Exhibit 10.2 


	
  

 	
  

 	
  

 	
  

 
	
 Private &
 Confidential

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated 17 November 2009 (as amended 

 and restated
 on 14 March 2012)

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GAS-two Ltd.

 	
  

 	
  (1)

 
	
  

 	
 arranged by

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DNB BANK ASA

 	
  

 	
  

 
	
  

 	
  (formerly known as DnB NOR BANK ASA)

 	
  

 	
  (2)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NATIONAL BANK OF GREECE S.A.

 	
  

 	
  (3)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 UBS AG

 	
  

 	
  (4)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 with

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DNB BANK ASA

 	
  

 	
  

 
	
  

 	
  (formerly known as DnB NOR BANK ASA)

 	
  

 	
  (5)

 
	
  

 	
 as Agent

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DNB BANK ASA

 	
  

 	
  

 
	
  

 	
  (formerly known as DnB NOR BANK ASA)

 	
  

 	
  (6)

 
	
  

 	
 as Security Agent

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
 FACILITY AGREEMENT

 	
  

 	
  

 
	
  

 	
 $147,500,000 Loan Facility

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	



 









Contents


	
  

 	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Definitions and
 interpretation

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 2

 	
 The Facility

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 Purpose

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Conditions of
 Utilisation

 	
  

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Utilisation

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
 Repayment

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
 Illegality,
 prepayment and cancellation

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Interest

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 Interest Periods

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 Changes to the
 calculation of interest

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 Fees

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 Tax gross-up and
 indemnities

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 Increased Costs

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 Other indemnities

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 Mitigation by the
 Lenders

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
 Costs and expenses

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 17

 	
 Representations

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
 18

 	
 Information
 undertakings

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
 General
 undertakings

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
 Construction
 period

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
 Dealings with Ship

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
 Condition and
 operation of Ship

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
 Insurance

 	
  

 	
 54

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
 Minimum security
 value

 	
  

 	
 57

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
 Chartering
 undertakings

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
 Bank accounts

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 27

 	
 Business
 restrictions

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
 28

 	
 Events of Default

 	
  

 	
 65

 













	
  

 	
  

 	
  

 	
  

 
	
 29

 	
 Changes to the
 Lenders

 	
  

 	
 70

 
	
  

 	
  

 	
  

 	
  

 
	
 30

 	
 Changes to the
 Obligors

 	
  

 	
 73

 
	
  

 	
  

 	
  

 	
  

 
	
 31

 	
 Roles of Agent,
 Security Agent and Arranger

 	
  

 	
 74

 
	
  

 	
  

 	
  

 	
  

 
	
 32

 	
 Conduct of
 business by the Finance Parties

 	
  

 	
 85

 
	
  

 	
  

 	
  

 	
  

 
	
 33

 	
 Sharing among the
 Finance Parties

 	
  

 	
 87

 
	
  

 	
  

 	
  

 	
  

 
	
 34

 	
 Payment mechanics

 	
  

 	
 89

 
	
  

 	
  

 	
  

 	
  

 
	
 35

 	
 Set-off

 	
  

 	
 91

 
	
  

 	
  

 	
  

 	
  

 
	
 36

 	
 Notices

 	
  

 	
 91

 
	
  

 	
  

 	
  

 	
  

 
	
 37

 	
 Calculations and
 certificates

 	
  

 	
 93

 
	
  

 	
  

 	
  

 	
  

 
	
 38

 	
 Partial invalidity

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 39

 	
 Remedies and
 waivers

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 40

 	
 Amendments and
 grant of waivers

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 41

 	
 Counterparts

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 42

 	
 Governing law

 	
  

 	
 95

 
	
  

 	
  

 	
  

 	
  

 
	
 43

 	
 Enforcement

 	
  

 	
 95

 
	
  

 	
  

 	
  

 
	
 Schedule 1
 The original parties

 	
  

 	
 96

 
	
  

 	
  

 	
  

 
	
 Schedule 2
 Ship information

 	
  

 	
 99

 
	
  

 	
  

 	
  

 
	
 Schedule 3
 Conditions precedent

 	
  

 	
 100

 
	
  

 	
  

 	
  

 
	
 Schedule 4
 Utilisation Request

 	
  

 	
 106

 
	
  

 	
  

 	
  

 
	
 Schedule 5
 Selection Notice

 	
  

 	
 107

 
	
  

 	
  

 	
  

 
	
 Schedule 6
 Mandatory Cost Formula

 	
  

 	
 108

 
	
  

 	
  

 	
  

 
	
 Schedule 7 Form
 of Transfer Certificate

 	
  

 	
 111

 












	
  

 	
  

 	
  

 	
  

 	
  

 
	
               THIS
 AGREEMENT is dated 17 November 2009 (as amended and restated on 14 March 2012) and made
 between:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (1)

 	
  

 	
 GAS-two Ltd. (the Borrower);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (2)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (3)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (4)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (5)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
                IT IS AGREED as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 1 - INTERPRETATION

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1

 	
  

 	
 Definitions and interpretation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 



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).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Basel 2 Accord means the “International
 Convergence of Capital Measurement and Capital Standards, a Revised
 Framework” published by the Basel Committee on Banking Supervision in June
 2004 in the form existing on the date of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 exceeds:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 



2









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Commitment means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Counter
 Guarantor Subsidiary means the Subsidiary of Counter Guarantor A
 designated in the Counter Guarantee executed by Counter Guarantor A.

 



3









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Defaulting
 Lender means any Lender:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 which has otherwise rescinded or repudiated a Finance Document; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 its failure to pay is caused by:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 administrative or technical error; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 a Disruption Event; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Disruption Event means either or both of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 from performing its payment obligations under the Finance Documents;
 or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 



4








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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 Fleet Vessel in circumstances where:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


5









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Financial
 Indebtedness means any indebtedness for or in respect of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 moneys borrowed;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (j)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the date falling three months after the Delivery Date. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 



6









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 GAAP means International Accounting
 Standards, International Financial Reporting Standards and related
 interpretations as amended, supplemented, issued or adopted from 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
 Guarantee means the guarantee, executed by GasLog in favour of the Security
 Agent in the agreed form.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Indemnified Person means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 each Affiliate of those persons; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 institutes or has instituted against it, by a regulator, supervisor
 or any similar official with primary insolvency, rehabilitative or regulatory
 jurisdiction over it in the jurisdiction of its incorporation or organisation
 or the jurisdiction of its head or home office, a proceeding seeking a
 judgment of insolvency or bankruptcy or any other relief under any bankruptcy
 

 


7









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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).

 



8









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Legal Reservations means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lender means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any Original Lender; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 



9








	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the applicable Screen Rate; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Major
 Casualty Amount means $3,000,000 (or the equivalent in any other
 currency).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Margin means 2.75% per annum.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Minimum Value means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Financial Statements means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the audited financial statements of the Borrower, each of the
 Guarantors, the Counter Guarantor Subsidiary and the Counter Guarantor A for
 their respective financial years ended 31 December 2008.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Security Documents means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Pre-Delivery Security Assignment;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Counter Guarantees and the Guarantees;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Mortgage;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 the Deed of Covenant;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 the Share Security;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 the Charter Assignment;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 the Account Security; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Party means a party to this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Permitted
 Maritime Liens means, in relation to a vessel:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 any lien on such vessel for salvage.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


11









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 a Permitted Maritime Lien; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 approved by the Majority Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reference
 Banks
 means the principal offices in London, Athens and Zurich respectively of DNB
 Bank ASA, National Bank of Greece S.A. and UBS AG or such other banks as may
 be appointed by the Agent with the consent of the Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 



12









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Relevant
 Jurisdiction means, in relation to an Obligor:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 its jurisdiction of incorporation;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any jurisdiction where it conducts its business; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Repayment Date means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the First Repayment Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the Final Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Restatement
 Date
 means the date upon which this Agreement is amended and restated, being          2012.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Security Documents means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Original Security Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 


13









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subsidiary of a person means any other
 person:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 directly or indirectly controlled by such person; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 hijacking or theft for more than 60 days.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 


14









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the date 180 days after its Total Loss Date; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the proposed Transfer Date specified in the Transfer Certificate; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the date on which the Agent executes the Transfer Certificate.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trust
 Property means, collectively:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Utilisation means the making of an Advance.

 


15









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2

 	
  

 	
 Construction

 
	
  

 	
  

 	
  

 
	
 1.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 a time of day are to London time;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 agreed form
 means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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:

 


16









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (C)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and controlled shall be construed accordingly;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (m)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (n)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (o)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (p)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (q)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (r)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (s)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (t)

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

 


17









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (u)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (w)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (y)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (z)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (aa)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (bb)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (cc)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 1.2.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.2.6

 	
  

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

 


18









	
  

 	
  

 	
  

 
	
 1.3

 	
  

 	
 Third party rights

 
	
  

 	
  

 	
  

 
	
 1.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.3.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.4

 	
  

 	
 Finance Documents

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.5

 	
  

 	
 Conflict of documents

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


19






SECTION 2 - THE FACILITY


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 The Facility

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
  

 	
 The Facility

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2

 	
  

 	
 Finance Parties’ rights and obligations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3

 	
  

 	
 Pre-Delivery Available Facility

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.4

 	
  

 	
 Delay in the Delivery Date

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 Purpose

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
  

 	
 Purpose

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.2

 	
  

 	
 Use before Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.3

 	
  

 	
 Use on Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


20









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.4

 	
  

 	
 Monitoring

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4

 	
  

 	
 Conditions of
 Utilisation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
  

 	
 Conditions precedent before Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.2

 	
  

 	
 Conditions precedent on Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.3

 	
  

 	
 Notice to Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.4

 	
  

 	
 Further conditions precedent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.5

 	
  

 	
 Waiver of conditions precedent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


21





SECTION 3 - UTILISATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 Utilisation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
 Delivery of a
 Utilisation Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.2

 	
  

 	
 Completion of a Utilisation Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.2.2

 	
  

 	
 Only one Advance may be requested in each Utilisation Request.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.3

 	
  

 	
 Currency and amount

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4

 	
  

 	
 Lenders’ participation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.4.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.5

 	
  

 	
 Condition
 subsequent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


22









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 REPAYMENT, PREPAYMENT AND CANCELLATION

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.2

 	
  

 	
 Scheduled repayment of Facility

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 
	
 Repayment Date

 	
 Amount $

 
	


 	


 
	
 First

 	
 2,912,549

 
	
  

 	
  

 
	
 Second

 	
 2,956,238

 
	
  

 	
  

 
	
 Third

 	
 3,000,581

 
	
  

 	
  

 
	
 Fourth

 	
 3,045,590

 
	
  

 	
  

 
	
 Fifth

 	
 3,091,274

 
	
  

 	
  

 
	
 Sixth

 	
 3,137,643

 
	
  

 	
  

 
	
 Seventh

 	
 3,184,707

 
	
  

 	
  

 
	
 Eighth

 	
 3,232,478

 
	
  

 	
  

 
	
 Ninth

 	
 3,280,965

 
	
  

 	
  

 
	
 Tenth

 	
 3,330,180

 
	
  

 	
  

 
	
 Eleventh

 	
 3,380,132

 
	
  

 	
  

 
	
 Twelfth

 	
 3,430,834

 
	
  

 	
  

 
	
 Thirteenth

 	
 3,482,297

 
	
  

 	
  

 
	
 Fourteenth

 	
 106,034,531

 
	
  

 	
  

 
	
 Total

 	
 147,500,000

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.3

 	
  

 	
 Adjustment of scheduled repayments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


23









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 reduction in the Total Commitments (except in the case of a
 prepayment under clause 7.4 (Fixed Rate Differential Amount Prepayment)
 where the reduction shall be treated as reducing the instalments in inverse
 chronological order by its aggregate amount).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Illegality,
 prepayment and cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
  

 	
 Illegality

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.2

 	
  

 	
 Voluntary cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.3

 	
  

 	
 Voluntary prepayment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.4

 	
  

 	
 Fixed Rate Differential Amount Prepayment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5

 	
  

 	
 Right of cancellation and prepayment in
 relation to a single Lender

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5.2

 	
  

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

 


24









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.5.4

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.6

 	
  

 	
 Total Loss

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On the Total Loss Repayment Date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the Total Commitments will be reduced to zero; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 the Borrower shall prepay the Loan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.7

 	
  

 	
 Mandatory pre-delivery cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, prior to Delivery:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 Delivery has not occurred by the Last Availability Date,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.8

 	
  

 	
 Automatic cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9

 	
  

 	
 Restrictions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.1

 	
  

 	
 Any notice of cancellation or prepayment given by any Party under
 this clause 7 shall be irrevocable and, unless a contrary indication appears
 in this Agreement, shall specify the date 

 


25









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or dates upon which the relevant cancellation or prepayment is to be
 made and the amount of that cancellation or prepayment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.9.7

 	
  

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

 


26





SECTION
4 - COSTS OF UTILISATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
 Calculation of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Margin; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 LIBOR; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Mandatory Cost, if any.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
  

 	
 Payment of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3

 	
  

 	
 Default interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.4

 	
  

 	
 Notification of rates of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Interest Periods

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
  

 	
 Selection of Interest Periods

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.1

 	
  

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

 


27









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.5

 	
  

 	
 No Interest Period shall extend beyond the Final Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Interest Periods overrunning Repayment
 Dates

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.3

 	
  

 	
 Non-Business Days

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Changes to the
 calculation of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
  

 	
 Absence of quotations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2

 	
  

 	
 Market disruption

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Margin; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 


28









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.2

 	
  

 	
 In this Agreement “Market Disruption Event” means that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Alternative basis of interest or funding

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4

 	
  

 	
 Break Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Fees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1

 	
  

 	
 Commitment commission

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.2

 	
  

 	
 Arrangement fee

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.3

 	
  

 	
 Agency fee

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


29






SECTION 5 - ADDITIONAL PAYMENT
OBLIGATIONS


	
  

 	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Tax gross-up and indemnities

 
	
  

 	
  

 	
  

 	
  

 
	
 12.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 	
  

 
	
 12.1.1

 	
  

 	
 In this Agreement:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2

 	
  

 	
 Tax gross-up

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.2.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Tax indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
 12.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 12.3.2

 	
  

 	
 Clause 12.3.1 above shall not apply:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 with respect to
 any Tax assessed on a Finance Party:

 


30









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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.

 
	
  

 	
  

 	
  

 
	
 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 

 


31









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or any change in (or in the interpretation, administration or
 application of) any law or regulation or (b) compliance with any law or
 regulation in either case made after the date of this Agreement.

 
	
  

 	
  

 	
  

 
	
 13.1.2

 	
  

 	
 In this Agreement Increased
 Costs means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 an additional or
 increased cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
  

 	
 Increased
 Cost claims

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.3

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 compensated for by
 the payment of the Mandatory Cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 14

 	
  

 	
 Other
 indemnities

 
	
  

 	
  

 	
  

 
	
 14.1

 	
  

 	
 Currency
 indemnity

 
	
  

 	
  

 	
  

 
	
 14.1.1

 	
  

 	
 If any sum due from an Obligor under the Finance Documents (a Sum),
 or any order, judgment or award given or made in relation to a Sum, has to be
 converted from the currency (the First Currency) in which that Sum is
 payable into another currency (the Second Currency) for the purpose of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


32









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 14.1.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 14.2

 	
  

 	
 Other
 indemnities

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the occurrence of
 any Event of Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Indemnity
 to the Agent and the Security Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 investigating any
 event which it reasonably believes is a Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4

 	
  

 	
 Indemnity
 concerning security

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any claim (whether relating to the environment or otherwise) made or
 asserted against the Indemnified Person which would not have arisen but for
 the execution or  

 


33








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Costs
 and expenses

 
	
  

 	
  

 	
  

 
	
 16.1

 	
  

 	
 Transaction
 expenses

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly within five Business Days of demand pay
 the Agent and the Arrangers and the Security Agent the amount of all costs
 and expenses (including fees, costs and expenses of legal advisers and,
 subject to clause 23.17, insurance and other consultants and advisers)
 reasonably incurred by any of them (and by any Receiver) in connection with
 the 

 


34









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 negotiation, preparation, printing, execution, syndication,
 registration and perfection and any release, discharge or reassignment of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.2

 	
  

 	
 Amendment costs

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.3

 	
  

 	
 Enforcement and preservation costs

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


35






SECTION 6 - REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 Representations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.1

 	
  

 	
 Status

 
	
  

 	
  

 	
  

 
	
 17.1.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.1.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.2

 	
  

 	
 Binding
 obligations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.3

 	
  

 	
 Power
 and authority

 
	
  

 	
  

 	
  

 
	
 17.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.4

 	
  

 	
 Non-conflict

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Constitutional
 Documents of any Obligor or the Manager; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


36









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5

 	
  

 	
 Validity
 and admissibility in evidence

 
	
  

 	
  

 	
  

 
	
 17.5.1

 	
  

 	
 All authorisations
 required or desirable:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.6

 	
  

 	
 Governing law and enforcement

 
	
  

 	
  

 	
  

 
	
 17.6.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.6.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7

 	
  

 	
 Information

 
	
  

 	
  

 	
  

 
	
 17.7.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.7.6

 	
  

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

 


37









	
  

 	
  

 	
  

 
	
 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 relevant Group (consolidated in the case of such Group) during the
 relevant financial year.

 
	
  

 	
  

 	
  

 
	
 17.8.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.9

 	
  

 	
 Pari passu ranking

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.10

 	
  

 	
 Ranking and effectiveness of security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.11

 	
  

 	
 No insolvency

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.12

 	
  

 	
 No filing or stamp taxes

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.13

 	
  

 	
 Deduction of Tax

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.14

 	
  

 	
 No Default

 
	
  

 	
  

 	
  

 
	
 17.14.1

 	
  

 	
 No Default is continuing or is reasonably likely to result from the
 making of any Utilisation or the entry into, the performance of, or any
 transaction contemplated by, any Finance Document and 

 


38









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any Charter Document or Building Contract Document and no breach has
 occurred by the Borrower of any Charter Documents or Building Contract
 Document.

 
	
  

 	
  

 	
  

 
	
 17.14.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.15

 	
  

 	
 No proceedings pending or threatened

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.16

 	
  

 	
 No breach of laws

 
	
  

 	
  

 	
  

 
	
 17.16.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.16.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 
	
 17.17.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 
	
 17.18.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.19

 	
  

 	
 Security and Financial Indebtedness

 
	
  

 	
  

 	
  

 
	
 17.19.1

 	
  

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

 


39









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.19.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.20

 	
  

 	
 Legal and beneficial ownership

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.21

 	
  

 	
 Shares

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.22

 	
  

 	
 Accounting Reference Date

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23

 	
  

 	
 No adverse consequences

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.24

 	
  

 	
 Copies of documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.25

 	
  

 	
 No breach of any Building Contract Document
 or Charter Document

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.26

 	
  

 	
 No immunity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


40









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.27

 	
  

 	
 Ship
 status

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 operationally seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 insured in the
 manner required by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.28

 	
  

 	
 Ship’s
 employment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 be free of any
 charter commitment other than the Charter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.29

 	
  

 	
 Address
 commission

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.30

 	
  

 	
 Other
 Finance Arrangements

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.31

 	
  

 	
 Times
 when representations are made

 
	
  

 	
  

 	
  

 
	
 17.31.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 this Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the first
 Utilisation Request; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the first
 Utilisation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.31.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.31.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.31.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 Information
 undertakings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


41









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this
 clause 18:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the audited financial statements (consolidated if appropriate) of the
 Borrower, each of the Guarantors, each of the Counter Guarantors and the
 Counter Guarantor Subsidiary for that financial year (the first such
 financial statements in respect of Counter Guarantor B for the financial year
 ended 31 December 2010).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Requirements as to financial
 statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 be prepared in accordance with GAAP;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.3

 	
  

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

 


42









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3

 	
  

 	
 Presentations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Year-end

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 Information: miscellaneous

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall supply to the Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Notification of Default

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


43









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
 Sufficient copies

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 18.8

 	
  

 	
  “Know your customer” checks

 
	
  

 	
  

 	
  

 
	
 18.8.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 18.8.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19

 	
  

 	
 General undertakings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.1

 	
  

 	
 Use of proceeds

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.2

 	
  

 	
 Authorisations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 supply certified copies to the Agent of,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 


44








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.3

 	
  

 	
 Compliance with
 laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 such payment is being contested in good
 faith;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 such payment can be lawfully withheld.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.5

 	
  

 	
 Change of business

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.6

 	
  

 	
 Merger

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except if there is an IPO or as otherwise
 approved, no Obligor 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 28.6 (Cross-Default)
 other than those mentioned in the Counter Guarantor Representations Letter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8

 	
  

 	
 Further assurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 


45









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 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 Counter Guarantees with the respective
 Companies Registry) as may be necessary for the purpose of the creation,
 perfection, protection or maintenance of any Security Interest (or the
 priority of any Security Interest) conferred or intended to be conferred on
 the Security Agent or the Finance Parties by or pursuant to the relevant
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.9

 	
  

 	
 Negative pledge in
 respect of Charged Property

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10

 	
  

 	
 Environmental
 matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12

 	
  

 	
 IPO

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.2

 	
  

 	
 If an IPO has been
 completed, then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Finance Parties will agree to enter
 into amendments to the Finance Documents (including a supplemental agreement
 to this Agreement and the Guarantees amending such terms as may be required,
 including, for the avoidance of doubt, the definition of Group in clause 1.1), in
 such form and substance as may be required by the Agent and 

 


46









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 at the cost and expense of the Borrower,
 which will effect and implement (inter alia) the following changes to the
 Finance Documents:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Finance Parties will agree to enter
 into amendments to the Finance Documents (including a supplemental agreement
 to this Agreement amending such terms as may be required, 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 alia) the removal of all
 obligations and references to the Counter Guarantor Subsidiary.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Construction period

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 Document of title

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.2

 	
  

 	
 Performance of
 Building Contract

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 Performance by
 Builder and Refund Guarantor

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Progress and
 information

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


47









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.5

 	
  

 	
 Arbitration under
 Building Contract

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall promptly notify the
 Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if either party begins an arbitration under
 the Building Contract;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 of the identity of the arbitrators; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Conveyance on
 default

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.7

 	
  

 	
 Enforcement of
 rights

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.8

 	
  

 	
 Notification of
 certain events

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.9

 	
  

 	
 Ship’s registration
 and mortgage

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.10

 	
  

 	
 Sale or other
 disposal

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.11

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Refund Guarantee will not be varied;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


48









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 or any variation to alter the circumstances
 in which the Building Contract may be cancelled, terminated or suspended);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For this purpose, ordering any extras,
 additions or alterations will be a substantial change and a material
 variation if their cost (or if the aggregate cost of the proposed work together
 with the cost of any additional work already ordered or change of
 specification already agreed) will alter the Contract Price by a cumulative
 amount greater than 5% of the Price. The Borrower shall agree in writing with
 the Builder the terms and specification of any such work before the work is
 put in hand irrespective of whether approval of that work is required under
 the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.12

 	
  

 	
 Releases and
 waivers

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.13

 	
  

 	
 Rejection and
 cancellation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval such approval not to
 be:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 unreasonably delayed; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 Dealings with Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.1

 	
  

 	
 Ship’s name and
 registration

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


49









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.2

 	
  

 	
 Sale or other disposal
 of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.3

 	
  

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.4

 	
  

 	
 Copy of Mortgage on
 board

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Notice of Mortgage

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 “NOTICE OF
 MORTGAGE

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.6

 	
  

 	
 Conveyance on
 default

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.7

 	
  

 	
 Chartering

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 capable of lasting more than 13 calendar
 months;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 on terms as to payment or amount of hire
 which are materially less beneficial to it than the terms which at that time
 could reasonably be expected to be obtained on the open 

 


50









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.8

 	
  

 	
 Sharing of Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.9

 	
  

 	
 Payment of Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 Condition and
 operation of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.1

 	
  

 	
 Repair

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.2

 	
  

 	
 Modification

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.3

 	
  

 	
 Removal of parts

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.4

 	
  

 	
 Third party owned
 equipment

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 Maintenance of class; compliance with laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.6

 	
  

 	
 Surveys

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


51









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.7

 	
  

 	
 Inspection and
 notice of drydockings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.8

 	
  

 	
 Prevention of
 arrest

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.9

 	
  

 	
 Release from arrest

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.10

 	
  

 	
 Information about
 Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.11

 	
  

 	
 Notification of certain events

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall promptly be notified of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any requisition of the Ship for hire;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.12

 	
  

 	
 Payment of
 outgoings

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


52









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.13

 	
  

 	
 Evidence of
 payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.14

 	
  

 	
 Repairers’ liens

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.15

 	
  

 	
 Codes

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.16

 	
  

 	
 Survey report

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.17

 	
  

 	
 Lawful use

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall not be employed:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in carrying illicit or prohibited goods;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 


53









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.18

 	
  

 	
 War zones

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship may enter or remain in any zone
 which has been declared a war zone by any government entity or the Ship’s war
 risk insurers, 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.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.1

 	
  

 	
 Insurance terms

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this clause 23:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.2

 	
  

 	
 Coverage required

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall at all times be insured:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 


54









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.3

 	
  

 	
 Placing of cover

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in dollars or another approved currency;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 on approved terms and with approved
 insurers or associations.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.4

 	
  

 	
 Deductibles

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.5

 	
  

 	
 Mortgagee’s
 insurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.6

 	
  

 	
 Fleet liens, set
 off and cancellations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


55









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.7

 	
  

 	
 Payment of premiums

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.8

 	
  

 	
 Details of proposed
 renewal of Insurances

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.9

 	
  

 	
 Instructions for
 renewal

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.10

 	
  

 	
 Confirmation of
 renewal

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.11

 	
  

 	
 P&I guarantees

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.12

 	
  

 	
 Insurance documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.13

 	
  

 	
 Letters of
 undertaking

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.14

 	
  

 	
 Insurance Notices
 and Loss Payable Clauses

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.15

 	
  

 	
 Insurance
 correspondence

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


56









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.16

 	
  

 	
 Qualifications and
 exclusions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.17

 	
  

 	
 Independent report

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.18

 	
  

 	
 Collection of
 claims

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.19

 	
  

 	
 Employment of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.20

 	
  

 	
 Declarations and
 returns

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.21

 	
  

 	
 Application of
 recoveries

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.22

 	
  

 	
 Settlement of
 claims

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Minimum security
 value

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.1

 	
  

 	
 Valuation of assets

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.2

 	
  

 	
 Valuation frequency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


57









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.3

 	
  

 	
 Expenses of
 valuation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.4

 	
  

 	
 Valuations
 procedure

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.5

 	
  

 	
 Currency of
 valuation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.6

 	
  

 	
 Basis of valuation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each valuation will be made:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 without physical inspection (unless
 required by the Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.7

 	
  

 	
 Information required
 for valuation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.8

 	
  

 	
 Approval of valuers

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.9

 	
  

 	
 Appointment of
 valuers

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


58









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the Borrower is approved to appoint valuers
 but fails to do so promptly, the Agent may appoint approved valuers to
 provide that valuation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.10

 	
  

 	
 Number of valuers

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.11

 	
  

 	
 Differences in
 valuations

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.12

 	
  

 	
 Security shortfall

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.13

 	
  

 	
 Creation of
 additional security

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24.14

 	
  

 	
 Security release

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Security Value shall at any time
 exceed the Security Requirement, and the Borrower shall previously have
 provided further security to the Security Agent pursuant to clause 24.12 (Security Shortfall), the Security Agent
 shall, as soon as reasonably practicable after notice from the Borrower to do
 so and subject to being indemnified to its satisfaction against the cost of 

 


59








	
  

 	
  

 	
  

 
	
  

 	
  

 	
 doing so, release
 any such further security specified by the Borrower provided that the Bank is
 satisfied that, immediately following such release, the Security Value will
 equal or exceed the Security Requirement and no other Event of Default shall
 have occurred and be continuing.

 
	
  

 	
  

 	
  

 
	
 25

 	
  

 	
 Chartering
 undertakings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.1

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.2

 	
  

 	
 Releases
 and waivers

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.3

 	
  

 	
 Termination
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.4

 	
  

 	
 Charter
 performance

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.5

 	
  

 	
 Notice
 of assignment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.6

 	
  

 	
 Payment
 of Charter Earnings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 Bank
 accounts

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.1

 	
  

 	
 Revenue
 Account

 
	
  

 	
  

 	
  

 
	
 26.1.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.1.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.1.3

 	
  

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

 


60









	
  

 	
  

 	
  

 
	
 26.1.4

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.2

 	
  

 	
 Retention
 Account

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.2.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.2.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


61









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.3

 	
  

 	
 Fixed
 Rate Differential Account

 
	
  

 	
  

 	
  

 
	
 26.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.3.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.3.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.3.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.4

 	
  

 	
 Reserve
 Account

 
	
  

 	
  

 	
  

 
	
 26.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.4.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if approved; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if the Charter is
 extended for a period of not less than 30 months in accordance with clause
 7(d) of the Charter and subject always to clause 28.21 (Charter termination), no Default having
 occurred and being continuing; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.5

 	
  

 	
 Other
 provisions

 
	
  

 	
  

 	
  

 
	
 26.5.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 


62









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.5.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.5.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.5.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27

 	
  

 	
 Business
 restrictions

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1

 	
  

 	
 General
 negative pledge

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.2

 	
  

 	
 Transactions
 similar to security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 enter into any
 other preferential arrangement having a similar effect.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.3

 	
  

 	
 Financial
 Indebtedness

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Financial
 Indebtedness incurred under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Financial
 Indebtedness permitted under clause 27.4 (Guarantees).

 


63









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.4

 	
  

 	
 Guarantees

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.5

 	
  

 	
 Bank
 accounts and other financial transactions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall
 not:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.6

 	
  

 	
 Disposals

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.7

 	
  

 	
 Contracts
 and arrangements with Affiliates

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.8

 	
  

 	
 Subsidiaries

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.9

 	
  

 	
 Acquisitions
 and investments

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


64









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.10

 	
  

 	
 Reduction
 of capital

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.11

 	
  

 	
 Increase
 in capital

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.12

 	
  

 	
 Distributions
 and other payments

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall
 not:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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 no Default is continuing.

 
	
  

 	
  

 	
  

 
	
 28

 	
  

 	
 Events
 of Default

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the events
 or circumstances set out in clauses 28.1 to 28.21 is an Event of Default.

 
	
  

 	
  

 	
  

 
	
 28.1

 	
  

 	
 Non-payment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.2

 	
  

 	
 Value
 of security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.3

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 
	
 28.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.3.2

 	
  

 	
 Any insurer
 either:

 


65









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.4

 	
  

 	
 Other
 obligations

 
	
  

 	
  

 	
  

 
	
 28.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.4.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.5

 	
  

 	
 Financial
 Covenants

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.6

 	
  

 	
 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 (including, without limitation, the
 Counter Guarantor Representations Letter) is or proves to have been incorrect
 or misleading in any material respect when made or deemed to be made.

 
	
  

 	
  

 	
  

 
	
 28.7

 	
  

 	
 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 clauses 28.7.1 to 28.7.4 above is less
 than $5,000,000 in respect of each of the Counter Guarantors and the
 Guarantors and/or less than $1,000,000 in respect of any other Obilgor.

 
	
  

 	
  

 	
  

 
	
 28.8

 	
  

 	
 Insolvency

 
	
  

 	
  

 	
  

 
	
 28.8.1

 	
  

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

 


66









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.8.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.9 

 	
  

 	
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 the Counter Guarantor Subsidiary;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.9.2

 	
  

 	
 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 (having an aggregate value equal to or in
 excess of $5,000,000 in respect of the Counter Guarantors and the Guarantors
 and $1,000,000 in respect of any other Obligor) and is not discharged within
 seven days.

 
	
  

 	
  

 	
  

 
	
 28.10.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.11

 	
  

 	
 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.

 


67









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 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.

 


68









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.21

 	
  

 	
 Charter
 termination

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.22

 	
  

 	
 Change
 of Control

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.22.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.22.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.22.3

 	
  

 	
 At any time:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Borrower
 ceases to be a wholly-owned subsidiary of GasLog Carriers; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 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 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 Lenders;
 and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 


69









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 7 - CHANGES TO PARTIES

 
	
  

 
	
 29

 	
  

 	
 Changes
 to the Lenders

 
	
  

 	
  

 	
  

 
	
 29.1

 	
  

 	
 Assignments
 and transfers by the Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to this
 clause 29, a Lender (the “Existing Lender”) may assign any of its
 rights to another bank or financial institution or to a trust, fund or other
 entity which is regularly engaged in or established for the purpose of
 making, purchasing or investing in loans, securities or other financial
 assets (the “New Lender”).

 
	
  

 	
  

 	
  

 
	
 29.2

 	
  

 	
 Conditions
 of assignment

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 29.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.2.3

 	
  

 	
 An assignment will
 only be effective:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.3

 	
  

 	
 Fee

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


70









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.4

 	
  

 	
 Limitation
 of responsibility of Existing Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the financial
 condition of any Obligor;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any representations
 or warranties implied by law are excluded.

 
	
  

 	
  

 	
  

 
	
 29.4.2

 	
  

 	
 Each New Lender
 confirms to the Existing Lender and the other Finance Parties and the Finance
 Parties that it:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 has made (and
 shall continue to make) its own independent investigation and assessment of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 the financial
 condition and affairs of the Obligors and their related entities in
 connection with its participation in this Agreement; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and has not relied
 exclusively on any information provided to it by the Existing Lender or any
 other Finance Party in connection with any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 will continue to
 make its own independent appraisal of the application of any Basel 2
 Regulation to the transactions contemplated by the Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 will continue to
 make its own independent appraisal of the creditworthiness of each Obligor
 and its related entities whilst any amount is or may be outstanding under the
 Finance Documents or any Commitment is in force.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.4.3

 	
  

 	
 Nothing in any
 Finance Document obliges an Existing Lender to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 accept a
 re-assignment from a New Lender of any of the rights assigned under this
 clause 29 (Changes to the Lenders); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 support any losses
 directly or indirectly incurred by the New Lender by reason of the
 non-performance by any Obligor of its obligations under the Finance Documents
 or by reason of the application of any Basel 2 Regulation to the transactions
 contemplated by the Finance Documents or otherwise.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.5

 	
  

 	
 Procedure
 for transfer

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.5.1

 	
  

 	
 Subject to the
 conditions set out in clause 29.2 (Conditions of assignment) an assignment
 is effected in accordance with clause 29.5.2 below when (a) the Agent
 executes an otherwise duly completed Transfer Certificate and (b) the Agent
 executes any document required under clause 29.2.3 which it may be necessary
 for it to execute in each case delivered to it by the Existing Lender and the
 New Lender duly executed by them and, in the case of any such other

 


71









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 document, any
 other relevant person. The Agent shall, as soon as reasonably practicable
 after receipt by it of a Transfer Certificate and any such other document
 each duly completed, appearing on its face to comply with the terms of this
 Agreement and delivered in accordance with the terms of this Agreement,
 execute that Transfer Certificate and such other document. The Obligors and
 the other Finance Parties irrevocably authorise the Agent to execute any
 Transfer Certificate on their behalf without any consultations with them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.5.2

 	
  

 	
 On the Transfer
 Date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to the extent that
 in the Transfer Certificate the Existing Lender seeks to be released from its
 obligations under the Finance Documents, the Existing Lender shall be
 released from further obligations towards the Obligors and the other Finance
 Parties under the Finance Documents and rights of the Obligors and the other
 Finance Parties against the Existing Lender under the Finance Documents shall
 be cancelled (being the Discharged Obligations) (but the
 obligations owed by the Obligors under the Finance Documents shall not be
 released);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the New Lender
 shall assume obligations towards each of the Obligors who are a Party and/or
 the Obligors and the other Finance Parties shall acquire rights against the
 New Lender which differ from the Discharged Rights and Obligations only
 insofar as the New Lender has assumed and/or the Obligors and the other
 Finance Parties acquired the same in place of the Existing Lender;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the other Finance
 Parties and the New Lender shall acquire the same rights and assume the same
 obligations between themselves as they would have acquired and assumed had
 the New Lender been an Original Lender with the rights and/or obligations
 acquired or assumed by it as a result of the transfer and to that extent the
 Security Agent, Existing Lender and the other Finance Parties shall each be
 released from further obligations to each other under the Finance Documents;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 the New Lender
 shall become a Party to the Finance Documents as a “Lender” for the purposes
 of all the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.6

 	
  

 	
 Copy
 of Transfer Certificate to Borrower

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall,
 as soon as reasonably practicable after it has executed a Transfer
 Certificate and any other document required under clause 29.2.3, send a copy
 of that Transfer Certificate and such documents to the Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 29.7

 	
  

 	
 Disclosure
 of information

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Lender may
 disclose to any of its Affiliates and, in relation to (a) and (b) below, with
 the consent of the Borrower (such consent not to be unreasonably withheld or
 delayed), to any other person:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to (or through)
 whom that Lender assigns (or may potentially assign) all or any of its rights
 and obligations under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 with (or through)
 whom that Lender enters into (or may potentially enter into) any
 sub-participation in relation to, or any other transaction under which
 payments are to be made by reference to, the Finance Documents or any
 Obligor; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 to whom, and to
 the extent that, information is required to be disclosed by any applicable
 law or regulation,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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, each Group and the Finance Documents as that Finance Party shall
 consider appropriate.

 






72









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30

 	
  

 	
 Changes
 to the Obligors

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


73





SECTION 8 - THE FINANCE PARTIES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31

 	
  

 	
 Roles
 of Agent, Security Agent and Arranger

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.1

 	
  

 	
 Appointment
 of the Agent

 
	
  

 	
  

 	
  

 
	
 31.1.1

 	
  

 	
 Each other Finance
 Party (other than the Security Agent) appoints the Agent to act as its agent
 under and in connection with the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.1.2

 	
  

 	
 Each such other
 Finance Party authorises the Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to exercise the
 rights, powers, authorities and discretions specifically given to the Agent
 under or in connection with the Finance Documents together with any other
 incidental rights, powers, authorities and discretions; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 to execute each of
 the Security Documents and all other documents that may be approved by the
 Lenders for execution by it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.2

 	
  

 	
 Duties
 of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.2.1

 	
  

 	
 The Agent shall
 promptly forward to a Party the original or a copy of any document which is
 delivered to the Agent for that Party by any other Party.

 
	
  

 	
  

 	
  

 
	
 31.2.2

 	
  

 	
 Without prejudice
 to clause 29.6 (Copy of Transfer Certificate to Borrower), clause 31.2.1
 shall not apply to any Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 31.2.3

 	
  

 	
 Except where a
 Finance Document specifically provides otherwise, the Agent is not obliged to
 review or check the adequacy, accuracy or completeness of any document it
 forwards to another Party.

 
	
  

 	
  

 	
  

 
	
 31.2.4

 	
  

 	
 If the Agent receives
 notice from a Party referring to this Agreement, describing a Default and
 stating that the circumstance described is a Default, it shall promptly
 notify the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.2.5

 	
  

 	
 If the Agent is
 aware of the non-payment of any principal, interest, commitment fee or other
 fee payable to a Finance Party (other than the Agent or an Arranger or the
 Security Agent for their own account) under this Agreement it shall promptly
 notify the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 31.2.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 31.3

 	
  

 	
 Role
 of the Arrangers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as
 specifically provided in the Finance Documents, the Arrangers have no
 obligations of any kind to any other Party under or in connection with any
 Finance Document or the transactions contemplated by the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 31.4

 	
  

 	
 No
 fiduciary duties

 
	
  

 	
  

 	
  

 
	
 31.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 31.4.2

 	
  

 	
 None of the Agent,
 the Security Agent or any Arranger shall be bound to account to any Lender
 for any sum or the profit element of any sum received by it for its own
 account or have any obligations to the other Finance Parties beyond those
 expressly stated in the Finance Documents.

 


74








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.5

 	
  

 	
 Business with the
 Group

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent, the Security Agent and any Arranger may accept deposits from, lend
 money to and generally engage in any kind of banking or other business with
 any Obligor or their Affiliates.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6

 	
  

 	
 Rights and discretions of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.1

 	
  

 	
 The
 Agent may rely on:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any
 representation, notice or document believed by it to be genuine, correct and
 appropriately authorised; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any
 statement made by a director, authorised signatory or employee of any person
 regarding any matters which may reasonably be assumed to be within his or her
 knowledge or within his or her power to verify.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.2

 	
  

 	
 The
 Agent may assume (unless it has received notice to the contrary in its
 capacity as agent for the other Finance Parties) that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 no
 Default has occurred (unless it has actual knowledge of a Default arising
 under clause 28.1 (Non-payment));

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any
 right, power, authority or discretion vested in any Party or the Majority Lenders
 has not been exercised; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any
 notice or request made by the Borrower (other than a Utilisation Request or
 Selection Notice) is made on behalf of and with the consent and knowledge of
 all the Obligors.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.3

 	
  

 	
 The
 Agent may engage, pay for and rely on the advice or services of any lawyers,
 accountants, surveyors or other experts in the conduct of its obligations and
 responsibilities under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.4

 	
  

 	
 The
 Agent may act in relation to the Finance Documents through its personnel and
 agents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.5

 	
  

 	
 The
 Agent may disclose to any other Party any information it reasonably believes
 it has received as agent under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.6

 	
  

 	
 The
 Agent is not obliged to disclose to any Finance Party any details of the rate
 notified to the Agent by any Lender or the identity of any such Lender for
 the purposes of clause 10.2.1(b) (Market Disruption).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.7

 	
  

 	
 Notwithstanding
 any other provision of any Finance Document to the contrary, neither the
 Agent nor any Arranger is obliged to do or omit to do anything if it would or
 might in its reasonable opinion constitute a breach of any law or regulation
 or a breach of a fiduciary duty or duty of confidentiality. The Agent and any
 Arranger may do anything which in its opinion, is necessary or desirable to
 comply with any law or regulation of any jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.6.8

 	
  

 	
 Without
 prejudice to the generality of clause 31.6.7, the Agent shall be entitled (but not
 obliged) to disclose the identity of a Defaulting Lender to the other Finance
 Parties and the Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7

 	
  

 	
 Lenders’ instructions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.1

 	
  

 	
 Unless
 a contrary indication appears in a Finance Document, the Agent shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 exercise
 any right, power, authority or discretion vested in it as Agent (including
 giving instructions to the Security Agent) in accordance with any
 instructions given to it by the Lenders (or, if so instructed by the Lenders,
 refrain from exercising any right, power, authority or discretion vested in
 it as Agent); and

 


75









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 not
 be liable for any act (or omission) if it acts (or refrains from taking any
 action) in accordance with an instruction of the Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.2

 	
  

 	
 Unless
 a contrary indication appears in a Finance Document, any instructions given
 by the Lenders to the Agent (in relation to any right, power, authority or
 discretion vested in it as Agent) shall be binding on all the Finance Parties
 (other than the Security Agent).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.3

 	
  

 	
 The
 Agent may refrain from acting in accordance with the instructions of the
 Majority Lenders (if applicable in accordance with the Finance Documents) or,
 if appropriate, the Lenders until it has received such security as it may
 require for any cost, loss or liability (together with any associated VAT)
 which it may incur in complying with the instructions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.4

 	
  

 	
 In
 the absence of, or while awaiting, instructions from the Majority Lenders (if
 applicable in accordance with the Finance Documents) or, if appropriate, the
 Lenders, the Agent may act (or refrain from taking action) as it considers to
 be in the best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.5

 	
  

 	
 The
 Agent is not authorised to act on behalf of a Lender (without first obtaining
 that Lender’s consent) in any legal or arbitration proceedings relating to
 any Finance Document. This clause 31.7.5 shall not apply to any legal or
 arbitration proceeding relating to the perfection, preservation or protection
 of rights under the Security Documents or enforcement of the Security
 Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.7.6

 	
  

 	
 Neither
 the Agent nor any Arranger shall be obliged to request any certificate,
 opinion or other information under clause 18 (Information undertakings)
 unless so required in writing by a Lender, in which case the Agent shall
 promptly make the appropriate request of the Borrower if such request would
 be in accordance with the terms of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.8

 	
  

 	
 Responsibility for documentation and other matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Neither
 the Agent nor any Arranger:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 is
 responsible for the adequacy, accuracy and/or completeness of any information
 (whether oral or written) supplied by the Agent, any Arranger, an Obligor or
 any other person given in or in connection with any Finance Document or the
 transactions contemplated in the Finance Documents or of any representations
 in any Finance Document or of any copy of any document delivered under any
 Finance Document (including, without limitation, the Counter Guarantor
 Representations Letter);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 is
 responsible for the legality, validity, effectiveness, adequacy or
 enforceability of any Finance Document or any Charter Document or Building
 Contract Document or any other agreement, arrangement or document entered
 into, made or executed in anticipation of or in connection with any Finance
 Document or any Charter Document or Building Contract Document; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 is
 responsible for any determination as to whether any information provided or
 to be provided to any Finance Party is non-public information the use of
 which may be regulated or prohibited by applicable law or regulation relating
 to insider dealing or otherwise;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 is
 responsible for the application of any Basel 2 Regulation to the transactions
 contemplated by the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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;

 


76









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 is
 responsible for the failure of any Obligor or any other party to perform its
 obligations under any Finance Document or Charter Document or Building
 Contract Document or the financial condition of any such person;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (h)

 	
 is
 responsible to ascertain whether all deeds and documents which should have
 been deposited with it (or the Security Agent) under or pursuant to any of
 the Security Documents have been so deposited;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 is
 responsible to investigate or make any enquiry into the title of any Obligor
 to any of the Charged Property or any of its other property or assets;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (j)

 	
 is
 responsible for the failure to register any of the Security Documents with the
 Registrar of Companies or any other public office;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (k)

 	
 is
 responsible for the failure to register any of the Security Documents in
 accordance with the provisions of the documents of title of any Obligor to
 any of the Charged Property;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (l)

 	
 is
 responsible for the failure to take or require any Obligor to take any steps
 to render any of the Security Documents effective as regards property or
 assets outside England or Wales or to secure the creation of any ancillary
 charge under the laws of the jurisdiction concerned; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (m)

 	
 is
 (unless it is the same entity as the Security Agent) responsible on account
 of the failure of the Security Agent to perform or discharge any of its
 duties or obligations under the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.9

 	
  

 	
 Exclusion of liability

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.9.1

 	
  

 	
 Without
 limiting clause 31.9.2 (and without prejudice to the provisions of clause 34.9 (Disruption
 to Payment Systems etc.)), the Agent will not be liable for any
 action taken by it under or in connection with any Finance Document, unless
 directly caused by its gross negligence or wilful misconduct.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.9.2

 	
  

 	
 No
 Party (other than the Agent) may take any proceedings against any officer,
 employee or agent of the Agent in respect of any claim it might have against
 the Agent or in respect of any act or omission of any kind by that officer,
 employee or agent in relation to any Finance Document any officer, employee
 or agent of the Agent may rely on this clause subject to clause 1.3 and the
 provisions of the Third Parties Act.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.9.3

 	
  

 	
 The
 Agent will not be liable for any delay (or any related consequences) in
 crediting an account with an amount required under the Finance Documents to
 be paid by the Agent if the Agent has taken all necessary steps as soon as
 reasonably practicable to comply with the regulations or operating procedures
 of any recognised clearing or settlement system used by the Agent for that
 purpose.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.9.4

 	
  

 	
 Nothing
 in this Agreement shall oblige the Agent or any Arranger to carry out any
 “know your customer” or other checks in relation to any person on behalf of
 any Lender and each Lender confirms to the Agent and the Arrangers that it is
 solely responsible for any such checks it is required to carry out and that
 it may not rely on any statement in relation to such checks made by the Agent
 or any Arranger.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.10

 	
  

 	
 Lenders’ indemnity to the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Lender shall (in proportion to its share of the Total Commitments or, if the
 Total Commitments are then zero, to its share of the Total Commitments
 immediately prior to their reduction to zero) indemnify the Agent, within
 three Business Days of demand, against any cost, loss or liability incurred
 by the Agent (otherwise than by reason of the Agent’s gross negligence or
 wilful misconduct) including the costs of any person engaged in accordance
 with clause 31.6.3 (Rights and discretions of the Agent) and any Receiver in
 acting as its agent under the 

 


77









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Finance
 Documents (unless the Agent has been reimbursed by an Obligor pursuant to a
 Finance Document or out of the Trust Property).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11

 	
  

 	
 Resignation of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.1

 	
  

 	
 The
 Agent may resign and appoint one of its Affiliates as successor by giving
 notice to the Lenders, the Security Agent and the Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.2

 	
  

 	
 Alternatively
 the Agent may resign by giving notice to the other Finance Parties and the
 Borrower, in which case the Majority Lenders (after consultation with the
 Borrower) may appoint a successor Agent acting through an office in the
 United Kingdom.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.3

 	
  

 	
 If
 the Majority Lenders have not appointed a successor Agent in accordance with
 clause 31.11.2 above within 20 days after notice of resignation was given, the
 Agent (after consultation with the Borrower) may appoint a successor Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.4

 	
  

 	
 The
 retiring Agent shall, at its own cost, make available to the successor Agent
 such documents and records and provide such assistance as the successor Agent
 may reasonably request for the purposes of performing its functions as Agent
 under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.5

 	
  

 	
 The
 Agent’s resignation notice shall only take effect upon the appointment of a
 successor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.6

 	
  

 	
 Upon
 the appointment of a successor, the retiring Agent shall be discharged from
 any further obligation in respect of the Finance Documents but shall remain
 entitled to the benefit of this clause 31. Its successor and each of the other
 Parties shall have the same rights and obligations amongst themselves as they
 would have had if such successor had been an original Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.11.7

 	
  

 	
 After
 consultation with the Borrower, the Majority Lenders may, by notice to the
 Agent, require it to resign in accordance with clause 31.11.2. In this event, the
 Agent shall resign in accordance with clause 31.11.2.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.12

 	
  

 	
 Confidentiality

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.12.1

 	
  

 	
 In
 acting as agent for the Finance Parties, the Agent shall be regarded as
 acting through its department, division or team directly responsible for the
 management of the Finance Documents which shall be treated as a separate
 entity from any other of its divisions, departments or teams.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.12.2

 	
  

 	
 If
 information is received by another division or department of the Agent, it
 may be treated as confidential to that division or department and the Agent
 shall not be deemed to have notice of it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.12.3

 	
  

 	
 Notwithstanding
 any other provision of any Finance Document to the contrary, neither the
 Agent, nor any Arranger is obliged to disclose to any other person (a) any
 confidential information or (b) any other information if the disclosure would
 or might in its reasonable opinion constitute a breach of any law or a breach
 of a fiduciary duty.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.13

 	
  

 	
 Relationship with the Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.13.1

 	
  

 	
 The
 Agent may treat each Lender as a Lender, entitled to payments under this
 Agreement and acting through its Facility Office unless it has received not
 less than five Business Days prior notice from that Lender to the contrary in
 accordance with the terms of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.13.2

 	
  

 	
 Each
 Lender shall supply the Agent with any information required by the Agent in
 order to calculate the Mandatory Cost in accordance with Schedule 6 (Mandatory
 Cost formulae).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.13.3

 	
  

 	
 Each
 Lender shall supply the Agent with any information that the Agent may
 reasonably specify as being necessary or desirable to enable the Agent or the
 Security Agent to perform its functions as Agent or Security Agent. Each
 Lender shall deal with the Security Agent exclusively through the Agent and
 shall not deal directly with the Security Agent.

 


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 31.14

 	
  

 	
 Credit appraisal by the Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without
 affecting the responsibility of any Obligor for information supplied by it or
 on its behalf in connection with any Finance Document, each Lender confirms
 to each other Finance Party that it has been, and will continue to be, solely
 responsible for making its own independent appraisal and investigation of all
 risks arising under or in connection with any Finance Document including but
 not limited to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 financial condition, status and nature of each Obligor;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 legality, validity, effectiveness, adequacy or enforceability of any Finance
 Document or Charter Document or Building Contract Document and any other
 agreement, arrangement or document entered into, made or executed in
 anticipation of, under or in connection with any Finance Document or Charter
 Document or Building Contract Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 whether
 any Finance Party has recourse, and the nature and extent of that recourse,
 against any Party or any of its respective assets under or in connection with
 any Finance Document, the transactions contemplated by the Finance Documents
 or any other agreement, arrangement or document entered into, made or
 executed in anticipation of, under or in connection with any Finance
 Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the
 adequacy, accuracy and/or completeness of any information provided by the
 Agent, any Party or by any other person under or in connection with any
 Finance Document or Charter Document or Building Contract Document, the
 transactions contemplated by the Finance Documents or any other agreement,
 arrangement or document entered into, made or executed in anticipation of,
 under or in connection with any Finance Document or Charter Document or
 Building Contract Document; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 the
 right of title of any person to, or the value or sufficiency of, any part of
 the Charged Property, the priority of the Security Documents or the existence
 of any Security Interest affecting the Charged Property.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.15

 	
  

 	
 Reference Banks

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of
 which it is an Affiliate) ceases to be a Lender, the Agent shall (in
 consultation with the Borrower) appoint another Lender or an Affiliate of a
 Lender to replace that Reference Bank.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.16

 	
  

 	
 Agent’s management time

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any
 amount payable to the Agent under clause 14.3 (Indemnity to the Agent and the
 Security Agent), clause 16 (Costs and expenses) and clause 31.10 (Lenders’
 indemnity to the Agent) shall include the cost of utilising the
 Agent’s management time or other resources and will be calculated on the
 basis of such reasonable daily or hourly rates as the Agent may notify to the
 Borrower and the Lenders, and is in addition to any fee paid or payable to
 the Agent under clause 11 (Fees).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.17

 	
  

 	
 Deduction from amounts payable by the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 any Party owes an amount to the Agent under the Finance Documents the Agent
 may, after giving notice to that Party, deduct an amount not exceeding that
 amount from any payment to that Party which the Agent would otherwise be
 obliged to make under the Finance Documents and apply the amount deducted in
 or towards satisfaction of the amount owed. For the purposes of the Finance
 Documents that Party shall be regarded as having received any amount so
 deducted.

 


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 31.18

 	
  

 	
 Common parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Although
 the Agent and the Security Agent may from time to time be the same entity,
 that entity will have entered into the Finance Documents (to which it is
 party) in its separate capacities as agent for the Finance Parties and (as
 appropriate) security agent and trustee for the Finance Parties. Where any
 Finance Document provides for the Agent or Security Agent to communicate with
 or provide instructions to the other, while they are the same entity, such
 communication or instructions will not be necessary.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.19

 	
  

 	
 Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.19.1

 	
  

 	
 Each
 other Finance Party appoints the Security Agent to act as its trustee under
 and in connection with the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.19.2

 	
  

 	
 Each
 other Finance Party authorises the Security Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to
 exercise the rights, powers, authorities and discretions specifically given
 to the Security Agent under or in connection with the Finance Documents
 together with any other incidental rights, powers, authorities and
 discretions; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 to
 execute each of the Security Documents and all other documents that may be
 approved by the Agent and/or the Majority Lenders for execution by it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.19.3

 	
  

 	
 The
 Security Agent accepts its appointment under clause 31.19 (Security Agent) as trustee
 of the Trust Property with effect from the date of this Agreement and
 declares that it holds the Trust Property on trust for itself, the other
 Finance Parties (for so long as they are Finance Parties) on and subject to
 the terms set out in clauses 31.19 - 31.27 (inclusive) and the Security Documents to
 which it is a party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.20

 	
  

 	
 Application of certain clauses to Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.20.1

 	
  

 	
 Clauses
 31.6 (Rights and discretions of the Agent),
 31.8 (Responsibility for documentation and
 other matters), 31.9 (Exclusion of
 liability), 31.10 (Lenders’
 indemnity to the Agent), 31.11 (Resignation
 of the Agent), 31.12 (Confidentiality),
 31.13 (Relationship with the Lenders),
 31.14 (Credit appraisal by the Lenders)
 and 31.17 (Deduction from amounts payable by
 the Agent) shall each extend so as to apply to the Security Agent
 in its capacity as such and for that purpose each reference to the “Agent” in
 these clauses shall extend to include in addition a reference to the
 “Security Agent” in its capacity as such.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.20.2

 	
  

 	
 In
 addition, clause 31.11 (Resignation of the Agent) shall, for the
 purposes of its application to the Security Agent pursuant to clause 31.20.1, have
 the following additional sub-clause:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 At
 any time after the appointment of a successor, the retiring Security Agent
 shall do and execute all acts, deeds and documents reasonably required by its
 successor to transfer to it (or its nominee, as it may direct) any property,
 assets and rights previously vested in the retiring Security Agent pursuant
 to the Security Documents and which shall not have vested in its successor by
 operation of law. All such acts, deeds and documents shall be done or, as the
 case may be, executed at the cost of the retiring Security Agent (except
 where the Security Agent is retiring under clause 31.11.7 as extended to it by
 clause 31.20.1, in which case such costs shall be borne by the Lenders (in
 proportion to its share of the Total Commitments or, if the Total Commitments
 are then zero, to its share of the Total Commitments immediately prior to
 their reduction to zero).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21

 	
  

 	
 Instructions to Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21.1

 	
  

 	
 Unless
 a contrary indication appears in a Finance Document, the Security Agent
 shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 exercise
 any right, power, authority or discretion vested in it as Security Agent in
 accordance with any instructions given to it by the Agent (or, if so
 instructed by the 

 


80









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Agent,
 refrain from exercising any right, power, authority or discretion vested in
 it as Security Agent); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 not
 be liable for any act (or omission) if it acts (or refrains from taking any
 action) in accordance with such an instruction of the Agent (the Agent in
 each case acting on the instructions of the Majority Lenders (if applicable
 in accordance with the Finance Documents) or the Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21.2

 	
  

 	
 Unless
 a contrary indication appears in a Finance Document, any instructions given
 by the Agent to the Security Agent in accordance with clause 31.21.1 will be
 binding on the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21.3

 	
  

 	
 The
 Security Agent may refrain from acting in accordance with the instructions of
 the Agent until it has received such security as it may require for any cost,
 loss or liability (together with any associated VAT) which it may incur in
 complying with the instructions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21.4

 	
  

 	
 In
 the absence of, or while awaiting, instructions from the Agent, (including in
 exceptional circumstances where time does not permit the Agent obtaining
 instructions from the Lenders and urgent action is required) the Security
 Agent may act (or refrain from taking action) as it considers to be in the
 best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.21.5

 	
  

 	
 The
 Security Agent is not authorised to act on behalf of another Finance Party
 (without first obtaining that Finance Party’s consent) in any legal or
 arbitration proceedings relating to any Finance Document but this is without
 prejudice to clauses 31.21.1 and 31.21.4, including the right to enforce the Security
 Documents in accordance with these clauses.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.22

 	
  

 	
 Order of application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.22.1

 	
  

 	
 The
 Security Agent agrees to apply the Trust Property in accordance with the
 following respective claims:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, as to a sum equivalent
 to the amounts payable to the Security Agent under the Finance Documents
 (excluding any amounts received by the Security Agent pursuant to clause 31.10 (Lenders’
 indemnity to the Agent) as extended to the Security Agent pursuant
 to clause 31.20 (Application of certain clauses to Security Agent)),
 for the Security Agent absolutely;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly, as to a sum
 equivalent to the aggregate amount then due and owing to the other Finance
 Parties under the Finance Documents, for those Finance Parties absolutely,
 and pro-rata to the amounts owing to them under the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly, until such time as
 the Security Agent is satisfied that all obligations owed to the Finance
 Parties have been irrevocably and unconditionally discharged in full, held by
 the Security Agent on a suspense account for payment of any further amounts
 owing to the Finance Parties under the Finance Documents and further
 application in accordance with this clause 31.22.1 as and when any such amounts
 later fall due;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly, to such other persons
 (if any) as are legally entitled thereto in priority to the Obligors; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly, as to the balance (if
 any), for the Obligors by or from whom or from whose assets the relevant
 amounts were paid, received or recovered or other person entitled to them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.22.2

 	
  

 	
 The
 Security Agent shall make each application as soon as is practicable after
 the relevant moneys are received by, or otherwise become available to, it
 save that (without prejudice to any other provision contained in any of the
 Security Documents) the Security Agent (acting on the instructions of the
 Agent) or any receiver or administrator may credit any moneys received by it
 to a suspense account for so long and in such manner as the Security Agent or
 such receiver or administrator may from time to time determine with a view to
 preserving the rights of the 

 


81









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Finance
 Parties or any of them to prove for the whole of their respective claims
 against the Borrower or any other person liable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.22.3

 	
  

 	
 The
 Security Agent shall obtain a good discharge in respect of the amounts
 expressed to be due to the other Finance Parties as referred to in this
 clause 31.22 by paying such amounts to the Agent for distribution in accordance
 with clause 34 (Payment mechanics).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.23

 	
  

 	
 Perpetuities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 perpetuity period to the extent applicable to this Agreement and the other
 Finance Documents shall be 80 years from the date of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.24

 	
  

 	
 Powers and duties of the Security Agent as trustee of the
 security

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 its capacity as trustee in relation to the Security Documents, the Security
 Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 shall,
 without prejudice to any of the powers, discretions and immunities conferred
 upon trustees by law (and to the extent not inconsistent with the provisions
 of this Agreement or any of the Security Documents), have all the same powers
 and discretions as a natural person acting as the beneficial owner of such
 property and/or as are conferred upon the Security Agent by this Agreement
 and/or any Security Document but so that the Security Agent may only exercise
 such powers and discretions to the extent that it is authorised to do so by
 the provisions of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 shall
 (subject to clause 31.22 (Order of application)) be entitled (in
 its own name or in the names of nominees) to invest moneys from time to time
 forming part of the Trust Property or otherwise held by it as a consequence
 of any enforcement of the security constituted by any Finance Document which,
 in the reasonable opinion of the Security Agent, it would not be practicable
 to distribute immediately, by placing the same on deposit in the name or
 under the control of the Security Agent as the Security Agent may think fit
 without being under any duty to diversify the same and the Security Agent
 shall not be responsible for any loss due to interest rate or exchange rate
 fluctuations except for any loss arising from the Security Agent’s gross
 negligence or wilful misconduct;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 may,
 in the conduct of its obligations under and in respect of the Security
 Documents (otherwise than in relation to its right to make any declaration,
 determination or decision), instead of acting personally, employ and pay any
 agent (whether being a lawyer or any other person) to transact or concur in
 transacting any business and to do or concur in doing any acts required to be
 done by the Security Agent (including the receipt and payment of money) and
 on the basis that (i) any such agent engaged in any profession or business
 shall be entitled to be paid all usual professional and other charges for
 business transacted and acts done by him or any partner or employee of his or
 her in connection with such employment and (ii) the Security Agent shall not
 be bound to supervise, or be responsible for any loss incurred by reason of
 any act or omission of, any such agent if the Security Agent shall have
 exercised reasonable care in the selection of such agent; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 may
 place all deeds and other documents relating to the Trust Property which are
 from time to time deposited with it pursuant to the Security Documents in any
 safe deposit, safe or receptacle selected by the Security Agent exercising
 reasonable care or with any firm of solicitors or company whose business
 includes undertaking the safe custody of documents selected by the Security
 Agent exercising reasonable care and may make any such arrangements as it
 thinks fit for allowing Obligors access to, or its solicitors or auditors
 possession of, such documents when necessary or convenient and the Security
 Agent shall not be responsible for any loss incurred in connection with any
 such deposit, access or possession if it has exercised reasonable care in the
 selection of a safe deposit, safe, receptacle or firm of solicitors or
 company (save that it shall take reasonable steps to pursue any person who
 may be liable to it in connection with such loss).

 


82









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.25

 	
  

 	
 All enforcement action through the Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 None
 of the other Finance Parties shall have any independent power to enforce any
 of the Security Documents or to exercise any rights, discretions or powers or
 to grant any consents or releases under or pursuant to any of the Security
 Documents or otherwise have direct recourse to the security and/or guarantees
 constituted by any of the Security Documents except through the Security
 Agent. If any Lender is a party to any Security Document it shall promptly
 upon being requested by the Agent to do so grant power of attorney or other sufficient
 authority to the Security Agent to enable the Security Agent to exercise any
 rights, discretions or powers or to grant any consents or releases under such
 Security Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.26

 	
  

 	
 Co-operation to achieve agreed priorities of application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 other Finance Parties shall co-operate with each other and with the Security
 Agent and any receiver or administrator under the Security Documents in
 realising the property and assets subject to the Security Documents and in
 ensuring that the net proceeds realised under the Security Documents after
 deduction of the expenses of realisation are applied in accordance with
 clause 31.22 (Order of application).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.27

 	
  

 	
 Indemnity from Trust Property

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.27.1

 	
  

 	
 In
 respect of all liabilities, costs or expenses for which the Obligors are
 liable under this Agreement, the Security Agent and each Affiliate of the
 Security Agent and each officer or employee of the Security Agent or its
 Affiliate (each an “Indemnified Person”) shall be entitled to
 be indemnified out of the Trust Property in respect of all liabilities,
 damages, costs, claims, charges or expenses whatsoever properly incurred or
 suffered by such Indemnified Person:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in
 the execution or exercise or bona fide purported execution or exercise of the
 trusts, rights, powers, authorities, discretions and duties created or
 conferred by or pursuant to the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 as
 a result of any breach by an Obligor of any of its obligations under any
 Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in
 respect of any Environmental Claim made or asserted against an Indemnified
 Person which would not have arisen if the Finance Documents had not been
 executed; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in
 respect of any matter or thing done or omitted in any way in accordance with
 the terms of the Finance Documents relating to the Trust Property or the
 provisions of any of the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.27.2

 	
  

 	
 The
 rights conferred by this clause 31.27 are without prejudice to any right to
 indemnity by law given to trustees generally and to any provision of the
 Finance Documents entitling the Security Agent or any other person to an
 indemnity in respect of, and/or reimbursement of, any liabilities, costs or
 expenses incurred or suffered by it in connection with any of the Finance Documents
 or the performance of any duties under any of the Finance Documents. Nothing
 contained in this clause 31.27 shall entitle the Security Agent or any other
 person to be indemnified in respect of any liabilities, damages, costs,
 claims, charges or expenses to the extent that the same arise from such
 person’s own gross negligence or wilful misconduct.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.28

 	
  

 	
 Finance Parties to provide information

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 other Finance Parties shall provide the Security Agent with such written
 information as it may reasonably require for the purposes of carrying out its
 duties and obligations under the Security Documents and, in particular, with
 such necessary directions in writing so as to enable the Security Agent to
 make the calculations and applications contemplated by clause 31.22 (Order of
 application) above and to apply amounts received
 under, and the proceeds of realisation of, the Security Documents as
 contemplated by the Security Documents, clause 34.5 (Partial payments) and
 clause 31.22 (Order of application).

 


83









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.29

 	
  

 	
 Release to facilitate enforcement and realisation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Finance Party acknowledges that pursuant to any enforcement action by the
 Security Agent (or a Receiver) carried out on the instructions of the Agent
 it may be desirable for the purpose of such enforcement and/or maximising the
 realisation of the Charged Property being enforced against, that any rights
 or claims of or by the Security Agent (for the benefit of the Finance
 Parties) and/or any Finance Parties against any Obligor and/or any Security
 Interest over any assets of any Obligor (in each case) as contained in or
 created by any Finance Document, other than such rights or claims or security
 being enforced, be released in order to facilitate such enforcement action
 and/or realisation and, notwithstanding any other provision of the Finance
 Documents, each Finance Party hereby irrevocably authorises the Security
 Agent (acting on the instructions of the Agent) to grant any such releases to
 the extent necessary to fully effect such enforcement action and realisation
 including, without limitation, to the extent necessary for such purposes to
 execute release documents in the name of and on behalf of the Finance
 Parties. Where the relevant enforcement is by way of disposal of shares in
 the Borrower, the requisite release shall include releases of all claims
 (including under guarantees) of the Finance Parties and/or the Security Agent
 against the Borrower and of all Security Interests over the assets of the
 Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.30

 	
  

 	
 Undertaking to pay

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor which is a Party undertakes with the Security Agent on behalf of the
 Finance Parties that it will, on demand by the Security Agent, pay to the
 Security Agent all money from time to time owing, and discharge all other
 obligations from time to time incurred, by it under or in connection with the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.31

 	
  

 	
 Additional trustees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Security Agent shall have power by notice in writing to the other Finance
 Parties and the Borrower to appoint any person approved by the Majority
 Lenders (such approval not to be unreasonably withheld or delayed) either to
 act as separate trustee or as co-trustee jointly with the Security Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if
 the Security Agent reasonably considers such appointment to be in the best
 interests of the Finance Parties;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 for
 the purpose of conforming with any legal requirement, restriction or
 condition in any jurisdiction in which any particular act is to be performed;
 or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 for
 the purpose of obtaining a judgment in any jurisdiction or the enforcement in
 any jurisdiction against any person of a judgment already obtained,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and
 any person so appointed shall (subject to the provisions of this Agreement)
 have such rights (including as to reasonable remuneration), powers, duties
 and obligations as shall be conferred or imposed by the instrument of
 appointment. The Security Agent shall have power to remove any person so
 appointed. At the request of the Security Agent, the other parties to this Agreement
 shall forthwith execute all such documents and do all such things as may be
 required to perfect such appointment or removal and each such party
 irrevocably authorises the Security Agent in its name and on its behalf to do
 the same. Such a person shall accede to this Agreement as a Security Agent to
 the extent necessary to carry out their role on terms satisfactory to the
 Security Agent and (subject always to the provisions of this Agreement) have
 such trusts, powers, authorities, liabilities and discretions (not exceeding
 those conferred on the Security Agent by this Agreement and the other Finance
 Documents) and such duties and obligations as shall be conferred or imposed
 by the instrument of appointment (being no less onerous than would have applied
 to the Security Agent but for the appointment). The Security Agent shall not
 be bound to supervise, or be responsible for any loss incurred by reason of
 any act or omission of, any such person if the Security Agent shall have
 exercised reasonable care in the selection of such person.

 


84









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 31.32

 	
  

 	
 Non-recognition of trust

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 It
 is agreed by all the parties to this Agreement that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in
 relation to any jurisdiction the courts of which would not recognise or give
 effect to the trusts expressed to be constituted by this clause 31, the
 relationship of the Security Agent and the other Finance Parties shall be
 construed as one of principal and agent, but to the extent permissible under
 the laws of such jurisdiction, all the other provisions of this Agreement
 shall have full force and effect between the parties to this Agreement; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 provisions of this clause 31 insofar as they relate to the Security Agent in
 its capacity as trustee for the Finance Parties and the relationship between
 themselves and the Security Agent as their trustee may be amended by
 agreement between the other Finance Parties and the Security Agent. The
 Security Agent may amend all documents necessary to effect the alteration of
 the relationship between the Security Agent and the other Finance Parties and
 each such other party irrevocably authorises the Security Agent in its name
 and on its behalf to execute all documents necessary to effect such
 amendments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32

 	
  

 	
 Conduct of business by the Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.1

 	
  

 	
 Finance Parties tax affairs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 provision of this Agreement will:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 interfere
 with the right of any Finance Party to arrange its affairs (tax or otherwise)
 in whatever manner it thinks fit;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 oblige
 any Finance Party to investigate or claim any credit, relief, remission or
 repayment available to it or the extent, order and manner of any claim; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 oblige
 any Finance Party to disclose any information relating to its affairs (tax or
 otherwise) or any computations in respect of Tax.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2

 	
  

 	
 Finance Parties acting together

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding
 clause 2.2 (Finance
 Parties’ rights and obligations), if the Agent makes a declaration
 under clause 28.23 (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 the Borrower, any Obligors or any Subsidiaries
 of an Obligor and generally administer the Facility in accordance with the
 wishes of the Majority Lenders. All the Finance Parties shall be bound by the
 provisions of this clause and no Finance Party shall be entitled to take
 action independently against any Obligor or any of its assets without the
 prior consent of the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This
 clause shall not override clause 31 (Roles of Agent, Security Agent and
 Arranger) as it applies to the Security Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.3

 	
  

 	
 Majority Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.3.1

 	
  

 	
 Where
 any Finance Document provides for any matter to be determined by reference to
 the opinion of, or to be subject to the consent, approval or request of, the
 Majority Lenders or for any action to be taken on the instructions of the
 Majority Lenders (a “majority decision”), such majority
 decision shall (as between the Lenders) only be regarded as having been
 validly given or issued by the Majority Lenders if all the Lenders shall have
 received prior notice of the matter on which such majority decision is
 required and the relevant majority of Lenders shall have given or issued such
 majority decision. However (as between any Obligor and the Finance Parties)
 the relevant Obligor shall be entitled (and bound) to assume that such notice
 shall have been duly received by each Lender and that the relevant majority
 shall have been obtained to 

 


85









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 constitute
 Majority Lenders when notified to this effect by the Agent whether or not
 this is the case.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.3.2

 	
  

 	
 If,
 within ten Business Days of the Agent despatching to each Lender a notice
 requesting instructions (or confirmation of instructions) from the Lenders or
 the agreement of the Lenders to any amendment, modification, waiver,
 variation or excuse of performance for the purposes of, or in relation to,
 any of the Finance Documents, the Agent has not received a reply specifically
 giving or confirming or refusing to give or confirm the relevant instructions
 or, as the case may be, approving or refusing to approve the proposed
 amendment, modification, waiver, variation or excuse of performance, then
 (irrespective of whether such Lender responds at a later date) the Agent
 shall treat any Lender which has not so responded as having indicated a
 desire to be bound by the wishes of 662/3% of those
 Lenders (measured in terms of the total Commitments of those Lenders) which
 have so responded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.3.3

 	
  

 	
 For
 the purposes of clause 32.3.2, any Lender which notifies the Agent of a wish or
 intention to abstain on any particular issue shall be treated as if it had
 not responded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4

 	
  

 	
 Conflicts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4.1

 	
  

 	
 The
 Borrower acknowledges that any Arranger and its parent undertaking,
 subsidiary undertakings and fellow subsidiary undertakings (together an Arranger
 Group) may be providing debt finance, equity capital or other
 services (including financial advisory services) to other persons with which
 the Borrower may have conflicting interests in respect of the Facility or
 otherwise.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4.2

 	
  

 	
 No
 member of an Arranger Group shall use confidential information gained from
 any Obligor by virtue of the Facility or its relationships with any Obligor
 in connection with their performance of services for other persons. This
 shall not, however, affect any obligations that any member of an Arranger
 Group has as Agent in respect of the Finance Documents. The Borrower also
 acknowledges that no member of an Arranger Group has any obligation to use or
 furnish to any Obligor information obtained from other persons for their
 benefit.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4.3

 	
  

 	
 The
 terms parent
 undertaking, subsidiary undertaking and fellow
 subsidiary undertaking when used in this clause have the
 meaning given to them in sections 1161 and 1162 of the Companies Act
 2006.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.5

 	
  

 	
 Replacement of a Defaulting Lender

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.5.1

 	
  

 	
 The
 Borrower may, at any time a Lender has become and continues to be a
 Defaulting Lender, by giving 20 Business Days’ prior written notice to the
 Agent and such Lender:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 replace
 such Lender by requiring such Lender to (and to the extent permitted by law
 such Lender shall) transfer pursuant to clause 29 (Changes to the Lenders)
 all (and not part only) of its rights and obligations under this Agreement;
 or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 require
 such Lender to (and to the extent permitted by law such Lender shall)
 transfer pursuant to clause 29 (Changes to the Lenders) all (and not
 part only) of the undrawn Commitment of the Lender,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to
 a Lender or other bank, financial institution, trust, fund or other entity (a
 “Replacement
 Lender”) selected by the Borrower, and which is acceptable to the
 Agent (acting reasonably) and (in the case of any transfer of any undrawn
 Commitments), which confirms its willingness to assume and does assume all
 the obligations or all the relevant obligations of the transferring Lender
 (including the assumption of the transferring Lender’s participations or
 unfunded participations (as the case may be) on the same basis as the
 transferring Lender) for a purchase price in cash payable at the time of
 transfer equal to the outstanding principal amount of such Lender’s
 participation in the outstanding Utilisations and all accrued interest, Break
 Costs and other amounts payable in relation thereto under the Finance
 Documents.

 


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 32.5.2

 	
  

 	
 Any
 transfer of rights and obligations of a Defaulting Lender pursuant to this
 clause shall be subject to the following conditions:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 Borrower shall have no right to replace the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 neither
 the Agent nor the Defaulting Lender shall have any obligation to the Borrower
 to find a Replacement Lender;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 transfer must take place no later than 20 days after the notice referred to
 in clause 32.5.1; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in
 no event shall the Defaulting Lender be required to pay or surrender to the
 Replacement Lender any of the fees received by the Defaulting Lender pursuant
 to the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33

 	
  

 	
 Sharing among the Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.1

 	
  

 	
 Payments to Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 a Finance Party (a Recovering Finance Party) receives or
 recovers any amount from an Obligor other than in accordance with clause 34 (Payment
 mechanics) and applies that amount to a payment due under the
 Finance Documents then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 Recovering Finance Party shall, within three Business Days, notify details of
 the receipt or recovery, to the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Agent shall determine whether the receipt or recovery is in excess of the
 amount the Recovering Finance Party would have been paid had the receipt or
 recovery been received or made by the Agent and distributed in accordance
 with clause 34 (Payment mechanics), without taking account of any Tax
 which would be imposed on the Agent in relation to the receipt, recovery or
 distribution; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 Recovering Finance Party shall, within three Business Days of demand by the
 Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
 recovery less any amount which the Agent determines may be retained by the
 Recovering Finance Party as its share of any payment to be made, in
 accordance with clause 34.5 (Partial payments).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.2

 	
  

 	
 Redistribution of payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent shall treat the Sharing Payment as if it had been paid by the relevant
 Obligor and distribute it between the Finance Parties (other than the
 Recovering Finance Party) in accordance with clause 34.5 (Partial payments).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3

 	
  

 	
 Recovering Finance Party’s rights

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3.1

 	
  

 	
 On
 a distribution by the Agent under clause 33.2 (Redistribution of payments),
 the Recovering Finance Party will be subrogated to the rights of the Finance
 Parties which have shared in the redistribution.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3.2

 	
  

 	
 If
 and to the extent that the Recovering Finance Party is not able to rely on
 its rights under clause 33.3.1 above, the relevant Obligor shall be liable to the
 Recovering Finance Party for a debt equal to the Sharing Payment which is
 immediately due and payable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.4

 	
  

 	
 Reversal of redistribution

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 any part of the Sharing Payment received or recovered by a Recovering Finance
 Party becomes repayable and is repaid by that Recovering Finance Party, then:

 


87









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 each
 Finance Party which has received a share of the relevant Sharing Payment
 pursuant to clause 33.2 (Redistribution of payments) shall, upon
 request of the Agent, pay to the Agent for account of that Recovering Finance
 Party an amount equal to the appropriate part of its share of the Sharing
 Payment (together with an amount as is necessary to reimburse that Recovering
 Finance Party for its proportion of any interest on the Sharing Payment which
 that Recovering Finance Party is required to pay); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 that
 Recovering Finance Party’s rights of subrogation in respect of any
 reimbursement shall be cancelled and the relevant Obligor will be liable to
 the reimbursing Lender for the amount so reimbursed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5.1

 	
  

 	
 This
 clause 33 shall not apply to the extent that the Recovering Finance Party
 would not, after making any payment pursuant to this clause, have a valid and
 enforceable claim against the relevant Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5.2

 	
  

 	
 A
 Recovering Finance Party is not obliged to share with any other Finance Party
 any amount which the Recovering Finance Party has received or recovered as a
 result of taking legal or arbitration proceedings in accordance with the
 terms of this Agreement, if:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 it
 notified that other Finance Party of the legal or arbitration proceedings;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 that
 other Finance Party had an opportunity to participate in those legal or
 arbitration proceedings but did not do so as soon as reasonably practicable
 having received notice and did not take separate legal or arbitration
 proceedings.

 


88









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 9 - ADMINISTRATION

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34

 	
  

 	
 Payment mechanics

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.1

 	
  

 	
 Payments to the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.1.1

 	
  

 	
 On
 each date on which an Obligor or a Lender is required to make a payment under
 a Finance Document, that Obligor or Lender shall make the same available to
 the Agent (unless a contrary indication appears in a Finance Document) for
 value on the due date at the time and in such funds specified by the Agent as
 being customary at the time for settlement of transactions in the relevant
 currency in the place of payment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.1.2

 	
  

 	
 Payment
 shall be made to such account in the principal financial centre of the
 country of that currency (or, in relation to euro, in a principal financial
 centre in a Participating Member State or London) with such bank as the Agent
 specifies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.2

 	
  

 	
 Distributions by the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 payment received by the Agent under the Finance Documents for another Party
 shall, subject to clause 34.3 (Distributions to an Obligor) and clause
 34.4 (Clawback)
 be made available by the Agent as soon as practicable after receipt to the
 Party entitled to receive payment in accordance with this Agreement (in the
 case of a Lender, for the account of its Facility Office), to such account as
 that Party may notify to the Agent by not less than five Business Days’
 notice with a bank in the principal financial centre of the country of that
 currency (or, in relation to euro, in the principal financial centre of a
 Participating Member State or London).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.3

 	
  

 	
 Distributions to an Obligor

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent may (with the consent of the Obligor or in accordance with clause 35 (Set-off))
 apply any amount received by it for that Obligor in or towards payment (on
 the date and in the currency and funds of receipt) of any amount due from
 that Obligor under the Finance Documents or in or towards purchase of any
 amount of any currency to be so applied.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.4

 	
  

 	
 Clawback

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.4.1

 	
  

 	
 Where
 a sum is to be paid to the Agent under the Finance Documents for another
 Party, the Agent is not obliged to pay that sum to that other Party (or to enter
 into or perform any related exchange contract) until it has been able to
 establish to its satisfaction that it has actually received that sum.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.4.2

 	
  

 	
 If
 the Agent pays an amount to another Party and it proves to be the case that
 the Agent had not actually received that amount, then the Party to whom that
 amount (or the proceeds of any related exchange contract) was paid by the
 Agent shall on demand refund the same to the Agent together with interest on
 that amount from the date of payment to the date of receipt by the Agent,
 calculated by the Agent to reflect its cost of funds.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5

 	
  

 	
 Partial payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5.1

 	
  

 	
 If
 the Agent receives a payment for application against amounts due under the
 Finance Documents that is insufficient to discharge all the amounts then due
 and payable by an Obligor under those Finance Documents, the Agent shall
 apply that payment towards the obligations of that Obligor under those
 Finance Documents in the following order:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, in or towards payment
 pro rata of any unpaid fees, costs and expenses (ignoring any fees payable
 under clause 11 (Fees)) of the Agent, the Security Agent or the Arrangers
 under those Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly, in or towards payment
 to the Lenders pro rata of any amount owing to the Lenders under clause 31.10 (Lenders’
 indemnity to the Agent) including any amount

 


89








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 resulting from the indemnity to the Security Agent under clause
 31.20.1 (Application
 of certain clauses to Security Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly, in or towards payment to the
 Lenders pro rata of any accrued interest, fee or commission due but unpaid
 under those Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly, in or towards payment to the
 Lenders pro rata of any principal which is due but unpaid under those Finance
 Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly, in or towards payment pro rata
 of any other sum due but unpaid under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5.2

 	
  

 	
 The Agent shall, if so directed by all the Lenders, vary the order
 set out in paragraphs (b) to (e) of clause 34.5.1.

 
	
  

 	
  

 	
  

 
	
 34.5.3

 	
  

 	
 Clauses 34.5.1 and 34.5.2 above will override any appropriation made by
 an Obligor.

 
	
  

 	
  

 	
  

 
	
 34.6

 	
  

 	
 No set-off by Obligors

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All payments to be made by an Obligor under the Finance Documents
 shall be calculated and be made without (and free and clear of any deduction
 for) set-off or counterclaim.

 
	
  

 	
  

 	
  

 
	
 34.7

 	
  

 	
 Business Days

 
	
  

 	
  

 	
  

 
	
 34.7.1

 	
  

 	
 Any payment which is due to be made on a day that is not a Business
 Day shall be made on the next Business Day in the same calendar month (if
 there is one) or the preceding Business Day (if there is not).

 
	
  

 	
  

 	
  

 
	
 34.7.2

 	
  

 	
 During any extension of the due date for payment of any principal or
 Unpaid Sum under this Agreement interest is payable on the principal or
 Unpaid Sum at the rate payable on the original due date.

 
	
  

 	
  

 	
  

 
	
 34.8

 	
  

 	
 Currency of account

 
	
  

 	
  

 	
  

 
	
 34.8.1

 	
  

 	
 Subject to clauses 34.8.2 to 34.8.3, dollars is the currency of
 account and payment for any sum due from an Obligor under any Finance
 Document.

 
	
  

 	
  

 	
  

 
	
 34.8.2

 	
  

 	
 A repayment of all or part of the Loan or an Unpaid Sum and each
 payment of interest shall be made in dollars on its due date.

 
	
  

 	
  

 	
  

 
	
 34.8.3

 	
  

 	
 Each payment in respect of the amount of any costs, expenses or Taxes
 or other losses shall be made in dollars and, if they were incurred in a
 currency other than dollars, the amount payable under the Finance Documents
 shall be the equivalent in dollars of the relevant amount in such other
 currency on the date on which it was incurred.

 
	
  

 	
  

 	
  

 
	
 34.8.4

 	
  

 	
 All moneys received or held by the Security Agent or by a Receiver
 under a Security Document in a currency other than dollars may be sold for
 dollars and the Obligor which executed that Security Document shall indemnify
 the Security Agent against the full cost in relation to the sale. Neither the
 Security Agent nor such Receiver will have any liability to that Obligor in
 respect of any loss resulting from any fluctuation in exchange rates after
 the sale.

 
	
  

 	
  

 	
  

 
	
 34.9

 	
  

 	
 Disruption to Payment Systems etc.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If either the Agent determines (in its discretion) that a Disruption
 Event has occurred or the Agent is notified by the Borrower that a Disruption
 Event has occurred:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (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;

 


90









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent shall not be obliged to consult with the Borrower in
 relation to any changes mentioned in paragraph (a) above if, in its opinion,
 it is not practicable to do so in the circumstances and, in any event, shall
 have no obligation to agree to such changes;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Agent may consult with the Finance Parties in relation to any
 changes mentioned in paragraph (a) above but shall not be obliged to do so
 if, in its opinion, it is not practicable to do so in the circumstances;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any such changes agreed upon by the Agent and the Borrower shall
 (whether or not it is finally determined that a Disruption Event has
 occurred) be binding upon the Parties as an amendment to (or, as the case may
 be, waiver of) the terms of the Finance Documents notwithstanding the
 provisions of clause 42 (Amendments and grant of waivers);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the Agent shall not be liable for any damages, costs or losses
 whatsoever (including, without limitation for negligence, gross negligence or
 any other category of liability whatsoever but not including any claim based
 on the fraud of the Agent) arising as a result of its taking, or failing to
 take, any actions pursuant to or in connection with this clause 34.9; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 the Agent shall notify the Finance Parties of all changes agreed
 pursuant to paragraph (d) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35

 	
  

 	
 Set-off

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Finance Party may set off any matured obligation due from an
 Obligor under the Finance Document (to the extent beneficially owned by that Finance
 Party) against any matured obligation owed by that Finance Party to that
 Obligor, regardless of the place of payment, booking branch or currency of
 either obligation. If the obligations are in different currencies, the
 Finance Party may convert either obligation at a market rate of exchange in
 its usual course of business for the purpose of the set-off.

 
	
  

 	
  

 	
  

 
	
 36

 	
  

 	
 Notices

 
	
  

 	
  

 	
  

 
	
 36.1 

 	
  

 	
 Communications in writing 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any communication to be made under or in connection with the Finance
 Documents shall be made in writing and, unless otherwise stated, may be made
 by fax or letter.

 
	
  

 	
  

 	
  

 
	
 36.2 

 	
  

 	
 Addresses 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The address, and fax number (and the department or officer, if any,
 for whose attention the communication is to be made) of each Obligor or
 Finance Party for any communication or document to be made or delivered under
 or in connection with the Finance Documents is:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the case of any Obligor which is a Party, that identified with its
 name in Schedule 1 (The original parties);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in the case of any Obligor which is not a Party, that identified in
 any Finance Document to which it is a party;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in the case of any Original Lender, the Security Agent, the Agent and
 any other original Finance Party that identified with its name in Schedule 1
 (The
 original parties); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in the case of each other Lender or Finance Party, that notified in
 writing to the Agent on or prior to the date on which it becomes a Party in
 the relevant capacity,

 


91









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or, in each case, any substitute address, fax number, or department
 or officer as an Obligor or Finance Party may notify to the Agent (or the
 Agent may notify to the other Parties, if a change is made by the Agent) by
 not less than five Business Days’ notice.

 
	
  

 	
  

 	
  

 
	
 36.3

 	
  

 	
 Delivery

 
	
  

 	
  

 	
  

 
	
 36.3.1

 	
  

 	
 Any communication or document made or delivered by one person to
 another under or in connection with the Finance Documents will only be
 effective:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if by way of fax, when received in legible form; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if by way of letter, when it has been left at the relevant address or
 five Business Days after being deposited in the post postage prepaid in an
 envelope addressed to it at that address,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, if a particular department or officer is specified as part of
 its address details provided under clause 36.2 (Addresses), if addressed
 to that department or officer.

 
	
  

 	
  

 	
  

 
	
 36.3.2

 	
  

 	
 Any communication or document to be made or delivered to the Agent or
 the Security Agent will be effective only when actually received by the Agent
 or the Security Agent and then only if it is expressly marked for the
 attention of the department or officer identified in Schedule 1 (The
 original parties) (or any substitute department or officer as the
 Agent or the Security Agent shall specify for this purpose).

 
	
  

 	
  

 	
  

 
	
 36.3.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.3.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.4

 	
  

 	
 Notification of address and fax number

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Promptly upon receipt of notification of an address and fax number or
 change of address or fax number pursuant to clause 36.2 (Addresses) or changing its
 own address or fax number, the Agent shall notify the other Parties.

 
	
  

 	
  

 	
  

 
	
 36.5

 	
  

 	
 Electronic communication (Finance Parties)

 
	
  

 	
  

 	
  

 
	
 36.5.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their address or any other such
 information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Finance Parties hereby confirm that unless and until notified to
 the contrary, communication by electronic mail or other electronic means is
 an accepted form of communication.

 
	
  

 	
  

 	
  

 
	
 36.5.2

 	
  

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

 


92









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 36.6

 	
  

 	
 Electronic Communications (Obligors)

 
	
  

 	
  

 	
  

 
	
 36.6.1

 	
  

 	
 Any general communication made between any Finance Party and any
 Obligor, may be made by electronic mail or other electronic means
 (irrespective of any associated risks) if the parties:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their address or any other such
 information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the Finance Parties and each Obligor hereby confirm that
 unless and until notified to the contrary, communication by electronic mail
 is an acceptable form of general communication.

 
	
  

 	
  

 	
  

 
	
 36.6.2

 	
  

 	
 Each of the Finance Parties and each Obligor agrees and confirms that
 any communications which involves the giving or receiving of notice (of any
 nature) under this Agreement or relates to the making of requests or demands
 under this Agreement may only be made in accordance with clause 36.3 (Delivery).

 
	
  

 	
  

 	
  

 
	
 36.6.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.7

 	
  

 	
 English language

 
	
  

 	
  

 	
  

 
	
 36.7.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 36.7.2

 	
  

 	
 All other documents provided under or in connection with any Finance
 Document shall be:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in English; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if not in English, and if so required by the Agent, accompanied by a
 certified English translation and, in this case, the English translation will
 prevail unless the document is a constitutional, statutory or other official
 document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37

 	
  

 	
 Calculations and certificates

 
	
  

 	
  

 	
  

 
	
 37.1

 	
  

 	
 Accounts

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In any litigation or arbitration proceedings arising out of or in
 connection with a Finance Document, the entries made in the accounts
 maintained by a Finance Party are prima facie evidence of the matters to
 which they relate.

 
	
  

 	
  

 	
  

 
	
 37.2

 	
  

 	
 Certificates and determinations

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any certification or determination by the Agent of a rate or amount
 under any Finance Document is in the absence of manifest error, conclusive
 evidence of the matters to which it relates.

 
	
  

 	
  

 	
  

 
	
 37.3

 	
  

 	
 Day count convention

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any interest, commission or fee accruing under a Finance Document
 will accrue from day to day and is calculated on the basis of the actual
 number of days elapsed and a year of 360 days or, in any case where the
 practice in the Interbank Market differs, in accordance with that market
 practice.

 


93









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38

 	
  

 	
 Partial invalidity

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, at any time, any provision of the Finance Documents is or becomes
 illegal, invalid or unenforceable in any respect under any law of any
 jurisdiction, neither the legality, validity or enforceability of the
 remaining provisions nor the legality, validity or enforceability of such
 provision under the law of any other jurisdiction will in any way be affected
 or impaired.

 
	
  

 	
  

 	
  

 
	
 39

 	
  

 	
 Remedies and waivers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No failure to exercise, nor any delay in exercising, on the part of
 any Finance Party, any right or remedy under the Finance Documents shall
 operate as a waiver, nor shall any single or partial exercise of any right or
 remedy prevent any further or other exercise or the exercise of any other
 right or remedy. The rights and remedies provided in the Finance Documents
 are cumulative and not exclusive of any rights or remedies provided by law.

 
	
  

 	
  

 	
  

 
	
 40

 	
  

 	
 Amendments and grant of waivers

 
	
  

 	
  

 	
  

 
	
 40.1

 	
  

 	
 Required consents

 
	
  

 	
  

 	
  

 
	
 40.1.1

 	
  

 	
 Any term of the Finance Documents may be amended or waived, or a
 consent given by the Agent in respect of such term or the Agent may provide
 its opinion with respect to such term, with the consent of the Agent acting
 on the instructions of all of the Lenders unless such Finance Documents
 provides that such amendment or waiver may be made with the consent of the
 Majority Lenders and, if it affects the rights and obligations of the
 Security Agent or the Agent, the consent of the Agent or the Security Agent)
 and any such amendment or waiver agreed or given by the Agent will be binding
 on the other Finance Parties.

 
	
  

 	
  

 	
  

 
	
 40.1.2

 	
  

 	
 The Agent may (or, in the case of the Security Documents, instruct
 the Security Agent to) effect, on behalf of any Finance Party, any amendment
 or waiver permitted by this clause.

 
	
  

 	
  

 	
  

 
	
 40.1.3

 	
  

 	
 An amendment or waiver which relates to the rights or obligations of
 the Agent, the Security Agent or the Arrangers in their respective capacities
 as such (and not just as a Lender) may not be effected without the consent of
 the Agent, Security Agent or the Arrangers (as the case may be).

 
	
  

 	
  

 	
  

 
	
 40.1.4

 	
  

 	
 Notwithstanding clauses 40.1.1 to 40.1.3 (inclusive), the Agent may
 make technical amendments to the Finance Documents arising out of manifest
 errors on the face of the Finance Documents, where such amendments would not
 prejudice or otherwise be adverse to the interests of any Finance Party
 without any reference or consent of the Finance Parties.

 
	
  

 	
  

 	
  

 
	
 40.2

 	
  

 	
 Releases

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with the approval of the Lenders or as is expressly permitted
 or required by the Finance Documents, the Agent shall not have authority to
 authorise the Security Agent to release:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any Charged Property from the security constituted by any Security
 Document; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any Obligor from any of its guarantee or other obligations under any
 Finance Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41

 	
  

 	
 Counterparts

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Finance Document may be executed in any number of counterparts,
 and this has the same effect as if the signatures on the counterparts were on
 a single copy of the Finance Document.

 


94










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECTION 10 - GOVERNING LAW AND ENFORCEMENT

 
	
  

 	
  

 	
  

 
	
 42

 	
  

 	
 Governing law

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 43

 	
  

 	
 Enforcement

 
	
  

 	
  

 	
  

 
	
 43.1

 	
  

 	
 Jurisdiction of English courts

 
	
  

 	
  

 	
  

 
	
 43.1.1

 	
  

 	
 The courts of England have exclusive jurisdiction to settle any
 dispute arising out of or in connection with this Agreement or any
 non-contractual obligations connected with it (including a dispute regarding
 the existence, validity or termination of this Agreement) (a Dispute).

 
	
  

 	
  

 	
  

 
	
 43.1.2

 	
  

 	
 The Parties agree that the courts of England are the most appropriate
 and convenient courts to settle Disputes and accordingly no Party will argue
 to the contrary.

 
	
  

 	
  

 	
  

 
	
 43.1.3

 	
  

 	
 This clause 43.1 is for the benefit of the Finance Parties only. As a
 result, no Finance Party shall be prevented from taking proceedings relating
 to a Dispute in any other courts with jurisdiction. To the extent allowed by
 law, the Finance Parties may take concurrent proceedings in any number of
 jurisdictions.

 
	
  

 	
  

 	
  

 
	
 43.2

 	
  

 	
 Service of process

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without prejudice to any other mode of service allowed under any
 relevant law, each Obligor which is a Party:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 irrevocably appoints the person named in Schedule 1 (The
 original parties) as that Obligor’s English process agent as its
 agent for service of process in relation to any proceedings before the
 English courts in connection with any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 agrees that failure by a process agent to notify the relevant Obligor
 of the process will not invalidate the proceedings concerned; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 if any person appointed as process agent for an Obligor is unable for
 any reason to act as agent for service of process, that Obligor must
 immediately (and in any event within ten days of such event taking place)
 appoint another agent on terms acceptable to the Agent. Failing this, the
 Agent may appoint another agent for this purpose.

 


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


95






Schedule 1

The original parties


Borrower


	
  

 	
  

 
	


 
	
 Name:

 	
 GAS-two Ltd.

 
	
 Jurisdiction of incorporation

 	
 Bermuda

 
	
 Registration number (or equivalent, if any)

 	
 41495

 
	
 English process agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for service of notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 





GasLog


	
  

 	
  

 
	


 
	
 Name of GasLog

 	
 GasLog Ltd.

 
	
 Jurisdiction of incorporation

 	
 Bermuda

 
	
 Registration number (or equivalent, if any)

 	
 33928

 
	
 English process agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for service of notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 





GasLog Carriers


	
  

 	
  

 
	


 
	
 Name of GasLog Carriers

 	
 GasLog Carriers Ltd.

 
	
 Jurisdiction of incorporation

 	
 Bermuda

 
	
 Registration number (or equivalent, if any)

 	
 41493

 
	
 English process agent (if not incorporated in England)

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
 Clarendon House, 2 Church Street, Hamilton
 HM11, Bermuda

 
	
 Address for service of notices

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco
 SAM, Gildo Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 


96








The Original Lenders


	
  

 	
  

 	
  

 	
  

 	
  

 
	


 
	
 Name

 	
  

 	
 DNB Bank ASA

 	
 National Bank of

 Greece S.A.

 	
 UBS AG

 
	
 Facility
 Office, address, fax number and attention details for notices and account
 details for payments

 	
  

 	
 20 St. Dunstan’s
 Hill

 London EC3R 8SY

 

 For credit matters:

 Mr Alex Ryland/ Mr

 Christo Nikolov

 Fax: +44(0)207 626

 5956

 

 For loan

 administration

 matters:

 

 Mr Mike Rufian / Mr

 Simon Beedleston

 Fax: +44(0) 207 283

 4430

 	
 2 Bouboulinas

 Street & Akti

 Miaouli

 Piraeus 185 35

 Greece

 

 For credit matters:

 Ms Kalamvouni/Ms

 Antoniou

 Fax:+30 210

 4144120

 

 For loan

 administration

 matters:

 

 Mr. Kalyvas

 Fax: +30210

 4144092

 	
 Bahnhofstrasse, 45

 8001 Zurich

 

 For credit matters:

 Mr Reto Bleiker,

 Corporate Clients

 Advisor

 Fax: +41 (0)44 237 41

 41

 

 For loan administration

 matters:

 

 Fax: +41 44 237 41 41

 A/C No.: 0230-284035

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Commitment
 ($)

 	
  

 	
 49,166,666.66

 	
 49,166,666.66

 	
 49,166,666.66

 
	
 TOTAL

 	
  

 	
 147,500,000

 	
  

 	
  

 


97








The Agent


	
  

 	
  

 	
  

 
	


 
	
 Name

 	
  

 	
 DNB Bank ASA

 
	
 Facility Office, address, fax number and
 attention details for notices and account details for payments

 	
  

 	
 20 St. Dunstan’s
 Hill

 
	
  

 	
 London EC3R 8HY

 
	
  

 	
  

 
	
  

 	
 For credit
 matters:

 
	
  

 	
 Attn: Shipping
 Department

 
	
  

 	
 Fax: +44(0)207 626
 5956

 
	
  

 	
  

 
	
  

 	
 For loan administration
 matters:

 
	
  

 	
 Mr Mike Rufian

 
	
  

 	
 Fax: +44(0) 207
 283 4430

 






The Security Agent


	
  

 	
  

 	
  

 
	


 
	
 Name

 	
  

 	
 DNB Bank ASA

 
	
 Facility Office, address, fax number and
 attention details for notices and account details for payments

 	
  

 	
 20 St. Dunstan’s
 Hill

 
	
  

 	
 London EC3R 8HY

 
	
  

 	
  

 
	
  

 	
 For credit
 matters:

 
	
  

 	
 Attn: Shipping
 Department

 
	
  

 	
 Fax: +44(0)207 626
 5956

 
	
  

 	
  

 
	
  

 	
 For loan
 administration matters:

 
	
  

 	
 Mr Mike Rufian

 
	
  

 	
 Fax: +44(0) 207
 283 4430

 


98





Schedule 2

Ship information


	
  

 	
  

 	
  

 
	
 Builder:

 	
  

 	
 Samsung Heavy Industries Co., Ltd.

 
	
 Builder’s registered office:

 	
  

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

 Seoul, Korea.

 
	
 Hull Number:

 	
  

 	
 1642

 
	
  

 	
  

 	
  

 
	
 Scheduled delivery date:

 	
  

 	
 31 July 2010

 
	
  

 	
  

 	
  

 
	
 Date and description of Building Contract:

 	
  

 	
 Shipbuilding Contract dated 29 April 2005 as amended by amendment no. 1 dated
 28 June 2007 and novated to the Borrower under a novation agreement dated 28
 March 2008 and as may further be amended, supplemented or varied in
 accordance with the terms hereof

 
	
 Price:

 	
  

 	
 $212,869,430

 
	
  

 	
  

 	
  

 
	
 Contract Price:

 	
  

 	
 $191,096,200

 
	
  

 	
  

 	
  

 
	
 Date and number of Refund Guarantee:

 	
  

 	
 7 April 2008,
 MO902-505-LG-0032/1

 
	
  

 	
  

 	
  

 
	
 Name and address of Refund Guarantor:

 	
  

 	
 The Export-Import Bank of Korea

 
	
  

 	
  

 	
  

 
	
 Pre-Delivery Commitment:

 	
  

 	
 $80,000,000

 
	
  

 	
  

 	
  

 
	
 Delivery Commitment:

 	
  

 	
 $67,500,000

 
	
  

 	
  

 	
  

 
	
 Flag State

 	
  

 	
 Bermuda

 
	
  

 	
  

 	
  

 
	
 Charter description:

 	
  

 	
 Time Charter dated 19 August 2008 as
 novated and amended by a Master Time Charter Party and Confirmation
 Memorandum each dated 9 May 2011

 
	
 Charterer:

 	
  

 	
 Methane Services Limited, currently a
 wholly-owned subsidiary of BG Energy Holdings Limited

 
	
  

 	
  

 	
  

 
	
 Classification:

 	
  

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

 
	
 Classification Society:

 	
  

 	
 American Bureau of Shipping

 


99






Schedule 3

Conditions precedent


Part 1
Conditions precedent to any Utilisation


	
  

 	
  

 	
  

 
	
 1

 	
 Original Obligors’ corporate documents

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A
 copy of the Constitutional Documents of each Original Obligor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 copy of a resolution of the board of directors of each Original Obligor (or
 any committee of such board empowered to approve and authorise the following
 matters):

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 approving
 the terms of, and the transactions contemplated by, the Finance Documents the
 Building Contract or the Charter (Relevant
 Documents) to which it is a party and resolving that it execute
 the Relevant Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 authorising
 a specified person or persons to execute the Relevant Documents on its
 behalf; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 authorising
 a specified person or persons, on its behalf, to sign and/or despatch all
 documents and notices (including, if relevant, any Utilisation Request) to be
 signed and/or despatched by it under or in connection with the Relevant
 Documents to which it is a party.

 




	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If
 applicable, a copy of a resolution of the board of directors of the relevant
 company, establishing any committee referred to in paragraph (b) above
 and conferring authority on that committee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 A
 specimen of the signature of each person authorised by the resolution referred
 to in paragraph (b) above.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 (if
 a requirement under the Constitutional Documents of each Original Obligor or
 Bermudian law) A copy of a resolution signed by all the holders of the issued
 shares in each Original Obligor, approving the terms of, and the transactions
 contemplated by, the Relevant Documents to which such Obligor is a party.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 (if
 a requirement under the Constitutional Documents of each Original Obligor or
 Bermudian law) A copy of a resolution of the board of directors of each
 corporate shareholder of each Original Obligor approving the terms of the
 resolution referred to in paragraph (e) above.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 A
 certificate of the Counter Guarantor (signed by a director) confirming that
 borrowing or guaranteeing or securing, as appropriate, the Total Commitments
 would not cause any borrowing, guaranteeing or similar limit binding on any
 other Original Obligor to be exceeded.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 A
 copy of any power of attorney under which any person is to execute any of the
 Relevant Documents on behalf of any Original Obligor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 A
 certificate of an authorised signatory of the relevant Original Obligor
 certifying that each copy document relating to it specified in this Part of
 this Schedule is correct, complete and in full force and effect as at a
 date no earlier than the date of this Agreement and that any such resolutions
 or power of attorney have not been revoked.

 


100









	
  

 	
  

 	
  

 
	
 2

 	
 Legal opinions

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A
 legal opinion of Norton Rose LLP, London addressed to the Arrangers, the
 Security Agent and the Agent on matters of English law, substantially in the
 form approved by the Agent prior to signing this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 legal opinion of the legal advisers to the Arrangers, the Security Agent and
 the Agent in England and also each jurisdiction in which an Obligor is
 incorporated and/or which is or is to be the Flag State of the Ship, or in
 which an Account opened at Utilisation is established or which governs any
 assets which are to be the subject of a Security Interest substantially in
 the form approved by the Agent prior to signing this Agreement.

 
	
  

 	
  

 	
  

 
	
 3

 	
 Other documents and evidence

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence
 that any process agent referred to in clause 43.2 (Service of process) or any
 equivalent provision of any other Finance Document entered into on or before
 the first Utilisation Date, if not an Original Obligor, has accepted its
 appointment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 copy of any other authorisation or other document, opinion or assurance which
 the Agent considers to be necessary or desirable (if it has notified the
 Borrower accordingly) in connection with the entry into and performance of
 the transactions contemplated by any Finance Document which is executed on
 and dated the date of the Agreement or for the validity and enforceability of
 any Finance Document.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The
 Original Financial Statements.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 A
 copy, certified by an approved person to be a true and complete copy, of the
 Time Charter and of the supervision and management agreement entered into
 between the Borrower and the Manager (or another approved manager) in an
 approved form.

 
	
  

 	
  

 	
  

 
	
 4

 	
 Bank Accounts

 
	
  

 	
  

 
	
  

 	
 Evidence
 that any Account required to be established under clause 26 (Bank
 accounts) has been opened and established, that any Account
 Security in respect of each such Account has been executed and delivered by
 the Borrower in favour of the Security Agent and that any notice required to
 be given to an Account Bank under that Account Security has been given to it
 and acknowledged by it in the manner required by that Account Security and
 that an amount has been credited to it.

 
	
  

 	
  

 
	
 5

 	
 Construction matters

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The
 original Refund Guarantee and a copy, certified by an approved person to be a
 true and complete copy, of the Building Contract.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 Pre-Delivery Security Assignment duly executed by the Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Duly
 executed notices of assignment as required by the Pre-Delivery Security
 Assignment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Evidence
 that the acknowledgements of the notices of assignment required under the
 Pre-Delivery Security Assignment have been pre-cleared with and agreed by the
 Refund Guarantor and the Builder.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 (If
 required by the Lenders) a legal opinion of legal advisers to the Arrangers,
 the Security Agent and the Agent in Korea substantially in the form agreed with the
 Agent prior to signing this Agreement.

 


101









	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Evidence
 that the sum of $18,122,710 in respect of the Borrower’s equity in the Ship
 has been paid in an approved manner.

 
	
  

 	
  

 	
  

 
	
 6

 	
  “Know your customer” information

 
	
  

 	
  

 
	
  

 	
 Such
 documentation and information as any Finance Party may reasonably request through
 the Agent to comply with “know your customer” or similar identification
 procedures under all laws and regulations applicable to that Finance Party.

 
	
  

 	
  

 
	
 7

 	
 Guarantees and other Finance Documents

 
	
  

 	
  

 
	
  

 	
 The Counter Guarantee and the Guarantee duly executed
 and a copy, certified by an approved person to be a true and complete copy of
 the Counter Guarantor Representations Letter.

 
	
  

 	
  

 
	
 8

 	
 Share security

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 9

 	
 Charter security

 
	
  

 	
  

 
	
  

 	
 The
 Charter Assignment duly executed by the Borrower.

 
	
  

 	
  

 
	
 10

 	
 Subordination

 
	
  

 	
  

 
	
  

 	
 Evidence
 that any amounts of the Price funded by an Affiliate to the Borrower have
 been subordinated to the amounts owing under the Finance Documents in an
 approved manner.

 
	
  

 	
  

 
	
 11

 	
 Value of Security

 
	
  

 	
  

 
	
  

 	
 (In
 the case of the Utilisation in respect of the Pre-Delivery Commitment)
 valuations obtained (not more than 30 days before the first Utilisation Date)
 in accordance with clause 24 (Minimum security value) showing that the
 Security Value (relative to the Building Contract) will not be less than 120%
 of the Loan upon the Utilisation Date.

 
	
  

 	
  

 
	
 12

 	
 Deed of Release

 
	
  

 	
  

 
	
  

 	
 Deed (or deeds) of release in relation to the
 Existing Loan Agreement and any security granted in connection with this,
 duly executed, together with any notices required under any deed of release.

 


102





Part 2

Conditions precedent on Delivery


	
  

 	
  

 	
  

 
	
 1

 	
 Corporate
 documents

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A
 certificate of an authorised signatory of the Borrower certifying that each
 copy document relating to it specified in Part 1 of this Schedule remains
 correct, complete and in full force and effect as at a date no earlier than a
 date approved for this purpose and that any resolutions or power of attorney
 referred to in Part I of this Schedule in relation to it have not been
 revoked or amended.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 certificate of an authorised signatory of each other Obligor which is party
 to any of the Original Security Documents required to be executed at or
 before Delivery of the Ship certifying that each copy document relating to it
 specified in Part 1 of this Schedule remains correct, complete and in full
 force and effect as at a date no earlier than a date approved for this
 purpose and that any resolutions or power of attorney referred to in Part I
 of this Schedule in relation to it have not been revoked or amended.

 
	
  

 	
  

 	
  

 
	
 2

 	
 Security

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The
 Mortgage and the Deed of Covenant duly executed by the Borrower.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any
 Manager’s Undertaking required at Delivery pursuant to the Finance Documents
 duly executed by the relevant manager.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Duly
 executed notices of assignment and acknowledgements of those notices as required
 by any of the above Security Documents.

 
	
  

 	
  

 	
  

 
	
 3

 	
 Delivery and registration of Ship

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence
 that the Ship:

 




	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 is
 operationally seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 is
 insured in the manner required by the Finance Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

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

 




	
  

 	
  

 	
  

 
	
 4

 	
 Insurance

 
	
  

 	
  

 
	
  

 	
 In relation to the Ship’s Insurances:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 evidence that such Insurances have been placed in
 accordance with clause 23 (Insurance); and

 


103









	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 evidence
 that approved brokers, insurers and/or associations have issued or will issue
 letters of undertaking in favour of the Security Agent in an approved form in
 relation to the Insurances.

 
	
  

 	
  

 	
  

 
	
 5

 	
 ISM and ISPS Code

 
	
  

 	
  

 
	
  

 	
 Copies
 of:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 document of compliance issued in accordance with the ISM Code to the person
 who is the operator of the Ship for the purposes of that code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the
 international ship security certificate in respect of the Ship issued under
 the ISPS Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 If
 so requested by the Agent, any other certificates issued under any applicable
 code required to be observed by the Ship or in relation to its operation
 under any applicable law.

 
	
  

 	
  

 	
  

 
	
 6

 	
 Value of security

 
	
  

 	
  

 
	
  

 	
 Valuations
 obtained (not more than 30 days before the relevant Utilisation Date) in
 accordance with clause 24 (Minimum security
 value) showing that the Security Value (relative to the Ship) will
 be not less than 120% of the Available Facility upon execution of the
 Security Documents specified in paragraph 2 (Security)
 of this Part of this Schedule.

 
	
  

 	
  

 	
  

 
	
 7

 	
 Construction matters

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Evidence
 that the Contract Price of the Ship (as adjusted in accordance with its
 Building Contract) will have been paid upon the relevant Utilisation being
 made (with the Borrower having provided its equity to the Agent prior to the
 Utilisation Date) and that the Builder will not have any lien or other right
 to detain the ship on its Delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The
 original or a copy, certified by an approved person to be a true and complete
 copy, of the builder’s certificate and any bill of sale conveying title to
 the Ship to the Borrower and the protocol of delivery and acceptance,
 commercial invoice and any other delivery documentation required under the
 Building Contract.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Evidence
 that any amounts of the Price funded by an Affiliate to the Borrower have
 been subordinated to the amounts owing under the Finance Documents in an
 approved manner.

 
	
  

 	
  

 	
  

 
	
 8

 	
 Fees and expenses

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 9

 	
 Survey report

 
	
  

 	
  

 
	
  

 	
 (if
 required by the Agent) a survey report from approved surveyors obtained not
 more than 10 days before the relevant Utilisation Date evidencing that the
 Ship is seaworthy and capable of safe operation.

 
	
  

 	
  

 
	
 10

 	
 Environmental matters

 


104









	
  

 	
  

 	
  

 
	
  

 	
 (Promptly
 as of Delivery) Copies of the Ship’s certificate of financial responsibility
 and vessel response plan required under United States law and evidence of
 their approval by the appropriate United States government entity and (if
 requested by the Agent) an environmental report in respect of the Ship from
 an approved person.

 
	
  

 	
  

 
	
 11

 	
 Consents

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 12

 	
 Legal opinions

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A
 legal opinion of the legal advisers to the Arrangers, the Security Agent and
 the Agent in Korea and also each jurisdiction in which an Obligor is
 incorporated and/or which is or is to be the Flag State of the Ship, or which
 governs any assets which are to be the subject of a Security Interest
 substantially in the form approved by the Agent prior to Delivery.

 


105





Schedule 4

Utilisation Request


	
  

 	
  

 
	
 From:

 	
 Gas-two Ltd.

 
	
 To:

 	
 DNB Bank ASA (formerly DnB NOR Bank ASA)

 
	
 Dated:

 	
 [l]

 



Dear Sirs


$147,500,000

Facility Agreement dated 17 November 2009 (as amended and restated on [•] 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 an Advance on the following terms:

 




	
  

 	
  

 
	
 Proposed Utilisation Date:

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

 
	
 Amount:

 	
 $[80,000,000] [67,500,000] 

 [Note:
 the maximum amount to be advanced is 65% of the Security Value]

 




	
  

 	
  

 
	
 3

 	
 We confirm that each condition specified in
 clause 4.4 (Further conditions precedent) is
 satisfied on the date of this Utilisation Request.

 
	
  

 	
  

 
	
 4

 	
 The purpose of this Advance is [specify purpose complying with clause 3 of the
 Agreement] and its proceeds should be credited to
 [l] [specify account].

 
	
  

 	
  

 
	
 5

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

 
	
  

 	
  

 
	
 6

 	
 This Utilisation Request is irrevocable.

 





	
  

 
	
 Yours
 faithfully

 
	

 


 
	
 authorised
 signatory for

 
	
 GAS-two Ltd.

 


106





Schedule 5

Selection Notice


	
  

 	
  

 
	
 From:

 	
 GAS-two Ltd.

 
	
 To:

 	
 DNB Bank ASA (formerly DnB NOR Bank ASA)

 
	
 Dated:

 	
 [l]

 



Dear Sirs


$147,500,000


Facility Agreement dated 17 November 2009 (as
amended and restated on [•] 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 [l] months.

 
	
  

 	
  

 
	
 3

 	
 This Selection Notice is irrevocable.

 





	
  

 
	
 Yours
 faithfully

 
	

 


 
	
 authorised
 signatory for

 
	
 GAS-two Ltd.

 


107





Schedule 6

Mandatory Cost Formula


	
  

 	
  

 
	
 1

 	
 The
 Mandatory Cost is an addition to the interest rate to compensate Lenders for
 the cost of compliance with (a) the requirements of the Bank of England
 and/or the Financial Services Authority (or, in either case, any other
 authority which replaces all or any of its functions) or (b) the requirements
 of the European Central Bank.

 
	
  

 	
  

 
	
 2

 	
 On
 the first day of each Interest Period (or as soon as possible thereafter) the
 Agent shall calculate, as a percentage rate, a rate (the “Additional
 Cost Rate”) for each Lender, in accordance with the
 paragraphs set out below. The Mandatory Cost will be calculated by the
 Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted
 in proportion to the percentage participation of each Lender in the relevant
 Loan) and will be expressed as a percentage rate per annum.

 
	
  

 	
  

 
	
 3

 	
 The
 Additional Cost Rate for any Lender lending from a Facility Office in a
 Participating Member State will be the percentage notified by that Lender to
 the Agent. This percentage will be certified by that Lender in its notice to
 the Agent to be its reasonable determination of the cost (expressed as a
 percentage of that Lender’s participation in all Loans made from that Facility
 Office) of complying with the minimum reserve requirements of the European
 Central Bank in respect of loans made from that Facility Office.

 
	
  

 	
  

 
	
 4

 	
 The
 Additional Cost Rate for any Lender lending from a Facility Office in the
 United Kingdom will be calculated by the Agent as follows:

 






	
  

 	
  

 	
  

 
	
 (a)

 	
 in relation to a sterling Loan:

 



	
  

 	
  

 	
  

 
	
  

 	
 AB + C(B – D) + E x 0.01

 	
  per cent. per annum

 
	
  

 	
 100 – (A + C)

 







	
  

 	
  

 	
  

 
	
 (b)

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

 



	
  

 	
  

 	
  

 
	
  

 	
 E x 0.01

 	
  per cent. per annum.

 
	
  

 	
 300

 





	
  

 	
  

 
	
  

 	
 Where:

 
	
  

 	
  

 
	
 A.

 	
 is
 the percentage of Eligible Liabilities (assuming these to be in excess of any
 stated minimum) which that Lender is from time to time required to maintain
 as an interest free cash ratio deposit with the Bank of England to comply
 with cash ratio requirements.

 
	
  

 	
  

 
	
 B.

 	
 is
 the percentage rate of interest (excluding the Margin and the Mandatory Cost)
 and, if the Loan is an Unpaid Sum, the additional rate of interest specified
 in clause 8.3.1 (Default interest) payable for the relevant Interest Period
 on the Loan.

 
	
  

 	
  

 
	
 C.

 	
 is
 the percentage (if any) of Eligible Liabilities which that Lender is required
 from time to time to maintain as interest bearing Special Deposits with the
 Bank of England.

 
	
  

 	
  

 
	
 D.

 	
 is
 the percentage rate per annum payable by the Bank of England to the Agent on
 interest bearing Special Deposits.

 
	
  

 	
  

 
	
 E.

 	
 is
 designed to compensate Lenders for amounts payable under the Fees Rules and
 is calculated by the Agent as being the average of the most recent rates of
 charge supplied by the Reference Banks to the Agent pursuant to
 paragraph 7 below and expressed in pounds per £1,000,000.

 
	
  

 	
  

 
	
 5

 	
 For
 the purposes of this Schedule:

 


108









	
  

 	
  

 	
  

 
	
  

 	
 (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.

 


109









	
  

 	
  

 
	
 13

 	
 The Agent may from time to time, after consultation with the Borrower
 and the Lenders, determine and notify to all Parties any amendments which are
 required to be made to this Schedule in order to comply with any change in
 law, regulation or any requirements from time to time imposed by the Bank of
 England, the Financial Services Authority or the European Central Bank (or,
 in any case, any other authority which replaces all or any of its functions)
 and any such determination shall, in the absence of manifest error, be
 conclusive and binding on all Parties. 

 


110






Schedule 7 

Form of Transfer Certificate


To:     [l] as Agent 


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


Dated: 


$147,500,000 Facility Agreement
dated 17 November 2009 (as amended and restated on [l]
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 29.5 (Procedure
 for transfer): 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Existing Lender and the New Lender agree to the Existing Lender
 assigning to the New Lender all or part of the Existing Lender’s Commitment
 rights and assuming the Existing Lender’s obligations referred to in the
 Schedule in accordance with clause 29.5 (Procedure
 for transfer) and the Existing Lender assigns and agrees to assign
 such rights to the New Lender with effect from the Transfer Date] 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The proposed Transfer Date is [●]. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Facility Office and address, fax number and attention details for
 notices of the New Lender for the purposes of clause 36.2 (Addresses) are set out in the Schedule. 

 
	
  

 	
  

 	
  

 
	
 3

 	
 The New Lender expressly acknowledges the limitations on the Existing
 Lender’s obligations set out in clause 29.4.3. 

 
	
  

 	
  

 	
  

 
	
 4

 	
 This Transfer Certificate may be executed in any number of
 counterparts and this has the same effect as if the signatures on the
 counterparts were on a single copy of this Transfer Certificate. 

 
	
  

 	
  

 	
  

 
	
 5

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

 


111






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:


112






SIGNATURES


	
  

 	
  

 
	
 THE
 BORROWER 

 	
  

 
	
  

 	
  

 
	
 GAS-two
 Ltd.

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 THE
 ARRANGERS

 	
  

 
	
  

 	
  

 
	
 DNB
 BANK ASA

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 NATIONAL
 BANK OF GREECE S.A.

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 UBS
 AG

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 THE
 AGENT

 	
  

 
	
  

 	
  

 
	
 DNB
 BANK ASA

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 THE
 SECURITY AGENT

 	
  

 
	
  

 	
  

 
	
 DNB
 BANK ASA

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 THE
 LENDERS

 	
  

 
	
  

 	
  

 
	
 DNB
 BANK ASA

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	
  

 
	
 NATIONAL
 BANK OF GREECE S.A.

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 




113









	
  

 	
  

 
	
 UBS AG

 	
  

 
	
  

 	
  

 
	
 By:

 	
  

 


114