the same basis as the transferring Lender) for a purchase price in
 cash payable at the time of transfer equal to the outstanding principal
 amount of such Lender’s participation in the outstanding Utilisation and all
 accrued interest, Break Costs and other amounts payable in relation thereto
 under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5.2

 	
  

 	
 Any transfer of rights and obligations of a
 Defaulting Lender pursuant to this clause shall be subject to the following
 conditions:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Borrower shall have no right to replace
 the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 neither the Agent nor the Defaulting Lender
 shall have any obligation to the Borrower to find a Replacement Lender;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the transfer must take place no later than
 60 days after the notice referred to in clause 33.5.1; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in no event shall the Defaulting Lender be
 required to pay or surrender to the Replacement Lender any of the fees
 received by the Defaulting Lender pursuant to the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34

 	
  

 	
 Sharing among
 the Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.1

 	
  

 	
 Payments to Finance
 Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If a Finance Party (a Recovering Finance Party) receives or
 recovers any amount from an Obligor other than in accordance with clause 35 (Payment mechanics) (a Recovered Amount) and applies that
 amount to a payment due under the Finance Documents then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Recovering Finance Party shall, within
 three Business Days, notify details of the receipt or recovery, to the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent shall determine whether the
 receipt or recovery is in excess of the amount the Recovering Finance Party
 would have been paid had the receipt or recovery been received or made by the
 Agent and distributed in accordance with clause 35 (Payment mechanics), without taking
 account of any Tax which would be imposed on the Agent in relation to the
 receipt, recovery or distribution; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Recovering Finance Party shall, within
 three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt
 or recovery less any amount which the Agent determines may be retained by the
 Recovering Finance Party as its share of any payment to be made, in
 accordance with clause 35.5 (Partial
 payments).

 


90









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.2

 	
  

 	
 Redistribution of
 payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall treat the Sharing Payment
 as if it had been paid by the relevant Obligor and distribute it between the
 Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance
 with clause 35.5 (Partial payments)
 towards the obligations of that Obligor to the Sharing Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.3 

 	
  

 	
 Recovering Finance
 Party’s rights

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.3.1

 	
  

 	
 On a distribution by the Agent under clause
 34.2 (Redistribution of Payments)
 of a payment received by a Recovering Finance Party from an Obligor, as
 between the relevant Obligor and the Recovering Finance Party, an amount of
 the Recovered Amount equal to the Sharing Payment will be treated as not
 having been paid by that Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.4

 	
  

 	
 Reversal of
 redistribution

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any part of the Sharing Payment received
 or recovered by a Recovering Finance Party becomes repayable and is repaid by
 that Recovering Finance Party, then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 each Sharing Finance Party shall, upon
 request of the Agent, pay to the Agent for account of that Recovering Finance
 Party an amount equal to the appropriate part of its share of the Sharing
 Payment (together with an amount as is necessary to reimburse that Recovering
 Finance Party for its proportion of any interest on the Sharing Payment which
 that Recovering Finance Party is required to pay) (the Redistributed Amount); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 as between the relevant Obligor and each
 relevant Sharing Finance Party, an amount equal to the relevant Redistributed
 Amount will be treated as not having been paid by that Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5.1

 	
  

 	
 This clause 34 shall not apply to the
 extent that the Recovering Finance Party would not, after making any payment
 pursuant to this clause, have a valid and enforceable claim against the
 relevant Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5.2

 	
  

 	
 A Recovering Finance Party is not obliged
 to share with any other Finance Party any amount which the Recovering Finance
 Party has received or recovered as a result of taking legal or arbitration
 proceedings in accordance with the terms of this Agreement, if:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 it notified that other Finance Party of the
 legal or arbitration proceedings; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 that other Finance Party had an opportunity
 to participate in those legal or arbitration proceedings but did not do so as
 soon as reasonably practicable having received notice and did not take
 separate legal or arbitration proceedings.

 


91





SECTION 10 -
ADMINISTRATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35

 	
  

 	
 Payment
 mechanics

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1

 	
  

 	
 Payments to the
 Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1.1

 	
  

 	
 On each date on which an Obligor or a
 Lender is required to make a payment under a Finance Document (other than a
 Hedging Contract), that Obligor or Lender shall make the same available to
 the Agent (unless a contrary indication appears in a Finance Document) for
 value on the due date at the time and in such funds specified by the Agent as
 being customary at the time for settlement of transactions in the relevant
 currency in the place of payment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1.2

 	
  

 	
 Payment shall be made to such account in
 the principal financial centre of the country of that currency (or, in
 relation to euro, in a principal financial centre in a Participating Member
 State or London) with such bank as the Agent specifies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.2

 	
  

 	
 Distributions by
 the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each payment received by the Agent under
 the Finance Documents for another Party shall, subject to clause 35.3 (Distributions to an Obligor) and clause
 35.4 (Clawback) be made
 available by the Agent as soon as practicable after receipt to the Party entitled
 to receive payment in accordance with this Agreement (in the case of a
 Lender, for the account of its Facility Office), to such account as that
 Party may notify to the Agent by not less than five Business Days’ notice
 with a bank in the principal financial centre of the country of that currency
 (or, in relation to euro, in the principal financial centre of a
 Participating Member State or London).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.3

 	
  

 	
 Distributions to an
 Obligor

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent may (with the consent of the
 Obligor or in accordance with clause 36
 (Set-off)) apply any amount received by it for that Obligor in or
 towards payment (on the date and in the currency and funds of receipt) of any
 amount due from that Obligor under the Finance Documents or in or towards
 purchase of any amount of any currency to be so applied.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4

 	
  

 	
 Clawback

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4.1

 	
  

 	
 Where a sum is to be paid to the Agent
 under the Finance Documents for another Party, the Agent is not obliged to
 pay that sum to that other Party (or to enter into or perform any related
 exchange contract) until it has been able to establish to its satisfaction
 that it has actually received that sum.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4.2

 	
  

 	
 If the Agent pays an amount to another
 Party and it proves to be the case that the Agent had not actually received
 that amount, then the Party to whom that amount (or the proceeds of any
 related exchange contract) was paid by the Agent shall on demand refund the
 same to the Agent together with interest on that amount from the date of
 payment to the date of receipt by the Agent, calculated by the Agent to
 reflect its cost of funds.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5

 	
  

 	
 Partial payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.1

 	
  

 	
 If the Agent receives a payment for
 application against amounts due under the Finance Documents that is
 insufficient to discharge all the amounts then due and payable by an Obligor
 under those Finance Documents, the Agent shall apply that payment towards the
 obligations of that Obligor under those Finance Documents in the following
 order:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, in or towards payment pro rata of any unpaid fees, costs and expenses
 (ignoring any fees payable under clause 11
 (Fees)) of the Agent, the Security Agent or the Arranger under
 those Finance Documents;

 


92









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly,
 in or towards payment to the Lenders pro rata of any amount owing to the
 Lenders under clause 32.10 (Lenders’
 indemnity to the Agent) including any amount resulting from the
 indemnity to the Security Agent under clause 32.20.1 (Application of certain clauses to Security
 Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly,
 in or towards payment to (a) the Lenders pro rata of any accrued interest,
 fee or commission due but unpaid under those Finance Documents and (b) the
 Hedging Provider of any net amounts due to it but unpaid under the Hedging
 Contracts;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly,
 in or towards payment to the Lenders pro rata of any principal which is due
 but unpaid under those Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly,
 in or towards payment pro rata of any other sum due but unpaid under the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.6

 	
  

 	
 No set-off by Obligors

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All payments to be made by an Obligor under
 the Finance Documents shall be calculated and be made without (and free and
 clear of any deduction for) set-off or counterclaim.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7

 	
  

 	
 Business Days

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7.1

 	
  

 	
 Any payment which is due to be made on a
 day that is not a Business Day shall be made on the next Business Day in the
 same calendar month (if there is one) or the preceding Business Day (if there
 is not).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7.2

 	
  

 	
 During any extension of the due date for
 payment of any principal or Unpaid Sum under this Agreement interest is
 payable on the principal or Unpaid Sum at the rate payable on the original
 due date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8

 	
  

 	
 Currency of account

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.2

 	
  

 	
 A repayment of all or part of the Loan or
 an Unpaid Sum and each payment of interest shall be made in dollars on its
 due date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.3

 	
  

 	
 Each payment in respect of the amount of
 any costs, expenses or Taxes or other losses shall be made in dollars and, if
 they were incurred in a currency other than dollars, the amount payable under
 the Finance Documents shall be the equivalent in dollars of the relevant
 amount in such other currency on the date on which it was incurred.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.4

 	
  

 	
 All moneys received or held by the Security
 Agent or by a Receiver under a Security Document in a currency other than
 dollars may be sold for dollars and the Obligor which executed that Security
 Document shall indemnify the Security Agent against the full cost in relation
 to the sale. Neither the Security Agent nor such Receiver will have any
 liability to that Obligor in respect of any loss resulting from any
 fluctuation in exchange rates after the sale.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.9

 	
  

 	
 Disruption to
 Payment Systems etc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If either the Agent determines (in its
 discretion) that a Disruption Event has occurred or the Agent is notified by
 the Borrower that a Disruption Event has occurred:

 


93









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent shall not be obliged to consult
 with the Borrower in relation to any changes mentioned in paragraph (a) above
 if, in its opinion, it is not practicable to do so in the circumstances and,
 in any event, shall have no obligation to agree to such changes;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Agent may consult with the Finance
 Parties in relation to any changes mentioned in paragraph (a) above but shall
 not be obliged to do so if, in its opinion, it is not practicable to do so in
 the circumstances;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any such changes agreed upon by the Agent
 and the Borrower shall (whether or not it is finally determined that a
 Disruption Event has occurred) be binding upon the Parties as an amendment to
 (or, as the case may be, waiver of) the terms of the Finance Documents
 notwithstanding the provisions of clause 42
 (Amendments and grant of waivers);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the Agent shall not be liable for any
 damages, costs or losses whatsoever (including, without limitation for
 negligence, gross negligence or any other category of liability whatsoever
 but not including any claim based on the fraud of the Agent) arising as a
 result of its taking, or failing to take, any actions pursuant to or in
 connection with this clause 35.9; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 the Agent shall notify the Finance Parties
 of all changes agreed pursuant to paragraph (d) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.10 

 	
  

 	
 Payments on demand

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For the purposes of clause 28.1 and subject
 to the Agent’s right to demand interest under clause 8.3, payments on demand
 shall be treated as paid when due if paid within three Business Days of
 demand

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 36

 	
  

 	
 Set-off

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Finance Party may set off any matured
 obligation due from an Obligor under the Finance Documents (to the extent
 beneficially owned by that Finance Party) against any matured obligation owed
 by that Finance Party to that Obligor, regardless of the place of payment,
 booking branch or currency of either obligation. If the obligations are in
 different currencies, the Finance Party may convert either obligation at a
 market rate of exchange in its usual course of business for the purpose of
 the set-off.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37

 	
  

 	
 Notices

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.1

 	
  

 	
 Communications in
 writing

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any communication to be made under or in
 connection with the Finance Documents shall be made in writing and, unless
 otherwise stated, may be made by fax or letter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.2

 	
  

 	
 Addresses

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The address, and fax number (and the
 department or officer, if any, for whose attention the communication is to be
 made) of each Obligor or Finance Party for any communication or document to
 be made or delivered under or in connection with the Finance Documents is:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the case of any Obligor which is a
 Party, that identified with its name in Schedule 1 (The original parties);

 


94









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in the case of any Obligor which is not a
 Party, that identified in any Finance Document to which it is a party;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in the case of any Original Lender, the
 Security Agent, the Agent and any other original Finance Party that
 identified with its name in Schedule 1
 (The original parties); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in the case of each other Lender or other
 Finance Party, that notified in writing to the Agent on or prior to the date
 on which it becomes a Party in the relevant capacity,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or, in each case, any substitute address,
 fax number, or department or officer as an Obligor or Finance Party may
 notify to the Agent (or the Agent may notify to the other Parties, if a
 change is made by the Agent) by not less than five Business Days’ notice.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3

 	
  

 	
 Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.1

 	
  

 	
 Any communication or document made or
 delivered by one person to another under or in connection with the Finance
 Documents will only be effective:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if by way of fax, when received in legible
 form; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if by way of letter, when it has been left
 at the relevant address or five Business Days after being deposited in the
 post postage prepaid in an envelope addressed to it at that address,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, if
 a particular department or officer is specified as part of its address details
 provided under clause 37.2 (Addresses),
 if addressed to that department or officer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.2

 	
  

 	
 Any communication or document to be made or
 delivered to the Agent or the Security Agent will be effective only when
 actually received by the Agent or the Security Agent and then only if it is
 expressly marked for the attention of the department or officer identified in
 Schedule 1 (The original parties)
 (or any substitute department or officer as the Agent or the Security Agent
 shall specify for this purpose).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.4

 	
  

 	
 Notification of
 address and fax number

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Promptly upon receipt of notification of an
 address and fax number or change of address or fax number pursuant to clause
 37.2 (Addresses) or changing
 its own address or fax number, the Agent shall notify the other Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5

 	
  

 	
 Electronic
 communication (Finance Parties)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their
 address or any other such information supplied by them.

 


95









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Finance Parties hereby confirm that
 unless and until notified to the contrary, communication by electronic mail
 or other electronic means is an accepted form of communication.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6

 	
  

 	
 Electronic
 Communications (Obligors)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.1

 	
  

 	
 Any general communication made between any
 Finance Party and any Obligor, may be made by electronic mail or other
 electronic means (irrespective of any associated risks) if the parties:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their
 address or any other such information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the Finance Parties and each
 Obligor hereby confirm that unless and until notified to the contrary,
 communication by electronic mail is an acceptable form of general
 communication.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.2

 	
  

 	
 Each of the Finance Parties and each
 Obligor agrees and confirms that any communications which involves the giving
 or receiving of notice (of any nature) under this Agreement or relates to the
 making of requests or demands under this Agreement may only be made in
 accordance with clause 37.3 (Delivery).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7

 	
  

 	
 English language

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7.2

 	
  

 	
 All other documents provided under or in
 connection with any Finance Document shall be:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in English; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if not in English, and if so required by
 the Agent, accompanied by a certified English translation and, in this case,
 the English translation will prevail unless the document is a constitutional,
 statutory or other official document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38

 	
  

 	
 Calculations and
 certificates

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.1

 	
  

 	
 Accounts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In any litigation or arbitration
 proceedings arising out of or in connection with a Finance Document, the
 entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to
 which they relate.

 


96









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.2

 	
  

 	
 Certificates and
 determinations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any certification or determination by the
 Agent of a rate or amount under any Finance Document is in the absence of
 manifest error, conclusive evidence of the matters to which it relates.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.3

 	
  

 	
 Day count
 convention

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any interest, commission or fee accruing
 under a Finance Document will accrue from day to day and is calculated on the
 basis of the actual number of days elapsed and a year of 360 days or, in any
 case where the practice in the Interbank Market differs, in accordance with
 that market practice.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 39

 	
  

 	
 Partial
 invalidity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, at any time, any provision of the
 Finance Documents is or becomes illegal, invalid or unenforceable in any
 respect under any law of any jurisdiction, neither the legality, validity or
 enforceability of the remaining provisions nor the legality, validity or
 enforceability of such provision under the law of any other jurisdiction will
 in any way be affected or impaired.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 40

 	
  

 	
 Remedies and
 waivers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No failure to exercise, nor any delay in
 exercising, on the part of any Finance Party, any right or remedy under the
 Finance Documents shall operate as a waiver, nor shall any single or partial
 exercise of any right or remedy prevent any further or other exercise or the
 exercise of any other right or remedy. The rights and remedies provided in
 the Finance Documents are cumulative and not exclusive of any rights or
 remedies provided by law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41

 	
  

 	
 Amendments and
 grant of waivers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1

 	
  

 	
 Required consents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.1

 	
  

 	
 Subject to clause 41.2 (Exceptions) any term of the Finance
 Documents may be amended or waived, with the consent of the Agent acting on
 the instructions of the Majority Lenders and, if it affects the rights and
 obligations of the Security Agent or the Agent, the consent of the Agent or
 the Security Agent, and any such amendment or waiver agreed or given by the
 Agent will be binding on the other Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.2

 	
  

 	
 The Agent may (or, in the case of the
 Security Documents, instruct the Security Agent to) effect, on behalf of any
 Finance Party, any amendment or waiver permitted by this clause.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2.1

 	
  

 	
 An amendment, waiver or discharge or
 release that has the effect of changing or which relates to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the definition of “Majority Lenders” in
 clause 1.1 (Definitions);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the definition of “Last Availability Date”
 in clause 1.1 (Definitions);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 an extension to the date of payment of any
 amount under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 a reduction in the Margin or a reduction in
 the amount of any payment of principal, interest, fees or commission payable
 or the rate at which they are calculated;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 an increase in, or an extension of, any
 Commitment;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 a change to the Borrower or any other
 Obligor;

 


97









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 any provision which expressly requires the
 consent or approval of all the Lenders;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (h)

 	
 clause 2.2
 (Finance Parties’ rights and obligations), clause 30 (Changes to the Lenders), clause 34.1 (Payments to Finance Parties) or this
 clause 41;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the order of distribution under clause 35.5 (Partial payments);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (j)

 	
 the order of distribution under clause
 32.22 (Order of application);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (k)

 	
 the currency in which any amount is payable
 under any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (I)

 	
 the nature or scope of the Charged Property
 or the manner in which the proceeds of enforcement of the Security Documents
 are distributed;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (m)

 	
 the circumstances in which the security
 constituted by the Security Documents are permitted or required to be
 released under any of the Finance Documents; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 shall not be made without the
 prior consent of all the Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2.2

 	
  

 	
 Amendments to or waivers in respect of the
 Hedging Contracts may only be agreed by the Hedging Provider.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2.3

 	
  

 	
 An amendment or waiver which relates to the
 rights or obligations of the Agent, the Security Agent or the Arranger in
 their respective capacities as such (and not just as a Lender) may not be
 effected without the consent of the Agent, Security Agent or the Arranger (as
 the case may be).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2.4

 	
  

 	
 Notwithstanding clauses 41.1 (Required consents) and 41.2.1 to
 41.2.3 (inclusive), the Agent may make technical amendments to the Finance
 Documents arising out of manifest errors on the face of the Finance
 Documents, where such amendments would not prejudice or otherwise be adverse
 to the interests of any Finance Party without any reference or consent of the
 Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.3

 	
  

 	
 Releases

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with the approval of the Lenders or
 as is expressly permitted or required by the Finance Documents, the Agent
 shall not have authority to authorise the Security Agent to release:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any Charged Property from the security
 constituted by any Security Document; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any Obligor from any of its guarantee or
 other obligations under any Finance Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 42 

 	
  

 	
 Counterparts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Finance Document may be executed in
 any number of counterparts, and this has the same effect as if the signatures
 on the counterparts were on a single copy of the Finance Document.

 


98





SECTION 11 -
GOVERNING LAW AND ENFORCEMENT


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 43

 	
  

 	
 Governing law

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44

 	
  

 	
 Enforcement

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.1

 	
  

 	
 Jurisdiction of
 English courts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.1.1

 	
  

 	
 The courts of England have exclusive
 jurisdiction to settle any dispute arising out of or in connection with this
 Agreement or any non-contractual obligations connected with it (including a
 dispute regarding the existence, validity or termination of this Agreement)
 (a Dispute).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.1.2

 	
  

 	
 The Parties agree that the courts of
 England are the most appropriate and convenient courts to settle Disputes and
 accordingly no Party will argue to the contrary.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.1.3

 	
  

 	
 This clause 44.1 is for the benefit of the
 Finance Parties only. As a result, no Finance Party shall be prevented from
 taking proceedings relating to a Dispute in any other courts with
 jurisdiction. To the extent allowed by law, the Finance Parties may take
 concurrent proceedings in any number of jurisdictions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 44.2

 	
  

 	
 Service of process

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without prejudice to any other mode of
 service allowed under any relevant law, each Obligor which is a Party:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 irrevocably appoints the person named in
 Schedule 1 (The original parties)
 as that Obligor’s English process agent as its agent for service of process
 in relation to any proceedings before the English courts in connection with
 any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 agrees that failure by a process agent to
 notify the relevant Obligor of the process will not invalidate the
 proceedings concerned; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 if any person appointed as process agent
 for an Obligor is unable for any reason to act as agent for service of
 process, that Obligor must immediately (and in any event within ten days of
 such event taking place) appoint another agent on terms acceptable to the
 Agent. Failing this, the Agent may appoint another agent for this purpose.

 


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


99






Schedule 1

The original parties


Borrower


	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
 GAS-seven Ltd.

 
	
 Jurisdiction
 of incorporation

 	
  

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
  

 	
 45254

 
	
 English
 process agent (if not incorporated in England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton

 HM11, Bermuda

 
	
 Address
 for service of notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o GasLog Monaco

 SAM, Gildo Pastor Center, 7, rue du Gabian, 
MC98000, Monaco

 
	
  

 	
  

 	
  

 
	
 GasLog (as Guarantor)

 
	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
 GasLog Ltd.

 
	
 Jurisdiction
 of incorporation

 	
  

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
  

 	
 33928

 
	
 English
 process agent (if not incorporated in England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton

 HM11, Bermuda

 
	
 Address
 for service of notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o GasLog Monaco

 SAM, Gildo Pastor Center, 7, rue du Gabian, 
MC98000, Monaco

 
	
  

 	
  

 	
  

 
	
 GasLog Carriers (as Guarantor)

 
	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
 GasLog Carriers Ltd.

 
	
 Jurisdiction
 of incorporation

 	
  

 	
 Bermuda

 
	
 Registration
 number (or equivalent, if any)

 	
  

 	
 41493

 
	
 English
 process agent (if not incorporated in England)

 	
  

 	
 Unisea Maritime Ltd

 
	
 Registered
 office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton

 HM11, Bermuda

 
	
 Address
 for service of notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o GasLog Monaco

 SAM, Gildo Pastor Center, 7, rue du Gabian, 
MC98000, Monaco

 


100





The Original Lenders


	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Credit
 Suisse AG

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Facility
 Office, address, fax number and attention details for notices

 	
  

 	
 St. Alban-Graben
 1-3 

 P.O. Box 

 CH-4002 Basel 

 Switzerland

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No:
   +41 61 266 7939 

 Attention: The Manager

 
	
  

 	
  

 	
  

 
	
 Commitment
 ($)

 	
  

 	
 144,000,000

 
	
  

 	
  

 	
  

 
	
 TOTAL
 ($)

 	
  

 	
 144,000,000

 
	
  

 	
  

 	
  

 
	
 The Agent

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Credit
 Suisse AG

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Facility
 Office, address, fax number and attention details for notices

 	
  

 	
 St. Alban-Graben
 1-3 

 P.O. Box 

 CH-4002 Basel 

 Switzerland

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No:
   +41 61 266 7939 

 Attention: The Manager

 


101





The Security Agent


	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Credit
 Suisse AG

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Facility
 Office, address, fax number and attention details for notices

 	
  

 	
 St. Alban-Graben
 1-3 

 P.O. Box 

 CH-4002 Basel 

 Switzerland

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No:
   +41 61 266 7939 

 Attention: The Manager

 
	
  

 	
  

 	
  

 
	
 The Hedging Provider

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Credit
 Suisse AG

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Facility
 Office, address, fax number and attention details for notices

 	
  

 	
 Credit Suisse AG 

 Uetlibergstrasse 231 

 8070 Zurich 

 Switzerland

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax No:
   +41 (0)44 333 8445 

 Attention: General Counsel Switzerland 

                 (YLSD)

 


102





Schedule 2

Ship information


	
  

 	
  

 	
  

 
	
 Builder:

 	
  

 	
 Samsung Heavy Industries Co., Ltd.

 
	
 Builder’s
 registered office:

 	
  

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

 
	
 Hull
 Number:

 	
  

 	
 2041

 
	
 Scheduled
 delivery date:

 	
  

 	
 ***** 2013

 
	
  

 	
  

 	
  

 
	
 Date
 and description of Building Contract:

 	
  

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

 
	
 Contract
 Price:

 	
  

 	
 *****

 
	
 Flag
 State

 	
  

 	
 [Bermuda]

 
	
 Time
 Charter description:

 	
  

 	
 Time Charter dated 11 May 2011

 
	
 Maiden
 Charter description:

 	
  

 	
 Maiden Voyage Charter dated 11 May 2011

 
	
 Master
 (Charter) Agreement description:

 	
  

 	
 Master Agreement dated 11 May 2011

 
	
 Charterer:

 	
  

 	
 Shell Tanker Singapore (Private) Limited of
 Singapore, a wholly-owned subsidiary of Royal Dutch Shell plc

 
	
  

 	
  

 	
  

 
	
 Classification:

 	
  

 	
 [*A1, E, Liquefied gas carrier, ship type
 2G (Membrane tank, maximum pressure 25 kPaG and minimum temperature-163°C),
 SH, SH-DLA, SHCM, RES, *AMS, *ACCU, SFA(40), NIBS, *APS, *ES, PORT, POT, CRC,
 DFD, and UWILD.]

 
	
 Classification
 Society:

 	
  

 	
 [American Bureau of Shipping]

 


103






Schedule
3

Conditions precedent


Part
1

Conditions precedent to the Utilisation


	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Original Obligors’ corporate
 documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A copy of the Constitutional Documents of
 each Original Obligor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A copy of a resolution of the board of
 directors of each Original Obligor (or any committee of such board empowered
 to approve and authorise the following matters):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 approving the terms of, and the
 transactions contemplated by, the Finance Documents the Building Contract and
 the Charter Documents (Relevant Documents)
 to which it is a party and resolving that it executes the Relevant Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 authorising a specified person or persons
 to execute the Relevant Documents on its behalf; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 authorising a specified person or persons,
 on its behalf, to sign and/or despatch all documents and notices (including,
 if relevant, the Utilisation Request) to be signed and/or despatched by it
 under or in connection with the Relevant Documents to which it is a party.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If applicable, a copy of a resolution of
 the board of directors of the relevant company, establishing any committee
 referred to in paragraph (b) above and conferring authority on that
 committee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 If a requirement under the Constitutional
 Documents of each Original Obligor or Bermudian law, a copy of a resolution
 signed by all the holders of the issued shares in each Original Obligor,
 approving the terms of, and the transactions contemplated by, the Relevant
 Documents to which such Obligor is a party.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 If a requirement under the Constitutional
 Documents of each Original Obligor or Bermudian law, a copy of a resolution
 of the board of directors of each corporate shareholder of each Original
 Obligor approving the terms of the resolution referred to in paragraph (d)
 above.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 A certificate of each of the Counter
 Guarantors (signed by a director) confirming that borrowing or guaranteeing
 or securing, as appropriate, the Total Commitments would not cause any
 borrowing, guaranteeing or similar limit binding on any other Original
 Obligor to be exceeded.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 A copy of any power of attorney under which
 any person is to execute any of the Relevant Documents on behalf of any
 Original Obligor.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 A certificate of an authorised signatory of
 the relevant Original Obligor certifying that each copy document relating to
 it specified in this Part 1 of this Schedule is correct, complete and in full
 force and effect as at a date no earlier than the date of this Agreement and
 that any such resolutions or power of attorney have not been revoked.

 
	
  

 	
  

 
	
 2

 	
 Legal opinions

 
	
  

 	
  

 
	
  

 	
 A legal opinion of the legal advisers to
 the Arranger, the Security Agent and the Agent in each jurisdiction in which
 an Obligor is incorporated and/or which is or is to be the Flag State of the 

 


104









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Ship, or in which an Account opened at
 Utilisation is established or which governs any assets which are to be the
 subject of a Security Interest substantially in the form approved by the
 Agent prior to signing this Agreement.

 
	
  

 	
  

 
	
 3

 	
 Other documents and
 evidence

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that any process agent referred to
 in clause 44.2 (Service of process)
 or any equivalent provision of any other Finance Document entered into on or
 before the Utilisation Date, if not an Original Obligor, has accepted its
 appointment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A copy of any other authorisation or other
 document, opinion or assurance which the Agent considers to be necessary or
 desirable (if it has notified the Borrower accordingly) in connection with
 the entry into and performance of the transactions contemplated by any
 Finance Document which is executed on and dated the date of the Agreement or
 for the validity and enforceability of any Finance Document.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Original Financial Statements.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 each of the Charter Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Quiet Enjoyment Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 any Step-in Agreement and/or any
 Multi-party Agreement, each in the form set out in Appendix A and Appendix B,
 respectively, of the Master Agreement; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 a protocol evidencing that all conditions
 precedent to the effectiveness of the Master Agreement have been fully
 satisfied executed as provided in clause 20.4 of the Master Agreement.

 
	
  

 	
  

 
	
 4

 	
 Bank Accounts

 
	
  

 	
  

 
	
  

 	
 Evidence that any Account required to be
 established under clause 25 (Bank
 accounts) has been opened and established, that any Account
 Security in respect of each such Account has been executed and delivered by
 the Borrower in favour of the Security Agent and that any notice required to
 be given to an Account Bank under that Account Security has been given to it
 and acknowledged by it in the manner required by that Account Security and
 that an amount has been credited to it.

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Hedging Master
 Agreement and Hedging Contract Security

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Evidence that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Hedging Master Agreement has been
 executed by the Borrower and the Hedging Provider;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Borrower has executed the Hedging
 Contract Security in favour of the Security Agent; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 


105









	
  

 	
  

 	
  

 	
  

 
	
 6

 	
  “Know your customer”
 information

 
	
  

 	
  

 
	
  

 	
 Such documentation and information as any
 Finance Party may reasonably request through the Agent to comply with “know
 your customer” or similar identification procedures under all laws and
 regulations applicable to that Finance Party.

 
	
  

 	
  

 
	
 7

 	
 Shareholding and Group structure

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence satisfactory to the Agent of the
 ultimate beneficial ownership of the Borrower including a duly completed and
 signed “Swiss Declaration A”.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A copy of the Group structure chart in
 respect of the Group and its members, in all respects acceptable to the
 Agent.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Evidence in all respects satisfactory and
 acceptable to the Agent of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the company being the GasLog HoldCo on the
 date of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 each of the companies being the Counter
 Guarantor A Associates and the Counter Guarantor B Associates, and of their
 percentage and details of shareholding in the GasLog HoldCo as at the date of
 this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Guarantees and
 other Finance Documents

 
	
  

 	
  

 
	
  

 	
 The Counter Guarantees and the Guarantees
 duly executed.

 
	
  

 	
  

 
	
 9

 	
 Subordination

 
	
  

 	
  

 
	
  

 	
 Evidence that any amounts of the Total
 Delivered Cost funded by an Affiliate to the Borrower have been subordinated
 to the amounts owing under the Finance Documents in an approved manner.

 
	
  

 	
  

 
	
 10

 	
 Process Agent

 
	
  

 	
  

 
	
  

 	
 An original or certified true copy of a
 letter from the Obligors’ agent for receipt of service of proceedings
 accepting its appointment under the Finance Documents as the Obligors’
 process agent.

 


106





Part
2

Conditions precedent on Delivery


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 1

 	
 Corporate documents

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A certificate of an authorised signatory of
 the Borrower certifying that each copy document relating to it specified in
 Part 1 of this Schedule remains correct, complete and in full force and
 effect as at a date no earlier than a date approved for this purpose and that
 any resolutions or power of attorney referred to in Part 1 of this Schedule
 in relation to it have not been revoked or amended.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A certificate of an authorised signatory of
 each other Obligor which is party to any of the Original Security Documents
 required to be executed at or before Delivery of the Ship certifying that
 each copy document relating to it specified in Part 1 of this Schedule
 remains correct, complete and in full force and effect as at a date no earlier
 than a date approved for this purpose and that any resolutions or power of
 attorney referred to in Part 1 of this Schedule in relation to it have not
 been revoked or amended.

 
	
  

 	
  

 	
  

 
	
 2

 	
 Security

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The Mortgage and the Deed of Covenant duly
 executed by the Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any Manager’s Undertaking required at
 Delivery pursuant to the Finance Documents duly executed by the Managers of
 the Ship.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Borrower’s Charter Assignment duly
 executed by the Borrower and the GasLog Charter Assignment duly executed by
 GasLog.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Duly executed notices of assignment and
 acknowledgements of those notices as required by any of the above Security
 Documents.

 
	
  

 	
  

 	
  

 
	
 3

 	
 Delivery and
 registration of Ship

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that the Ship:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 is operationally seaworthy and in every way
 fit for service;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 is insured in the manner required by the
 Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 has been delivered, and accepted for
 service, under the Maiden Charter or will be so delivered and accepted
 thereunder within three (3) Business Days of the Delivery Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

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

 


107









	
  

 	
  

 	
  

 
	
 4

 	
 Mortgage registration

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 5

 	
 Insurance

 
	
  

 	
  

 
	
  

 	
 In relation to the Insurances:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 evidence that such Insurances have been
 placed in accordance with clause 22 (Insurance);
 and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 evidence that approved brokers, insurers
 and/or associations have issued or will issue letters of undertaking in
 favour of the Security Agent in an approved form in relation to the
 Insurances.

 
	
  

 	
  

 	
  

 
	
 6

 	
 ISM and ISPS Code

 
	
  

 	
  

 
	
  

 	
 Copies of:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the document of compliance issued in
 accordance with the ISM Code to the person who is the operator of the Ship
 for the purposes of that code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the international ship security certificate
 in respect of the Ship issued under the ISPS Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 if so requested by the Agent, any other
 certificates issued under any applicable code required to be observed by the
 Ship or in relation to its operation under any applicable law.

 
	
  

 	
  

 	
  

 
	
 7

 	
 Value of security

 
	
  

 	
  

 
	
  

 	
 Valuations of the Ship (issued not more
 than 30 days before the Utilisation Date) and obtained (not more than 10 days
 before the Utilisation Date) in accordance with clause 23 (Minimum security value) showing that the
 Security Value (relative to the Ship) will be not less than 120% of the
 aggregate of (a) the Loan and (b) the Swap Exposure upon execution of the
 Security Documents specified in paragraph 2
 (Security) of this Part 2 of this Schedule, and upon the
 Utilisation being made.

 
	
  

 	
  

 
	
 8

 	
 Construction
 matters

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Evidence that the Contract Price of the
 Ship (as adjusted in accordance with the Building Contract) will have been
 paid upon the Utilisation being made (with the Borrower having provided its
 equity to the Agent prior to the Utilisation Date) and that the Builder will
 not have any lien or other right to detain the Ship on its Delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The original or a copy, certified by an
 approved person to be a true and complete copy, of the builder’s certificate
 and any bill of sale conveying title to the Ship to the Borrower and the
 protocol of delivery and acceptance, commercial invoice and any other
 delivery documentation required under the Building Contract.

 


108









	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 An itemised breakdown satisfactory to the
 Agent showing any part of the Total Delivered Cost other than the Contract
 Price together with evidence satisfactory to the Agent that such part has
 been incurred by the Borrower and has been paid in full or (as the case may
 be) will be paid in full with the proceeds of the Utilization.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Evidence that any amounts of the Total
 Delivered Cost funded by an Affiliate to the Borrower have been subordinated
 to the amounts owing under the Finance Documents in an approved manner.

 
	
  

 	
  

 	
  

 
	
 9

 	
 Fees and expenses

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 10

 	
 Survey report

 
	
  

 	
  

 
	
  

 	
 (if required by the Agent) a survey report
 from approved surveyors obtained not more than 10 days before the Utilisation
 Date evidencing that the Ship is seaworthy and capable of safe operation.

 
	
  

 	
  

 	
  

 
	
 11

 	
 Environmental
 matters

 
	
  

 	
  

 
	
  

 	
 (Promptly as of Delivery) Copies of the
 Ship’s certificate of financial responsibility and vessel response plan
 required under United States law and evidence of their approval by the
 appropriate United States government entity and (if requested by the Agent)
 an environmental report in respect of the Ship from an approved person.

 
	
  

 	
  

 
	
 12

 	
 Consents

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 13

 	
 Management
 Agreement

 
	
  

 	
  

 	
  

 
	
  

 	
 A copy, certified by an approved person to
 be a true and complete copy, of the agreement between the Borrower and each
 Manager, relating to the appointment of such Manager and the management
 services to be provided by it to the Borrower in respect of the Ship.

 
	
  

 	
  

 
	
 14

 	
 Legal opinions

 
	
  

 	
  

 	
  

 
	
  

 	
 A legal opinion of the legal advisers to
 the Arranger, the Security Agent and the Agent in Korea and also each
 jurisdiction in which an Obligor is incorporated and/or which is or is to be
 the Flag State of the Ship, or which governs any assets which are to be the
 subject of a Security Interest substantially in the form approved by the
 Agent prior to Delivery.

 


109





Schedule 4 

Utilisation Request


	
  

 	
  

 
	
 From:

 	
 GAS-seven Ltd.

 
	
 To:

 	
 Credit Suisse AG

 
	
 Dated:

 	
 [●]

 



Dear Sirs


$144,000,000

Facility Agreement dated [●] 2012 (the “Agreement”)


	
  

 	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a
 Utilisation Request. Terms defined in the Agreement have the same meaning in
 this Utilisation Request unless given a different meaning in this Utilisation
 Request.

 
	
  

 	
  

 
	
 2

 	
 We wish to borrow the Loan on the following
 terms:

 
	
  

 	
  

 	
  

 
	
  

 	
 Proposed Utilisation Date:

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

 
	
  

 	
 Amount:

 	
 $144,000,000

 
	
  

 	
  

 	
 [Note:
 the maximum amount to be advanced is 70% of the Total Delivered Cost]

 
	
  

 	
  

 	
  

 
	
 3

 	
 We confirm that each condition specified in
 clause 4.4 (Further conditions precedent)
 is satisfied on the date of this Utilisation Request.

 
	
  

 	
  

 
	
 4

 	
 The purpose of the Loan is [specify
 purpose complying with clause 3 of the Agreement] and
 its proceeds should be credited to [●][specify
 account].

 
	
  

 	
  

 
	
 5

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

 
	
  

 	
  

 
	
 6

 	
 This Utilisation Request is irrevocable.

 


Yours faithfully


	
  

 
	

 


 
	
 authorised
 signatory for

 
	
 GAS-seven
 Ltd.

 


110





Schedule 5 

Selection Notice


	
  

 	
  

 
	
 From:

 	
 GAS-seven Ltd.

 
	
 To:

 	
 Credit Suisse AG

 
	
 Dated:

 	
 [●]

 



Dear Sirs


$144,000,000


Facility
Agreement dated [●] 2012 (the “Agreement”)


	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a
 Selection Notice. Terms defined in the Agreement have the same meaning in
 this Selection Notice unless given a different meaning in this Selection
 Notice.

 
	
  

 	
  

 
	
 2

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

 
	
  

 	
  

 
	
 3

 	
 This Selection Notice is irrevocable.

 


Yours faithfully


	
  

 
	

 


 
	
 authorised
 signatory for

 
	
 GAS-seven
 Ltd.

 


111





Schedule 6 

Mandatory Cost Formula


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 The Mandatory Cost is an addition to the
 interest rate to compensate Lenders for the cost of compliance with (a) the
 requirements of the Bank of England and/or the Financial Services Authority
 (or, in either case, any other authority which replaces all or any of its
 functions) or (b) the requirements of the European Central Bank.

 
	
  

 	
  

 
	
 2

 	
 On the first day of each Interest Period
 (or as soon as possible thereafter) the Agent shall calculate, as a
 percentage rate, a rate (the “Additional
 Cost Rate”) for each Lender, in accordance with the paragraphs set
 out below. The Mandatory Cost will be calculated by the Agent as a weighted
 average of the Lenders’ Additional Cost Rates (weighted in proportion to the
 percentage participation of each Lender in the relevant Loan) and will be
 expressed as a percentage rate per annum.

 
	
  

 	
  

 
	
 3

 	
 The Additional Cost Rate for any Lender
 lending from a Facility Office in a Participating Member State or in
 Switzerland will be the percentage notified by that Lender to the Agent. This
 percentage will be certified by that Lender in its notice to the Agent to be
 its reasonable determination of the cost (expressed as a percentage of that
 Lender’s participation in all Loans made from that Facility Office) of complying
 with the minimum reserve requirements of the European Central Bank or the
 Central Bank of Switzerland (as the case may be) in respect of loans made
 from that Facility Office.

 
	
  

 	
  

 
	
 4

 	
 The Additional Cost Rate for any Lender
 lending from a Facility Office in the United Kingdom will be calculated by
 the Agent as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to a sterling Loan:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	


 	
  per cent. per annum

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	


 	
  per cent. per annum.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Where:

 
	
  

 	
  

 	
  

 
	
 A.

 	
 is the percentage of Eligible Liabilities
 (assuming these to be in excess of any stated minimum) which that Lender is
 from time to time required to maintain as an interest free cash ratio deposit
 with the Bank of England to comply with cash ratio requirements.

 
	
  

 	
  

 
	
 B.

 	
 is the percentage rate of interest
 (excluding the Margin and the Mandatory Cost) and, if the Loan is an Unpaid
 Sum, the additional rate of interest specified in clause 8.3.1 (Default interest) payable for the
 relevant Interest Period on the Loan.

 
	
  

 	
  

 
	
 C.

 	
 is the percentage (if any) of Eligible
 Liabilities which that Lender is required from time to time to maintain as
 interest bearing Special Deposits with the Bank of England.

 
	
  

 	
  

 
	
 D.

 	
 is the percentage rate per annum payable by
 the Bank of England to the Agent on interest bearing Special Deposits.

 
	
  

 	
  

 
	
 E.

 	
 is designed to compensate Lenders for
 amounts payable under the Fees Rules and is calculated by the Agent as being
 the average of the most recent rates of charge supplied by the Reference Banks
 to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

 


112









	
  

 	
  

 	
  

 
	
 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 activity group A.1
 Deposit acceptors (ignoring any minimum fee or zero rated fee required
 pursuant to the Fees Rules but taking into account any applicable discount
 rate); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
  “Tariff Base”
 has the meaning given to it in, and will be calculated in accordance with,
 the Fees Rules.

 
	
  

 	
  

 	
  

 
	
 6

 	
 In application of the above formulae, A, B,
 C and D will be included in the formulae as percentages (i.e., five per cent.
 will be included in the formula as five and not as 0.05). A negative result
 obtained by subtracting D from B shall be taken as zero. The resulting
 figures shall be rounded to four decimal places.

 
	
  

 	
  

 
	
 7

 	
 If requested by the Agent, each Reference
 Bank shall, as soon as practicable after publication by the Financial
 Services Authority, supply to the Agent, the rate of charge payable by that
 Reference Bank to the Financial Services Authority pursuant to the Fees Rules
 in respect of the relevant financial year of the Financial Services Authority
 (calculated for this purpose by that Reference Bank as being the average of
 the Fee Tariffs applicable to that Reference Bank for that financial year)
 and expressed in pounds per £1,000,000 of the Tariff Base of that Reference
 Bank.

 
	
  

 	
  

 
	
 8

 	
 Each Lender shall supply any information
 required by the Agent for the purpose of calculating its Additional Cost
 Rate. In particular, but without limitation, each Lender shall supply the
 following information on or prior to the date on which it becomes a Lender:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the jurisdiction of its Facility Office;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any other information that the Agent may
 reasonably require for such purpose.

 
	
  

 	
  

 	
  

 
	
  

 	
 Each Lender shall promptly notify the Agent
 of any change to the information provided by it pursuant to this paragraph.

 
	
  

 	
  

 
	
 9

 	
 The percentages of each Lender for the
 purpose of A and C above and the rates of charge of each Reference Bank for
 the purpose of E above shall be determined by the Agent based upon the
 information supplied to it pursuant to paragraphs 7 and 8 above and on the
 assumption that, unless a Lender notifies the Agent to the contrary, each
 Lender’s obligations in relation to cash ratio deposits and Special Deposits
 are the same as those of a typical bank from its jurisdiction of
 incorporation with a Facility Office in the same jurisdiction as its Facility
 Office.

 
	
  

 	
  

 
	
 10

 	
 The Agent shall have no liability to any
 person if such determination results in an Additional Cost Rate which over or
 under compensates any Lender and shall be entitled to assume that the
 information provided by any Lender or Reference Bank pursuant to paragraphs
 3, 7 and 8 above is true and correct in all respects.

 
	
  

 	
  

 
	
 11

 	
 The Agent shall distribute the additional
 amounts received as a result of the Mandatory Cost to the Lenders on the
 basis of the Additional Cost Rate for each Lender based on the information
 provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7
 and 8 above.

 
	
  

 	
  

 
	
 12

 	
 Any determination by the Agent pursuant to
 this Schedule in relation to a formula, the Mandatory Cost, an Additional
 Cost Rate or any amount payable to a Lender shall, in the absence of manifest
 error, be conclusive and binding on all Parties.

 


113









	
  

 	
  

 
	
 13

 	
 The Agent may from time to time, after
 consultation with the Borrower and the Lenders, determine and notify to all
 Parties any amendments which are required to be made to this Schedule in
 order to comply with any change in law, regulation or any requirements from time
 to time imposed by the Bank of England, the Financial Services Authority, the
 European Central Bank or the Central Bank of Switzerland (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.

 


114





Schedule 7 

Form of Transfer Certificate


To:     [●] as Agent


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


Dated:


$144,000,000
Facility Agreement dated [●] 2012 (the “Agreement”)


	
  

 	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a
 Transfer Certificate. Terms defined in the Agreement have the same meaning in
 this Transfer Certificate unless given a different meaning in this Transfer
 Certificate.

 
	
  

 	
  

 
	
 2

 	
 We refer to clause 30.5 (Procedure for transfer):

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The Existing Lender and the New Lender
 agree to the Existing Lender assigning to the New Lender all or part of the
 Existing Lender’s Commitment rights and assuming the Existing Lender’s
 obligations referred to in the Schedule in accordance with clause 30.5 (Procedure for transfer) and the
 Existing Lender assigns and agrees to assign such rights to the New Lender
 with effect from the Transfer Date]

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The proposed Transfer Date is [●].

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Facility Office and address, fax number
 and attention details for notices of the New Lender for the purposes of
 clause 37.2 (Addresses) are set
 out in the Schedule.

 
	
  

 	
  

 	
  

 
	
 3

 	
 The New Lender expressly acknowledges the
 limitations on the Existing Lender’s obligations set out in clause 30.4.3.

 
	
  

 	
  

 
	
 4

 	
 This Transfer Certificate may be executed
 in any number of counterparts and this has the same effect as if the
 signatures on the counterparts were on a single copy of this Transfer
 Certificate.

 
	
  

 	
  

 
	
 5

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

 


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The Schedule
Commitment/rights
to be assigned and obligations to be assumed

[insert relevant details]

Facility Office
address, fax number

and attention details for notices and account details for payments
[insert relevant details]


	
  

 	
  

 
	
  [Existing Lender]

 	
  [New Lender]

 
	
 By:

 	
 By:

 



This Transfer Certificate is accepted by the
Agent and the Transfer Date is confirmed to be as stated above.
 [Agent]

By:


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SIGNATURES


	
  

 	
  

 
	
 THE BORROWER 

 
	
  

 
	
 GAS-seven Ltd.

 
	
  

 	
  

 
	
 By: /s/ HENRIK BJERREGAARD

 	
  

 
	
  

 	
  

 
	
 THE ARRANGER 

 	
  

 
	
  

 	
  

 
	
 CREDIT SUISSE AG

 	
  

 
	
  

 	
  

 
	
 By: /s/ YIANNIS CHEILAS

 	
  

 
	
  

 	
  

 
	
 THE AGENT 

 	
  

 
	
  

 	
  

 
	
 CREDIT SUISSE AG

 	
  

 
	
  

 	
  

 
	
 By: /s/ YIANNIS CHEILAS

 	
  

 
	
  

 	
  

 
	
 THE SECURITY AGENT 

 	
  

 
	
  

 	
  

 
	
 CREDIT SUISSE AG

 	
  

 
	
  

 	
  

 
	
 By: /s/ YIANNIS CHEILAS

 	
  

 
	
  

 	
  

 
	
 THE LENDERS 

 	
  

 
	
  

 	
  

 
	
 CREDIT SUISSE AG

 	
  

 
	
  

 	
  

 
	
 By: /s/ YIANNIS CHEILAS

 	
  

 
	
  

 	
  

 
	
 THE HEDGING PROVIDER 

 	
  

 
	
  

 	
  

 
	
 CREDIT SUISSE AG

 	
  

 
	
  

 	
  

 
	
 By: /s/ YIANNIS CHEILAS

 	
  

 


117