Exhibit 10.1 


	
 


	
Date 14 March 2008


	
 


	
GAS-ONE LTD.


	
as Borrower


	
 


	
- and -


	
 


	
THE BANKS AND
FINANCIAL INSTITUTIONS


	
listed in Schedule 1


	
as Lenders


	
 


	
- and -


	
 


	
DANISH SHIP FINANCE
A/S (DANMARKS SKIBSKREDIT A/S)


	
as Agent


	
and as Security Trustee


	
 


	





	
 


	
LOAN AGREEMENT


	
as amended and
restated by an


	
Amending and
Restating Agreement dated 9 March 2012


	
 


	





	
 


	
relating to a facility of up to
US$174,033,000

to finance the 154,800 cubic meter Liquefied Natural Gas Carrier

under construction at

Samsung Heavy Industries Co., Ltd. having Hull No. 1641


	
 


	
WATSON, FARLEY &
WILLIAMS


	
Piraeus












INDEX


	
 

	
 

	
 


	
Clause

	
Page


	
 

	
 

	
 


	
1

	
INTERPRETATION

	
1 


	
 

	
 

	
 


	
2

	
FACILITY

	
15 


	
 

	
 

	
 


	
3

	
POSITION OF THE LENDERS

	
15 


	
 

	
 

	
 


	
4

	
DRAWDOWN

	
15 


	
 

	
 

	
 


	
5

	
INTEREST

	
17 


	
 

	
 

	
 


	
6

	
INTEREST PERIODS

	
18 


	
 

	
 

	
 


	
7

	
DEFAULT INTEREST

	
19 


	
 

	
 

	
 


	
8

	
REPAYMENT AND PREPAYMENT

	
20 


	
 

	
 

	
 


	
9

	
CONDITIONS PRECEDENT

	
21 


	
 

	
 

	
 


	
10

	
REPRESENTATIONS AND WARRANTIES

	
22 


	
 

	
 

	
 


	
11

	
GENERAL UNDERTAKINGS

	
24 


	
 

	
 

	
 


	
12

	
CORPORATE UNDERTAKINGS

	
32 


	
 

	
 

	
 


	
13

	
INSURANCE

	
33 


	
 

	
 

	
 


	
14

	
SHIP COVENANTS

	
36 


	
 

	
 

	
 


	
15

	
SECURITY COVER

	
40 


	
 

	
 

	
 


	
16

	
PAYMENTS AND CALCULATIONS

	
41 


	
 

	
 

	
 


	
17

	
APPLICATION OF RECEIPTS

	
43 


	
 

	
 

	
 


	
18

	
APPLICATION OF EARNINGS

	
43 


	
 

	
 

	
 


	
19

	
EVENTS OF DEFAULT

	
45 


	
 

	
 

	
 


	
20

	
FEES AND EXPENSES

	
50 


	
 

	
 

	
 


	
21

	
INDEMNITIES

	
51 


	
 

	
 

	
 


	
22

	
NO SET-OFF OR TAX DEDUCTION

	
52 


	
 

	
 

	
 


	
23

	
ILLEGALITY, ETC

	
53 


	
 

	
 

	
 


	
24

	
INCREASED COSTS

	
54 


	
 

	
 

	
 


	
25

	
SET-OFF

	
55 


	
 

	
 

	
 


	
26

	
TRANSFERS AND CHANGES IN LENDING OFFICES

	
56 















	
 

	
 

	
 


	
27

	
VARIATIONS AND WAIVERS

	
59 


	
 

	
 

	
 


	
28

	
NOTICES

	
60 


	
 

	
 

	
 


	
29

	
SUPPLEMENTAL

	
61 


	
 

	
 

	
 


	
30

	
LAW AND JURISDICTION

	
62 


	
 

	
 

	
 


	
SCHEDULE 1 LENDERS AND COMMITMENTS

	
63 


	
 

	
 

	
 


	
SCHEDULE 2 DRAWDOWN NOTICE

	
64 


	
 

	
 

	
 


	
SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS

	
65 


	
 

	
 

	
 


	
SCHEDULE 4 TRANSFER CERTIFICATE

	
69 


	
 

	
 

	
 


	
SCHEDULE 5 LIST OF LNG SHIPBROKERS

	
72 


	
 

	
 

	
 


	
SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE

	
73 


	
 

	
 

	
 


	
EXECUTION PAGE

	
75 












THIS AGREEMENT is
made on 14 March 2008 as amended and restated by an Amending and Restating
Agreement dated 9 March 2012


BETWEEN


	
 

	
 


	
(1)

	
GAS-ONE LTD., a
company incorporated in Bermuda whose registered office is at Clarendon
House, 2 Church Street, Hamilton HM11, Bermuda (the “Borrower”);


	
 

	
 


	
(2)

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


	
 

	
 


	
(3)

	
DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Agent; and


	
 

	
 


	
(4)

	
DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Security Trustee.  


	
 

	
 


	
BACKGROUND


	
 

	
 


	
(A)

	
By a loan agreement dated 14 March
2008 and made between (i) the Borrower, (ii) the Lenders, (iii) the Agent and
(iv) the Security Trustee, the Lenders have agreed to make available to the
Borrower a facility of up to $174,033,000 for the purpose of financing 75 per
cent. of the Project Cost of a 154,800 cubic meter Liquified Natural Gas
carrier currently having Builder’s Hull No. 1641 which is to be constructed
by the Builder for, and purchased by, the Borrower.


	
 

	
 


	
(B)

	
By the Amending and Restating
Agreement, the Lenders and the Borrower have agreed to certain amendments to
the Loan Agreement and the other Finance Documents.


	
 

	
 


	
(C)

	
This Agreement sets out the terms and
conditions of the Loan Agreement as amended and restated by the Amending and
Restating Agreement.


	
 

	
 


	
IT IS AGREED as
follows:


	
 

	
 


	
1

	
INTERPRETATION


	
 

	
 


	
1.1 

	
Definitions. Subject
to Clause 1.5, in this Agreement:


	
 

	
 


	
 

	
 “Account Bank” means
DnB NOR acting through its office at 20 St. Dunstan’s Hill, London EC3R 8HY,
England;


	
 

	
 


	
 

	
 “Accounts Security
Deed” means a deed creating security in respect of the Earnings
Account and the Retention Account in the Agreed Form;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
 “Affected Lender” has
the meaning given in Clause 5.5;


	
 

	
 


	
 

	
 “Agency and Trust
Agreement” means the agency and trust agreement
dated 14 March 2008 executed between the Borrower, the Lenders, the Agent and
the Security Trustee as amended and restated by the Amending and Restating
Agreement;


	
 

	
 


	
 

	
 “Agent” means
Danish Ship Finance A/S (Danmarks Skibskredit A/S), acting in such capacity
through its office at Sankt Annae Plads 3, DK-1250, Copenhagen K., Denmark,
or any successor of it appointed under clause 5 of the Agency and Trust
Agreement;


	
 

	
 


	
 

	
“Agreed Form” means,
in relation to any document, that document in the form approved in writing by
the Agent (acting upon the instructions of all the Lenders) or as otherwise















	
 

	
 

	
 


	
 

	
approved in accordance with any other
approval procedure specified in any relevant provision of any Finance
Document;


	
 

	
 

	
 


	
 

	
 “Amending and
Restating Agreement” means the amending and restating
agreement dated 9 March 2012
and made between inter alia (i) the Borrower, (ii) the Lenders, (iii) the
Agent and (iv) the Security Trustee setting out the terms and conditions upon
which this Agreement has been amended and restated;


	
 

	
 

	
 


	
 

	
 “Applicable Interest
Rate” means:


	
 

	
 

	
 


	
 

	
(a)

	
at all times during a Fixed Rate
Period, the relevant Fixed Interest Rate; and


	
 

	
 

	
 


	
 

	
(b)

	
at any time other than during a Fixed
Rate Period, LIBOR;


	
 

	
 

	
 


	
 

	
 “Approved Charter” means
the time charter dated 19 August 2008 and entered into between the Borrower
and the Approved Charterer;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Approved Flag” means
any of the Bermuda, Greek, Marshall Islands, Panamanian, Cyprus, Maltese or
Bahamas flags or any other flag as the Lenders may, in their absolute
discretion, approve as the flag on which the Ship may be registered;


	
 

	
 

	
 


	
 

	
 “Approved Flag
State” means any of Bermuda, Greece, Marshall Islands, Panama,
Cyprus, Malta, Bahamas or any other country in which the Lenders may, in
their absolute discretion, approve that the Ship may be registered;


	
 

	
 

	
 


	
 

	
 “Approved Manager” means
GasLog LNG Services Ltd, a company incorporated in Bermuda whose registered
office is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda or any
other company which the Agent may, with the authorisation of the Majority
Lenders, approve from time to time as the commercial and/or technical manager
of the Ship;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(a)

	
10 December 2010 (or such later date
as the Agent may, with the authorisation of the Majority Lenders, agree with
the Borrower); or


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
 “Builder” means
Samsung Heavy Industries Co., Ltd., a corporation incorporated in the
Republic of Korea whose registered office is at 11th Floor, KIPS Center,
647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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





2









	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
has
the right or the ability to control, either directly or indirectly, the
affairs or composition of the majority of the board of directors (or
equivalent) of GasLog (or such other public vehicle owning the Borrower),


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Contract Price” means $214,750,000, being the
aggregate amount payable by the Borrower to (a) the Original Buyer pursuant
to the Transfer Agreement and (b) the Builder pursuant to the Shipbuilding
Contract;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Counter-Guarantor 1” means
the company identified in the letter referred to in clause 3.2(k)(ii) of the
Amending and Restating Agreement;


	
 

	
 

	
 


	
 

	
 “Counter-Guarantor 2” means the company identified in the letter referred to in clause 3.2(k)(iii)
of the Amending and Restating Agreement;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Delivery Date” means the date on which the
Ship is actually delivered to the Borrower in accordance with the
Shipbuilding Contract;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Drawdown Notice” means a notice in the form set
out in Schedule 2 (or in any other form which the Agent approves or
reasonably requires);





3









	
 

	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
all freight, hire and passage moneys;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
remuneration for salvage and towage
services;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
demurrage and detention moneys;


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

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


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

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


	
 

	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

	
 “Earnings Account” means
an account in the name of the Borrower with the Account Bank in London with
account number 63612001, or any other account (with that or another office of
the Account Bank or with a bank or financial institution other than the
Account Bank) which is designated by the Agent as the Earnings Account for
the purposes of this Agreement;


	
 

	
 

	
 

	
 


	
 

	
 “Environmental
Claim” means:


	
 

	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 

	
 


	
 

	
 “Environmental
Incident” means:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
any release of Environmentally
Sensitive Material from the Ship; or


	
 

	
 

	
 

	
 


	
 

	
(b)

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





4









	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Extra Pre-delivery
Costs” means an amount of $17,294,000 representing the costs
incurred or to be incurred by the Borrower during the construction of the
Ship (in addition to the Contract Price of the Ship);


	
 

	
 

	
 


	
 

	
 “Finance Documents” means:


	
 

	
 

	
 


	
 

	
(a)

	
this Agreement;


	
 

	
 

	
 


	
 

	
(b)

	
the Amending and Restating Agreement;


	
 

	
 

	
 


	
 

	
(c)

	
the Agency and Trust Agreement;


	
 

	
 

	
 


	
 

	
(d)

	
the Fixed Interest Agreements;


	
 

	
 

	
 


	
 

	
(e)

	
the Guarantees;


	
 

	
 

	
 


	
 

	
(f)

	
the Counter-Guarantees;


	
 

	
 

	
 


	
 

	
(g)

	
the Predelivery Security Assignment;


	
 

	
 

	
 


	
 

	
(h)

	
the General Assignment;


	
 

	
 

	
 


	
 

	
(i)

	
the Mortgage;


	
 

	
 

	
 


	
 

	
(j)

	
the Accounts Security Deed; and


	
 

	
 

	
 


	
 

	
(k)

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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





5









	
 

	
 

	
 


	
 

	
(d)

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


	
 

	
 

	
 


	
 

	
(e)

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


	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
 

	
 “Fixed Interest
Agreement” means:


	
 

	
 

	
 


	
 

	
(a)

	
in the case of Tranche A, together,
the Borrower’s request to the Agent dated 21 July 2008 to fix the interest
rate for the Tranche A and the Agent’s confirmation to the Borrower dated 11
September 2008 of the Fixed Interest Rate and Fixed Interest Period
applicable to Tranche A; and


	
 

	
 

	
 


	
 

	
(b)

	
in the case of Tranche B, together,
the Borrower’s request to the Agent dated 27 October 2011 to fix the interest
rate for Tranche B and the Agent’s confirmation to the Borrower dated 31
October 2011 of the Fixed Interest Rate and the Fixed Interest Period
applicable to Tranche B;


	
 

	
 

	
 


	
 

	
 “Fixed Interest
Rate” means:


	
 

	
 

	
 


	
 

	
(a)

	
in the case of Tranche A, (i) 3.84
per cent. per annum for the Initial Fixing Period and (ii) such rate per
annum to be advised by the Agent to the Borrower pursuant to Clause 5.14 for
any other Fixing Period;


	
 

	
 

	
 


	
 

	
(b)

	
in the case of Tranche B, 2.10 per
cent. per annum. 


	
 

	
 

	
 


	
 

	
“Fixed Rate Period” means:


	
 

	
 

	
 


	
 

	
(a)

	
in the case of Tranche A, (i) the
period commencing on 30 September 2008 and ending on 28 August 2013 (the “Initial Fixing Period”) and (ii) any
other period for which Tranche A may be fixed pursuant to Clause 5.14 for
interest purposes (the “Other Fixing
Period”); and


	
 

	
 

	
 


	
 

	
(b)

	
in the case of Tranche B, the period
commending on 28 November 2011 and ending on 28 May 2020 (being the final
Repayment Date);


	
 

	
 

	
 


	
 

	
 “GAAP” means
generally accepted accounting principles in the United States of America established
by the Financial Accounting Standards Board (FASB) including IFRS;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “General Assignment”
means a general assignment of the Earnings, the Insurances
and any Requisition Compensation dated 31 May 2010 made between (i) the
Borrower and (ii) the Security Trustee as amended and restated pursuant to
the Amending and Restating Agreement;





6









	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Guarantors” means:


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
following the date of a Qualified IPO
together, GasLog and GasLog Carriers,


	
 

	
 

	
 


	
 

	
and in the singular means any one of
them;


	
 

	
 

	
 


	
 

	
 “Holding Company” means
the company identified in the letter referred to in clause 3.2(k)(i) of the
Amending and Restating Agreement;


	
 

	
 

	
 


	
 

	
 “IFRS” means
international accounting standards adopted by the International Accounting
Standard Board (IASB) within the meaning of the IAS Regulations 1606/2002 to
the extent applicable to the relevant financial statements;


	
 

	
 

	
 


	
 

	
 “Insurances” means:


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
all rights and other assets relating
to, or derived from, any of the foregoing, including any rights to a return
of a premium;


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 “Lender” means
a bank or financial institution listed in Schedule 1 and acting through its
branch indicated in Schedule 1 (or through another branch notified to the
Borrower under Clause 26.14) or its successor or assign;


	
 

	
 

	
 


	
 

	
 “LIBOR” means,
in relation to any period for which an interest rate is to be determined
under any provision of a Finance Document:


	
 

	
 

	
 


	
 

	
(a)

	
the rate per annum
equal to the offered quotation for deposits in Dollars for a period equal to,
or as near as possible equal to, that period which appears on REUTERS BBA
Page LIBOR 01 at or about 11.00 a.m. (London time) on the Quotation Date for
that period (and, for the purposes of this Agreement, “REUTERS BBA Page LIBOR
01” means the display designated as “Page 01” on the REUTERS Service or such
other page as may replace Page 01 on that service for the purpose of





7








	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 displaying
 rates comparable to that rate or on such other service as may be nominated
 by the British Bankers’ Association as the information vendor for the purpose
 of displaying British Bankers’ Association Interest Settlement Rates for
 Dollars); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 if
 no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum determined
 by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the
 nearest one-sixteenth of one per cent.) of the rates per annum notified to
 the Agent by each Lender as the rate at
 which deposits in Dollars are offered to that Lender by leading banks
 in the London Interbank Market at that Lender’s request at or about 11.00 a.m. (London time) on the
 Quotation Date for that period for a period equal to that period and
 for delivery on the first Business Day of it;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Majority Lenders” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 before
 an Advance has been made, Lenders whose Commitments total 66.66 per cent.
 of the Total Commitments; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 after
 an Advance has been made, Lenders whose Contributions total 66.66 per cent. of the Loan;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Margin” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 at all times until (and
 including) 30 October 2011, 0.625 per cent. per annum; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 from
 31 October 2011 and at all times thereafter, 1.6 per cent. per annum;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Mortgage” means together, the first
 priority Bermuda statutory mortgage on the Ship dated 31 May 2010 executed by the Borrower in favour
 of the Security Trustee and the deed of covenant collateral thereto
 dated the same date made between (i) the Borrower and (ii) the Security
 Trustee as amended and restated pursuant to the Amending and Restating Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Negotiation Period” has the meaning given in Clause 5.8;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Novation
 Agreement” means the novation agreement to be made between
 the Builder, the Original Buyer and the
 Borrower in respect of the novation of the Shipbuilding Contract to
 the Borrower as buyer;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Original Buyer” means Chevron Transport Corporation Ltd., a corporation organised and existing under the laws of Bermuda and having
 its registered office at 11 Church Street, Hamilton, HM11, Bermuda;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 does
 not have the right or the ability to control, either directly or indirectly,
 the affairs or composition of the majority of the board of directors
 (or equivalent) of GasLog (or such other
 public vehicle owning the Borrower) nor the right or ability

 


8









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 to otherwise control the affairs and policies of
 GasLog (or such other public vehicle owning the Borrower); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Pertinent
 Document” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 any policy or contract of
 insurance contemplated by or referred to in Clause 13 or in any other
 provision of this Agreement or another Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 England and Wales;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Pertinent
 Matter” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


9









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Predelivery
 Security Assignment” means an assignment of the
 Shipbuilding Contract and of the Refund
 Guarantee dated 14 April 2008 made between (i) the Borrower and (ii) the
 Security Trustee;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Project Cost” means the amount of $232,044,000 representing the aggregate of the Contract
 Price and the Extra Pre-delivery Costs for the Ship;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 the shares of such
 offering have been listed, issued and are trading for the first time on the
 relevant stock exchange;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Quotation
 Date” means, in relation to any period for which an
 interest rate is to be determined under any provision of a Finance Document,
 the day which is 2 Business Days before
 the first day of that period, unless market practice differs in the London
 Interbank Market for a currency,
 in which case the Quotation Date will be determined by the Agent in accordance
 with market practice in the London Interbank Market (and if quotations would
 normally be given by leading banks in the London Interbank Market on more
 than one day, the Quotation Date will be the last of those days);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Refund Guarantee” means an irrevocable guarantee numbered M0902-505-LG-00025
 dated 6 May 2005 issued by the Refund Guarantor in favour of the
 Original Buyer under the Shipbuilding
 Contract as the same will be assigned by the Original Buyer to the Borrower pursuant to an assignment agreement to
 be made between the Original Buyer and the Borrower (with such
 assignment being acknowledged by the Refund Guarantor);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Refund Guarantor” means The Export-Import Bank of Korea, a
 company incorporated in the Republic of Korea whose registered office
 is at 16-2, Yoido-Dong, Yeongdeungo-Gu,
 Seoul 150 996, Korea;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Replacement Charter” means any charter approved by the Lenders entered
 into between the Borrower and a
 charterer which is acceptable to the Lenders, on terms similar to, or
 better than, the Approved Charter;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Retention Account” means
 an account in the name of the Borrower with the Account Bank in London with account number 63612006, or
 any other account (with that or another office of the Account Bank or with a bank or financial institution
 other than the Account Bank) which is designated by the Agent as the
 Retention Account for the purposes of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Security
 Interest” means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Security
 Trustee” means Danish
 Ship Finance A/S (Danmarks Skibskredit A/S), acting in such capacity
 through its office at Sankt-Annae Plads 3, DK-1250 Copenhagen K, Denmark, or any successor of it appointed under
 clause 5 of the Agency and Trust Agreement;

 


11








	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Ship” means
 the 154,800 cubic meter Liquefied Natural Gas carrier currently known as Hull No. 1641 which is to be constructed by the
 Builder for, and purchased by, the Borrower under the Shipbuilding
 Contract and upon delivery registered in the name of the Borrower under an Approved Flag;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Shipbuilding Contract” means the Shipbuilding Contract dated 29 April
 2005 as amended by an amendment No.
 1 agreement dated 28 June 2007 made between the Builder and the Original Buyer for the
 construction by the Builder of the Ship and its purchase by the Original
 Buyer (as novated to the Borrower as buyer pursuant to the Novation
 Agreement) and as further supplemented and amended from time to time;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Total Loss” means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 any
 arrest, capture, seizure or detention of the Ship (including any hijacking or
 theft) unless it is within 1 month redelivered to the Borrower’s full
 control;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Total Loss Date” means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Tranche”
 means any of Tranche A or Tranche B and, in the plural,
 means both of them;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Tranche A” means the amount of (originally) $80,804,648 representing as at 11 September
 2008 the outstanding principal amount of the first Advance drawndown by the
 Borrower (as that amount has been and may be further reduced);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Tranche B” means the amount of (originally) $84,187,193.26 representing as at 31 October
 2011 the outstanding principal amount of the aggregate of the second and
 third Advances drawndown by the Borrower
 (as such amount has been or may be further reduced);

 


12









	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Transfer
 Agreement” means an agreement to be entered into between
 the Borrower and the Original Buyer in
 respect of the payment to be made by the Borrower to the Original Buyer
 in order to effect the novation of the Shipbuilding Contract to the Borrower;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.2

 	
  

 	
 Construction
 of certain terms. In this Agreement:

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


13









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “regulation” includes any regulation, rule, official directive, request or
 guideline whether or not having the force of law, of any intergovernmental or
 supranational body, agency, department or regulatory, self-regulatory
 or other authority or organisation;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “subsidiary” has the meaning given in Clause 1.4;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or
 1/11/03), clause 24 of the Institute Time Clauses (Hulls)(l/l1/95) or clause
 23 of the Institute Time Clauses (Hulls) (1/10/83).

 
	
  

 	
  

 	
  

 
	
 1.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 1.5

 	
  

 	
 General Interpretation. In this Agreement:

 


14









	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 Clauses 1.1 to 1.5 apply unless the contrary intention
 appears.

 
	
  

 	
  

 	
  

 
	
 1.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 FACILITY

 
	
  

 	
  

 	
  

 
	
 2.1

 	
  

 	
 Amount of facility. Subject to the other
 provisions of this Agreement, the Lenders shall make available to the
 Borrower a loan facility not exceeding the lesser of (a) $174,033,000 and (b)
 75 per cent. of the Project Cost of the Ship.

 
	
  

 	
  

 	
  

 
	
 2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 POSITION
 OF THE LENDERS

 
	
  

 	
  

 	
  

 
	
 3.1

 	
  

 	
 Interests of Lenders several. The rights of the
 Lenders under this Agreement are several.

 
	
  

 	
  

 	
  

 
	
 3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 3.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 3.4

 	
  

 	
 Obligations of Lenders several. The obligations of the
 Lenders under this Agreement are several; and a failure of a Lender to perform its
 obligations under this Agreement shall not result in:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the obligations of the other Lenders being increased;
 nor

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 4

 	
  

 	
 DRAWDOWN

 
	
  

 	
  

 	
  

 
	
 4.1

 	
  

 	
 Request for Advance. Subject to the
 following conditions, the Borrower may request an Advance to be made by
 ensuring that the Agent receives a completed Drawdown Notice

 


15









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 not
 later than 11.00 a.m. (Copenhagen time), 5 Business Days prior to the
 intended Drawdown Date (other than in the case of the Drawdown Notice
 in respect of the first Advance which shall be received by the Agent no later
 than 11.00 a.m. (Copenhagen time) on the Drawdown Date for that Advance).

 
	
  

 	
  

 	
  

 	
  

 
	
 4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the amount of each
 Advance shall not exceed:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 in
 the case of the first Advance, $80,804,648;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 in the case of the
 second Advance, $16,903,835; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 in
 the case of the third Advance, $76,324,517;

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 the
 aggregate amount of the Advances shall not exceed the lesser of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Total Commitments;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 75
 per cent. of the Project Cost; and

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 if
 the Borrower requests less than the maximum amount of an Advance, the amount
 not requested may be borrowed at a
 later stage Provided that there
 shall not be more than 3 Advances
 and no amounts may be drawdown after the Drawdown Date of the third Advance.

 
	
  

 	
  

 	
  

 	
  

 
	
 4.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the amount of the
 Advance and the Drawdown Date;

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 the duration of the
 first Interest Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 4.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 4.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 4.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to the account of the
 Original Buyer or the Builder, as the case may be, which the Borrower specifies in the Drawdown Notice and any amount
 in excess of the amounts payable to either the Original Buyer or the
 Builder hereunder to the account of the Borrower; and

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 


16








	
  

 	
  

 	
  

 
	
 4.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 INTEREST

 
	
  

 	
  

 	
  

 
	
 5.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.2 

 	
  

 	
 Normal
 rate of interest. Subject to the provisions of this
 Agreement, the rate of interest on a Tranche in respect of an Interest Period
 applicable to it shall be the aggregate of the Margin and the Applicable
 Interest Rate for that Interest Period.

 
	
  

 	
  

 	
  

 
	
 5.3

 	
  

 	
 Payment
 of accrued interest. In the case of an Interest Period of 6
 months or longer, accrued interest shall be paid every 3 months during that
 Interest Period and on the last day of that Interest Period.

 
	
  

 	
  

 	
  

 
	
 5.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 each rate of interest;
 and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the duration of each
 Interest Period; 

as soon as reasonably practicable after each is determined.

 
	
  

 	
  

 	
  

 
	
 5.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.6

 	
  

 	
 Notification
 of market disruption. The Agent shall promptly notify the
 Borrower and each of the Lenders stating the circumstances falling within
 Clause 5.5 which have caused its notice to be given.

 
	
  

 	
  

 	
  

 
	
 5.7

 	
  

 	
 Suspension
 of drawdown. If the Agent’s notice under Clause 5.6 is
 served before an Advance is made:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 in a case falling
 within Clauses 5.5(a) or (b), the Lenders’ obligations to make the
 Advance;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 in a case falling
 within Clause 5.5(c), the Affected Lender’s obligation to participate in the
 Advance; 

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

 


17









	
  

 	
  

 	
  

 
	
 5.8

 	
  

 	
 Negotiation
 of alternative rate of interest. If the Agent’s notice under
 Clause 5.6 is served after an Advance is made, the Borrower, the Agent and
 the Lenders or (as the case may be) the Affected Lender shall use reasonable
 endeavours to agree, within the 30 days after the date on which the Agent
 serves its notice under Clause 5.6 (the “Negotiation
 Period”), an alternative interest rate or (as the case may be) an
 alternative basis for the Lenders or (as the case may be) the Affected Lender
 to fund or continue to fund their or its Contribution in the relevant Tranche
 during the Interest Period concerned.

 
	
  

 	
  

 	
  

 
	
 5.9

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.10

 	
  

 	
 Alternative
 rate of interest in absence of agreement. If an alternative
 interest rate or alternative basis is not agreed within the Negotiation
 Period, and the relevant circumstances are continuing at the end of the
 Negotiation Period, then the Agent shall, with the agreement of each Lender
 or (as the case may be) the Affected Lender, set an interest period and
 interest rate representing the cost of funding of the Lenders or (as the case
 may be) the Affected Lender in Dollars or in any available currency of their
 or its Contribution relevant Tranche plus the applicable Margin; and the
 procedure provided for by this Clause 5.10 shall be repeated if the relevant
 circumstances are continuing at the end of the interest period so set by the
 Agent.

 
	
  

 	
  

 	
  

 
	
 5.11

 	
  

 	
 Notice
 of prepayment. If the Borrower does not agree with an
 interest rate set by the Agent under Clause 5.10, the Borrower may give the
 Agent not less than 15 Business Days’ notice of its intention to prepay at
 the end of the interest period set by the Agent.

 
	
  

 	
  

 	
  

 
	
 5.12

 	
  

 	
 Prepayment;
 termination of Commitments. A notice under Clause 5.11
 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the
 case may require) the Affected Lender of the Borrower’s notice of intended
 prepayment; and:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 on the last Business
 Day of the interest period set by the Agent, the Borrower shall prepay
 (without premium or penalty) the relevant Tranche or, as the case may be, the
 Affected Lender’s Contribution in the relevant Tranche, together with accrued
 interest thereon at the applicable rate plus the Margin.

 
	
  

 	
  

 	
  

 
	
 5.13

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.14

 	
  

 	
 Fixed
 Rate Option. The Borrower shall be entitled, by notice in
 writing to the Agent at any time following the expiration of the Initial
 Fixing Period, to request the Agent to quote the Fixed Interest Rate which is
 to apply to Tranche A for the Other Fixing Period. If the Borrower confirms
 in writing its agreement to the Fixed Interest Rate and the Other Fixing
 Period so quoted by the Agent immediately after the Agent has made such
 quotation, the Fixed Interest Rate will apply to Tranche A for the Other
 Fixing Period. The Agent shall be under no obligation to convert Tranche A to
 a fixed rate if, the Agent having quoted a Fixed Interest Rate as provided
 above, the Borrower does not agree to the Fixed Interest Rate so quoted or it
 fails to notify the Agent its agreement to the Fixed Interest Rate by the
 time specified in this Clause 5.14 or any Potential Event of Default or Event
 of Default has occurred and is continuing. Following expiration of a Fixed
 Rate Period, the relevant Tranche shall bear interest at the rate of the
 aggregate of LIBOR and the Margin.

 
	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 INTEREST
 PERIODS

 
	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
 Commencement of Interest Periods. The
 first Interest Period applicable to a Tranche which is not subject to a Fixed
 Interest Rate shall commence on the first Business Day after

 


18









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the expiry of the
 applicable Fixed Rate Period and each subsequent Interest Period shall
 commence on the expiry of the preceding Interest Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 when a Tranche is
 subject to a Fixed Interest Rate, a period equal in duration to the relevant
 Fixed Rate Period;

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 at all other times, 3
 months or such other period as the Agent may, with the authorisation of the
 Majority Lenders, agree with the Borrower.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.4

 	
  

 	
 Non-availability
 of matching deposits for Interest Period selected. If,
 after the Borrower has selected and the Lenders have agreed an Interest
 Period (other than a Fixed Rate Period) longer than 3 months, any Lender
 notifies the Agent by 11.00 a.m. (Copenhagen time) on the third Business Day
 before the commencement of the Interest Period that it is not satisfied that
 deposits in Dollars for a period equal to the Interest Period will be
 available to it in the London Interbank Market when the Interest Period
 commences, the Interest Period shall be of 3 months.

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 DEFAULT INTEREST

 
	
  

 	
  

 	
  

 	
  

 
	
 7.1 

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.2 

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.3 

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Applicable Interest
 Rate; or

 


19









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 (in the case of a
 Tranche which is not subject to a Fixed Interest Rate) if the Agent
 determines that Dollar deposits for any such period are not being made
 available to a Lender or (as the case may be) Lenders by leading banks in the
 London Interbank Market in the ordinary course of business, a rate from time
 to time determined by the Agent by reference to the cost of funds to the
 Agent from such other sources as the Agent may from time to time determine.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.5 

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 REPAYMENT AND PREPAYMENT

 
	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
 Amount
 of repayment instalments. The Borrower shall repay the Loan
 by:

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 40 consecutive
 quarterly instalments, the first 12 instalments of $2,812,913 each and the
 next 28 instalments of $2,062,913 each; and

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 a balloon instalment of
 $82,516,480 (the “Balloon Instalment”)


 Provided that if the aggregate amount of the Loan drawn down by
 the Borrower is less than $174,033,000, each repayment instalment and the
 Balloon Instalment shall be reduced pro rata by an amount in aggregate equal
 to such undrawn amount.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
  

 	
 Repayment
 Dates. The first instalment shall be repaid on the date
 falling three months after the final Drawdown Date and the last instalment
 together with the Balloon Instalment on the date falling on the tenth
 anniversary of the final Drawdown Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the Agent has received
 from the Borrower at least 15 Business Days’ prior written notice specifying
 the amount to be prepaid and the date on which the prepayment is to be made;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 


20









	
  

 	
  

 	
  

 	
  

 
	
 8.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.7

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.8

 	
  

 	
 Mandatory prepayment. The Borrower shall be obliged to prepay the
 whole of the Loan:

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 if
 the Ship is sold, on or before the date on which the sale is completed by
 delivery of the Ship to the buyer; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 if
 the Ship becomes a Total Loss, on the earlier of the date falling 180 days
 after the Total Loss Date and the date of receipt by the Security Trustee of
 the proceeds of insurance relating to such Total Loss; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 if
 any of the following occurs, on demand by the Agent (unless otherwise
 agreed):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any
 of the events specified in Article IX of the Shipbuilding Contract occurs; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the
 Shipbuilding Contract is amended or varied without the prior written consent
 of the Majority Lenders except for any such amendment or variation as is
 permitted by this Agreement or any other relevant Finance Document; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the
 Ship has not for any reason been delivered to, and accepted by, the Borrower
 under the Shipbuilding Contract by the last day of the Availability Period;

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 within
 40 days (or such longer period as may be agreed by the Agent (acting upon the
 instructions of all the Lenders) following a request from the Borrower and
 subject to the Borrower having submitted promptly a valid demand under the
 Refund Guarantee) of the date on which either the Shipbuilding Contract or
 the Refund Guarantee is cancelled, terminated, rescinded or suspended or
 otherwise ceases to remain in force for any reason; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.9

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 8.10

 	
  

 	
 Application of partial prepayment. Each partial prepayment shall be applied
 against the repayment instalments specified in Clause 8.1 in inverse order of
 maturity.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.11

 	
  

 	
 No reborrowing. No amount prepaid may be reborrowed. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 CONDITIONS PRECEDENT

 
	
  

 	
  

 	
  

 	
  

 
	
 9.1

 	
  

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

 


21









	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 that, on or before the
 service of the first Drawdown Notice, the Agent receives the documents
 described in Part A of Schedule 3 in form and substance satisfactory to the
 Agent and its lawyers;

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 that, on or before the
 service of the first Drawdown Notice, the Agent receives the up-front fee
 referred to in Clause 20.1 and all accrued commitment fee payable pursuant to
 Clause 20.1; and

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 that, on or before the
 first Drawdown Date, the Agent receives the documents described in Part B of
 Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 that on or before the
 Drawdown Date in respect of the second Advance the Agent receives the
 documents described in Part C of Schedule 3 (other than the Approved Charter,
 a copy of which shall be delivered to the Agent no later than 5 Business Days
 prior to such Drawdown Date) in form and substance satisfactory to the Agent
 and its lawyers;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 that, on or before the
 final Drawdown Date, the Agent receives the documents described in Part D of
 Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

 
	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the representations and
 warranties in Clause 10.1 and those of the Borrower or any Security Party
 which are set out in the other Finance Documents would be true and not
 misleading if repeated on each of those dates with reference to the
 circumstances then existing unless, the Agent, acting on the instructions of
 the Majority Lenders, agrees to the contrary;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 none of the
 circumstances contemplated by Clause 5.5 has occurred and is continuing; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 there has been no
 material adverse change in the financial position, operation or circumstances
 of the Borrower or the Guarantor since the date of this Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (h)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Waiver
 of conditions precedent. If the Majority Lenders, at their
 discretion, permit an Advance to be borrowed before certain of the conditions
 referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those
 conditions are satisfied within 10 Business days after the Drawdown Date (or
 such longer period as the Agent may, with the authorisation of the Majority
 Lenders, specify).

 
	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 REPRESENTATIONS AND WARRANTIES

 
	
  

 	
  

 	
  

 
	
 10.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.2

 	
  

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

 


22









	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Share capital and ownership. The Borrower has an authorised share
 capital of $12,000 divided into 12,000 registered shares of $1 each all of
 which shares have been issued fully paid, and the legal title and beneficial
 ownership of all those shares is held, free of any Security Interest or other
 claim, by GasLog Carriers.

 
	
  

 	
  

 	
  

 
	
 10.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to
 execute the Novation Agreement and the Transfer Agreement, to purchase and
 pay for the Ship under the Shipbuilding Contract and the Transfer Agreement
 and register the Ship in its name under an Approved Flag;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 to
 borrow under this Agreement and to make all the payments contemplated by, and
 to comply with, those Finance Documents.

 
	
  

 	
  

 	
  

 
	
 10.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

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

 
	
  

 	
  

 	
  

 
	
 10.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.8

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 any
 law or regulation; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the
 constitutional documents of the Borrower; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.9

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.10

 	
  

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

 


23









	
  

 	
  

 	
  

 
	
 10.11

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.12

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.13

 	
  

 	
 Validity
 and completeness of Shipbuilding Contract, Transfer Agreement, Novation
 Agreement and Refund Guarantee. Each of the Shipbuilding
 Contract, the Transfer Agreement, the Novation Agreement and the Refund
 Guarantee constitute valid, binding and enforceable obligations of the
 parties thereto in accordance with its terms; and:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the copies of the
 Shipbuilding Contract, the Transfer Agreement, the Novation Agreement, and
 the Refund Guarantee delivered to the Agent before the date of this Agreement
 are true and complete copies or, in the case of the Refund Guarantee,
 original thereof; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 no amendments or
 additions to the Shipbuilding Contract, the Transfer Agreement, the Novation
 Agreement or the Refund Guarantee have been agreed nor has any party thereto
 waived any of their respective rights under any of them.

 
	
  

 	
  

 	
  

 
	
 10.14

 	
  

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

 
	
  

 	
  

 	
  

 
	
 10.15

 	
  

 	
 Compliance
 with certain undertakings. At the date of this Agreement,
 the Borrower is in compliance with Clauses 11.2, 11.3, 11.4, 11.9 and 11.13.

 
	
  

 	
  

 	
  

 
	
 10.16

 	
  

 	
 Taxes
 paid. The Borrower has paid all taxes applicable to, or
 imposed on or in relation to the Borrower, its business or the Ship.

 
	
  

 	
  

 	
  

 
	
 10.17

 	
  

 	
 ISM
 Code and ISPS Code compliance. All requirements of the ISM
 Code and the ISPS Code as they relate to the Borrower, the Approved Manager
 and the Ship have been complied with.

 
	
  

 	
  

 	
  

 
	
 10.18

 	
  

 	
 No
 money laundering. Without prejudice to the generality of
 Clause 2.3, in relation to the borrowing by the Borrower of the Loan, the
 performance and discharge of their respective obligations and liabilities
 under the Finance Documents, and the transactions and other arrangements
 affected or contemplated by the Finance Documents to which the Borrower is a
 party, the Borrower confirms (i) that it is acting for its own account; (ii)
 that it will use the proceeds of the Loan for its own benefit, under its full
 responsibility and exclusively for the purposes specified in this Agreement;
 and (iii) that the foregoing will not involve or lead to a contravention of
 any law, official requirement or other regulatory measure or procedure
 implemented to combat “money laundering” (as defined in Article 1 of
 Directive (91/308) EEC) of the Council of the European Communities).

 
	
  

 	
  

 	
  

 
	
 11 

 	
  

 	
 GENERAL
 UNDERTAKINGS

 
	
  

 	
  

 	
  

 
	
 11.1 

 	
  

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

 


24









	
  

 	
  

 	
  

 	
  

 
	
 11.2

 	
  

 	
 Title; negative pledge. The Borrower will:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 hold
 the legal title to, and own the entire beneficial interest in the Ship, the
 Insurances and Earnings, free from all Security Interests and other interests
 and rights of every kind, except for those created by the Finance Documents
 and the effect of assignments contained in the Finance Documents; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 not
 create or permit to arise any Security Interest over any other asset, present
 or future.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.3

 	
  

 	
 No
 disposal of assets. The Borrower
 will not transfer, lease or otherwise dispose of:

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 11.4

 	
  

 	
 No
 other liabilities or obligations to be
 incurred. The Borrower will not incur any liability or obligation
 except liabilities and obligations under the Shipbuilding Contract, the
 Transfer Agreement, the Novation Agreement and the Finance Documents and
 liabilities or obligations reasonably incurred in the ordinary course of
 operating and chartering the Ship.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 11.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 as
 soon as possible, but in no event later than 5 months after the end of each
 financial year of the Borrower, the audited consolidated accounts of the
 Borrower (commencing with the financial year ended 31 December 2007);

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 as
 soon as possible, but in no event later than 90 days after the end of each
 6-month period ending on 30 June in each financial year of the Borrower:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 unaudited
 consolidated accounts of the Borrower (commencing with the accounts for the
 6-month period ending on 30 June 2008) certified as to their correctness by
 any officer or director of the Borrower; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 (as
 from the first financial 6-month period falling after the Delivery Date)
 management accounts in a format approved by the Agent which show the results
 of the operation of the Ship during the preceding financial 6-month period
 and which are certified as to their correctness by the chief financial
 officer of the Borrower;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 as
 soon as possible, but in no event later than 3 months after the end of each
 financial year of the Borrower (commencing with the financial year in which
 the Delivery Date falls), a budget in a format approved by the Agent which
 shows all anticipated income and expenditure of the Ship during the next
 financial year of the Borrower;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 together
 with each set of accounts provided under 11.6(a) and (b), a compliance
 certificate in the form set out in Schedule 6 to this Agreement (or in such
 other form as the Agent may reasonably require) duly signed by the chief
 financial officers of the Borrower and GasLog together with such other
 financial and other information relating to the Borrower or GasLog as the
 Security Trustee may request for this purpose.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.7

 	
  

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

 


25









	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 be
 prepared in accordance with all applicable laws and GAAP consistently
 applied;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 give
 a true and fair view of the state of affairs of the Borrower at the date of
 those accounts and of its profit for the period to which those accounts
 relate; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 fully
 disclose or provide for all significant liabilities of the Borrower.

 
	
  

 	
  

 	
  

 
	
 11.8

 	
  

 	
 Creditor notices. The Borrower will send the Agent, at the same time as they are
 despatched, copies of all material communications which the Borrower is
 legally obliged to despatch to all of its creditors or any class of them.

 
	
  

 	
  

 	
  

 
	
 11.9

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 for
 the Borrower to perform its obligations under any Finance Document;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 for
 the validity or enforceability of any Finance Document;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 for
 the Borrower to continue to own and operate the Ship; 

and the Borrower will
 comply with the terms of all such consents.

 
	
  

 	
  

 	
  

 
	
 11.10

 	
  

 	
 Maintenance of Security Interests. The Borrower will:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 11.11

 	
  

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

 
	
  

 	
  

 	
  

 
	
 11.12

 	
  

 	
 No amendment to Shipbuilding Contract, Transfer Agreement
 or Refund Guarantee. The
 Borrower will not agree to any amendment or supplement to, or waive or fail
 to enforce, the Shipbuilding Contract, the Transfer Agreement or the Refund
 Guarantee or any of their respective provisions except as permitted by this
 Agreement and the other Finance Documents.

 
	
  

 	
  

 	
  

 
	
 11.13

 	
  

 	
 Principal place of business. The Borrower will maintain its place of
 business, and keep its corporate documents and records, at the address stated
 at the commencement of this Agreement; and the Borrower will not establish,
 or do anything as a result of which it would be deemed to have, a place of
 business in any country other than Bermuda.

 
	
  

 	
  

 	
  

 
	
 11.14

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 




26









	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Agent may serve requests under this Clause 11.14 from time to time but only
 if asked to do so by a Lender or Lenders having Contributions exceeding 10
 per cent. of the Loan or (if the Loan has not been made) Commitments
 exceeding 10 per cent of the Total Commitments; and this Clause 11.14 does
 not affect the Borrower’s obligations under Clause 11.15.

 
	
  

 	
  

 	
  

 
	
 11.15

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

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

 
	
  

 	
  

 	
  

 
	
 11.16

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to
 the Borrower, the Ship, the Earnings or the Insurances; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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


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

 
	
  

 	
  

 	
  

 
	
 11.17

 	
  

 	
 Provision of copies and translation of documents. The Borrower will supply the Agent with a
 sufficient number of copies of the documents referred to above to provide 1
 copy for each Creditor Party; and if the Agent so requires in respect of any
 of those documents, the Borrower will provide a certified English translation
 prepared by a translator approved by the Agent.

 
	
  

 	
  

 	
  

 
	
 11.18

 	
  

 	
  “Know your customer” checks. 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 the Borrower or any Security Party (including,
 without limitation, a change in the composition of their shareholders) after
 the date of this Agreement; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 a
 proposed assignment or transfer by a Lender of any of its rights and
 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), 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, the Borrower shall promptly upon the request of the Agent or
 the Lender concerned supply, or procure the supply of, such documentation and
 other evidence as is reasonably requested by the Agent (for itself or on
 behalf of any Lender) or the Lender concerned (for itself or, in the case of
 the event described in paragraph (c), on behalf of any prospective new
 Lender) in order for the Agent, the Lender concerned or, in the case of the
 event described in paragraph (c), any prospective new Lender to carry out and
 be satisfied it has complied with all necessary “know your customer” or other
 similar checks under all applicable laws and regulations pursuant to the
 transactions contemplated in the Finance Documents.

 


27









	
  

 	
  

 	
  

 
	
 11.19

 	
  

 	
 Termination of Approved Charter or Replacement Charter. Upon termination or expiry of the Approved
 Charter or the Replacement Charter, the Borrower shall, within 30 days after
 the date of such termination or cancellation, deposit $20,000,000 in an
 account with the Account Bank and the Borrower shall execute security, in
 favour of the Security Trustee (on behalf of the Lenders) and acceptable to
 the Lenders, over such account. Such cash collateral shall be released to the
 Borrower upon the Borrower having entered into a Replacement Charter (or, as
 the case may be, another Replacement Charter) and the Ship having been
 delivered and accepted under such Replacement Charter.

 
	
  

 	
  

 	
  

 
	
 11.20

 	
  

 	
 Approved Charter non-extension

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 If
 the Approved Charterer does not exercise its option to extend the Approved
 Charter and subject to Clause 11.20(b), with effect on and from 12 months
 prior to the expiry of the Approved Charter, the Borrower shall on each
 Repayment Date pursuant to Clause 8.1 transfer 90 per cent. of any free cash
 (after deductions for operating expenses (including debt service) in relation
 to the Ship but otherwise the Borrower undertakes not to withdraw or transfer
 any other amount from the Earnings Account) on the Earnings Account (up to
 $10,000,000 in aggregate) to an account with the Account Bank and shall
 execute security, in favour of the Security Trustee (on behalf of the
 Lenders) and acceptable to the Lenders, over such account (with the monies in
 such secured account (including any interest thereon) only being used for
 repaying, on the final Repayment Date, the Loan, and making the payments
 referred to in Clause 8.3, and thereafter returned to the Borrower).

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 However,
 if Clause 11.20(a) applies but subsequently the Borrower enters into a
 Replacement Charter and the Ship is delivered and accepted under such
 Replacement Charter, whereupon the monies in the secured account referred to
 in Clause 11.20(a) shall be released to the Borrower and Clause 11.20(a)
 shall thereupon cease to apply.

 
	
  

 	
  

 	
  

 
	
 11.21

 	
  

 	
 Financial covenants.

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 In
 this Clause 11.21 and any compliance certificate delivered pursuant to Clause
 11.6(d):

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “GasLog Group” means GasLog and its subsidiaries;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 each
 investment in marketable debt obligations issued or guaranteed by the
 government of the United States of America or any member state of the
 European Economic Area and having a rating of AAA from Standard & Poor’s
 Ratings Group or the equivalent with any other principal credit rating agency
 in the United States of America or Europe, or by an instrumentality or agency
 of any of them having an

 


28









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 equivalent
 credit rating, maturing within 1 year after the date of determination and not
 convertible or exchangeable to any other security;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 for
 which a recognised trading market exists;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 each
 investment in a money market fund which:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 each
 other debt security approved by the Majority Lenders,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the interest element of
 leasing and hire purchase payments;

 


29








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 adjusted (but without
 double counting) by:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 adding back GasLog
 Group’s Interest Payable;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 deducting GasLog
 Group’s Interest Receivable;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 taking no account of
 any exceptional or extraordinary item;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 adding back
 depreciation and amortisation;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 deducting its share of
 profits from affiliates; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 adding back its loss of
 profits from affiliates;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


30









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “GasLog
 Group’s Total Debt” means, at any date of determination
 under this Agreement, the amount of the total debt of the GasLog Group
 determined on a consolidated basis in accordance with IFRS and as shown in
 the GasLog Group’s Latest Accounts (including, for the avoidance of doubt,
 any negative mark-to-market for any currency or interest rate swaps);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the outstanding
 principal amount of any moneys borrowed or raised;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 The Borrower shall
 ensure that the consolidated financial position of the GasLog Group on a
 consolidated basis is such that at all times during the Security Period (in
 the case of (ii) and (v) below commencing on the basis of the audited
 consolidated accounts for the financial year ending 31 December 2013):

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 


31









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 The
 Borrower shall ensure that at all times during the Security Period there is
 standing to the credit of the Earnings Account an amount of at least
 US$1,500,000.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 The
 Borrower shall ensure that on or prior to the date falling 10 Business Days
 after a Qualified IPO, it is in compliance with the minimum security cover
 required to be maintained on the date of such Qualified IPO pursuant to
 Clause 15.1.

 
	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 CORPORATE
 UNDERTAKINGS

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Negative
 undertakings. The Borrower will not:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 carry
 on any business other than the ownership, chartering and operation of the
 Ship; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 declare
 or pay dividends if an Event of Default has occurred which is continuing or
 an Event of Default will result from the declaration or payment of such
 dividends;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 effect
 any form of redemption, purchase or return of share capital; or

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 provide
 any form of credit or financial assistance to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 a
 person who is directly or indirectly interested in the Borrower’s share or
 loan capital; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any
 company in or with which such a person is directly or indirectly interested
 or connected;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or
 enter into any transaction with or involving such a person or company on
 terms which are, in any respect, less favourable to the Borrower than those
 which it could obtain in a bargain made at arms’ length;

 


32









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 open
 or maintain any account with any bank or financial institution other than the
 Earnings Account, the Retention Account or any other account required to be
 opened and/or maintained pursuant to Clauses 11.19 and 11.20 for the purposes
 of the Finance Documents;

 
	
  

 	
  

 	
  

 
	
 (f)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
  

 	
 acquire
 any shares or other securities other than US or UK Treasury bills and
 certificates of deposit issued by major North American or European banks, or
 enter into any transaction in a derivative;

 
	
  

 	
  

 	
  

 
	
 (h)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 incur
 any Financial Indebtedness other than as contemplated by this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (j)

 	
  

 	
 agree to purchase any vessel other than the Ship.

 
	
  

 	
  

 	
  

 
	
 12.4

 	
  

 	
 Share Ownership. The Borrower shall ensure and procure that all the shares issued by
 it are owned directly or indirectly by GasLog Carriers.

 
	
  

 	
  

 	
  

 
	
 13

 	
  

 	
 INSURANCE

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.2

 	
  

 	
 Maintenance of obligatory insurances. The Borrower shall keep the Ship insured at
 the expense of the Borrower against:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 war
 risks (including blocking and trapping);

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 protection
 and indemnity risks; and

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.3

 	
  

 	
 Terms of obligatory insurances. The Borrower shall effect such insurances:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 in
 Dollars;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 in
 the case of fire and usual marine risks and war risks, in an amount on an
 agreed value basis at least the greater of (i) 120 per cent. of the Loan and
 (ii) the market value of the Ship; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 in
 the case of oil pollution liability risks, for an aggregate amount equal to
 the highest level of cover from time to time available under basic protection
 and indemnity club entry and in the international marine insurance market
 (currently $1,000,000,000);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 in
 relation to protection and indemnity risks in respect of the Ship’s full
 tonnage;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 on
 approved terms; and

 


33









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 provide that the
 Security Trustee may make proof of loss if the Borrower fails to do so.

 
	
  

 	
  

 	
  

 
	
 13.5

 	
  

 	
 Renewal
 of obligatory insurances. The Borrower shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 at least 21 days before
 the expiry of any obligatory insurance:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 at least 14 days before
 the expiry of any obligatory insurance, renew that obligatory insurance in
 accordance with the Security Trustee’s approval pursuant to paragraph (a);
 and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 


34









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 they will notify the
 Security Trustee, not less than 14 days before the expiry of the obligatory
 insurances, in the event of their not having received notice of renewal
 instructions from the Borrower or its agents and, in the event of their
 receiving instructions to renew, they will promptly notify the Security
 Trustee of the terms of the instructions; and

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.8

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.9

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.10

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.11

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the Borrower shall take
 all necessary action and comply with all requirements which may from time to
 time be applicable to the obligatory insurances, and (without limiting the
 obligation contained in Clause 13.7(c)) ensure that the obligatory insurances
 are not made subject to any exclusions or qualifications to which the
 Security Trustee has not given its prior approval;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the Borrower shall not
 make any changes relating to the classification or classification society or
 manager or operator of the Ship approved by the underwriters of the
 obligatory insurances;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 



35








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 the
 Borrower shall not employ the Ship, nor allow it to be employed, otherwise
 than in conformity with the terms and conditions of the obligatory
 insurances, without first obtaining the consent of the insurers and complying
 with any requirements (as to extra premium or otherwise) which the insurers
 specify.

 
	
  

 	
  

 	
  

 
	
 13.12

 	
  

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

 
	
  

 	
  

 	
  

 
	
 13.13

 	
  

 	
 Settlement of claims. The Borrower shall not settle, compromise
 or abandon any claim under any obligatory insurance for Total Loss or for a
 Major Casualty, and shall do all things necessary and provide all documents,
 evidence and information to enable the Security Trustee to collect or recover
 any moneys which at any time become payable in respect of the obligatory
 insurances.

 
	
  

 	
  

 	
  

 
	
 13.14

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and
 the Borrower shall, forthwith upon demand, indemnify the Security Trustee in
 respect of all fees and other expenses incurred by or for the account of the
 Security Trustee in connection with any such report as is referred to in
 paragraph (a).

 
	
  

 	
  

 	
  

 
	
 13.15

 	
  

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

 
	
  

 	
  

 	
  

 
	
 14

 	
  

 	
 SHIP
 COVENANTS

 
	
  

 	
  

 	
  

 
	
 14.1

 	
  

 	
 General. The Borrower also undertakes with each Creditor Party to comply with
 the following provisions of this Clause 14 at all times during the Security
 Period (after the Ship has been delivered to it under the Shipbuilding
 Contract) except as the Agent, with the authorisation of the Majority
 Lenders, may otherwise permit.

 
	
  

 	
  

 	
  

 
	
 14.2

 	
  

 	
 Ship’s name and registration. The Borrower shall keep the Ship registered
 in its name under the applicable Approved Flag; shall not do or allow to be
 done anything as a result of which such registration might be cancelled or
 imperilled; and shall not change the name or port of registry of the Ship.

 
	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Repair and classification. The Borrower shall keep the Ship in a good
 and safe condition and state of repair:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 consistent
 with first-class ship ownership and management practice;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 so
 as to maintain the Ship’s class (namely +A1, (E), Liquified 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,

 


36









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 CRC, DFD and UWILD)
 with American Bureau of Shipping free of all overdue recommendations and
 conditions of such Classification Society at American Bureau of Shipping free
 of overdue recommendations and conditions; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 14.4

 	
  

 	
 Classification
 society undertaking. The Borrower shall instruct the
 classification society referred to in Clause 14.3 (and procure that the
 classification society undertakes with the Security Trustee):

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to send to the Security
 Trustee, following receipt of a written request from the Security Trustee,
 certified true copies of all original class records held by the
 classification society in relation to the Ship;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 to allow the Security
 Trustee (or its agents), at any time and from time to time, to inspect the
 original class and related records of the Borrower and the Ship at the
 offices of the classification society and to take copies of them;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 to notify the Security
 Trustee immediately in writing if the classification society:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 receives notification
 from the Borrower or any person that the Ship’s classification society is to
 be changed; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 becomes aware of any
 facts or matters which may result in or have resulted in a change,
 suspension, discontinuance, withdrawal or expiry of the Ship’s class under
 the rules or terms and conditions of the Borrower’s or the Ship’s membership
 of the classification society;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 following receipt of a
 written request from the Security Trustee:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 to confirm that the
 Borrower is not in default of any of its contractual obligations or
 liabilities to the classification society and, without limiting the
 foregoing, that it has paid in full all fees or other charges due and payable
 to the classification society; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 if the Borrower is in
 default of any of its contractual obligations or liabilities to the
 classification society, to specify to the Security Trustee in reasonable
 detail the facts and circumstances of such default, the consequences of such
 default, and any remedy period agreed or allowed by the classification
 society.

 
	
  

 	
  

 	
  

 	
  

 
	
 14.5

 	
  

 	
 Modification.
 The Borrower shall not make any modification or repairs to,
 or replacement of, the Ship or equipment installed on it which would or might
 materially alter the structure, type or performance characteristics of the
 Ship which would materially reduce its value.

 
	
  

 	
  

 	
  

 
	
 14.6

 	
  

 	
 Removal
 of parts. The Borrower shall not remove any material part
 of the Ship, or any item of equipment installed on, the Ship unless the part
 or item so removed is forthwith replaced by a suitable part or item which is
 in the same condition as or better condition than the part or item removed,
 is free from any Security Interest or any right in favour of any person other
 than the Security Trustee and becomes on installation on the Ship the
 property of the Borrower and subject to the security constituted by the
 Mortgage Provided that the
 Borrower may install equipment owned by a third party if the equipment can be
 removed without any risk of damage to the Ship.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.7

 	
  

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

 


37









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.8

 	
  

 	
 Inspection.
 The Borrower shall permit the Security Trustee (by
 surveyors or other persons appointed by it for that purpose) to board the
 Ship at all reasonable times (without interfering with the Ship’s operations)
 to inspect its condition or to satisfy themselves about proposed or executed
 repairs and shall afford all proper facilities for such inspections.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.9

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.10

 	
  

 	
 Compliance
 with laws etc. The Borrower shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 in the event of
 hostilities in any part of the world (whether war is declared or not), not
 cause or permit it to enter or trade to any zone which is declared a war zone
 by any government or by the Ship’s war risks insurers unless the prior
 written consent of the Security Trustee has been given and the Borrower has
 (at its expense) effected any special, additional or modified insurance cover
 which the Security Trustee may require.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.11

 	
  

 	
 Provision
 of information. The Borrower shall promptly provide the
 Security Trustee with any information which, in the opinion of the Security
 Trustee, it reasonably requests regarding:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the Ship, its
 employment, position and engagements;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the Earnings and
 payments and amounts due to the Ship’s master and crew;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 any towages and
 salvages;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 the Borrower’s, the
 Approved Manager’s or the Ship’s compliance with the ISM Code and the ISPS
 Code,

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, upon the Security
 Trustee’s request, provide copies of any current charter relating to the Ship
 and of any current charter guarantee (if available), and copies of the
 Borrower’s or the Approved Manager’s Document of Compliance.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.12

 	
  

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

 


38









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 any intended dry
 docking of the Ship;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 any Environmental Claim
 made against the Borrower or in connection with the Ship, or any
 Environmental Incident;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (h)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.13

 	
  

 	
 Restrictions
 on chartering, appointment of managers etc. The Borrower
 shall not:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 let the Ship on demise
 charter for any period;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 charter the Ship
 otherwise than on bona fide arm’s length terms at the time when the Ship is
 fixed;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 appoint a manager of
 the Ship other than the Approved Manager or agree to any material alteration
 to the terms of the Approved Manager’s appointment;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 de-activate or lay up
 the Ship; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
  

 	
 put the Ship into the
 possession of any person for the purpose of work being done upon it in an
 amount exceeding or likely to exceed $1,000,000 (or the equivalent in any
 other currency) unless either (i) that person has first given to the Security
 Trustee and in terms satisfactory to it a written undertaking not to exercise
 any lien on the Ship or its Earnings for the cost of such work or for any
 other reason or (ii) the Borrower has established to the reasonable
 satisfaction of the Security Trustee that it has sufficient reserves to pay
 for the cost of such work.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.14

 	
  

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

 


39









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.15

 	
  

 	
 Sharing of Earnings. The Borrower shall not enter into any
 agreement or arrangement for the sharing of any Earnings without prior
 consultations with the Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.16

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 maintain
 for the Ship an ISSC; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15

 	
  

 	
 SECURITY
 COVER

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1

 	
  

 	
 Minimum required security cover. Clause 15.2 applies if (after the Ship has
 been delivered to it under the Shipbuilding Contract) the Agent notifies the
 Borrower that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the
 market value (determined as provided in Clause 15.3) of the Ship; plus

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 is
 below the Relevant Percentage of the Loan, any interest which has accrued on
 the Loan at the time the Agent applies the test in this Clause 15.1 and any
 amount which would be payable under Clause 21.1(b) if, at the time the Agent
 applies the test in this Clause 15.1, the Borrower was required to prepay the
 Loan on that date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 this Clause 15.1, “Relevant Percentage” means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 on
 the date of a Qualified IPO, 142.8 per cent.; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 at
 all other times, 120 per cent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2

 	
  

 	
 Provision of additional security; prepayment. If the Agent serves a notice on the
 Borrower under Clause 15.1, the Borrower shall, within, in the case of Clause
 15.1(i), 10 Business Days and, in the case of Clause 15.1(ii), 1 month after
 the date on which the Agent’s notice is served, either:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 provide,
 or ensure that a third party provides, additional security which, in the
 reasonable opinion of the Majority Lenders, has a net realisable value at
 least equal to the shortfall and is documented in such terms as the Agent
 may, with the authorisation of the Majority Lenders, approve or require; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.3

 	
  

 	
 Valuation of Ship. The market value of the Ship at any date is
 that shown by a valuation prepared:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 as
 at a date not more than 14 days previously;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 by
 an independent sale and purchase shipbroker speciliasing in the LNG sector
 from the list of shipbrokers referred to in Schedule 5;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 


40









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.7

 	
  

 	
 Payment of valuation expenses. Without prejudice to the generality of the
 Borrower’s obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall,
 on demand, pay the Agent the amount of the fees and expenses of any
 shipbroker or expert instructed by the Agent under this Clause and all legal
 and other expenses incurred by any Creditor Party in connection with any
 matter arising out of this Clause. Provided
 that as long as no Event of Default shall have occurred, the
 Borrower shall not be obliged to pay any such fees and expenses in respect of
 more than two valuations of the Ship in any calendar year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.8

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 PAYMENTS
 AND CALCULATIONS

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 in
 the case of an amount payable by a Lender to the Agent or by the Borrower to
 the Agent or any Lender, to the account of the Agent at Nordea Bank Finland
 Plc, New York Branch (SWIFT: NDEAUS3N) (Account No 7443423001), or to such
 other account with such other bank as the Agent may from time to time notify
 to the Borrower and the other Creditor Parties; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.2

 	
  

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

 


41








	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 refund the sum in full to the Agent; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.8

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.9

 	
  

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

 
	
  

 	
  

 	
  

 
	
 16.10

 	
  

 	
 Agent’s memorandum account.
 The Agent shall maintain a memorandum account showing the amounts advanced by
 the Lenders and all other sums owing to the Agent, the Security Trustee and
 each Lender from the Borrower and each Security Party under the

 


42









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Finance Documents and all payments in respect of those amounts made
 by the Borrower and any Security Party.

 
	
  

 	
  

 	
  

 
	
 16.11

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 APPLICATION OF RECEIPTS

 
	
  

 	
  

 	
  

 
	
 17.1

 	
  

 	
 Normal order of application.
 Except as any Finance Document may otherwise provide, any sums which are
 received or recovered by any Creditor Party under or by virtue of any Finance
 Document shall be applied:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 SIXTHLY: any surplus shall be paid to the Borrower or to any other
 person appearing to be entitled to it.

 
	
  

 	
  

 	
  

 
	
 17.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 APPLICATION OF EARNINGS

 
	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Payment of Earnings.
 The Borrower undertakes with each Creditor Party to ensure that, throughout
 the Security Period (and subject only to the provisions of the General
 Assignment), all the Earnings are paid to the Earnings Account. The Earnings
 shall, subject to Clauses 11.20, 11.21(c) and 18.2, be available to the
 Borrower provided that no Event of Default has occurred and is continuing.

 


43









	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Monthly retentions.
 The Borrower undertakes with each Creditor Party to ensure that, in each
 calendar month of the Security Period, on such dates as the Agent may from
 time to time specify, there is transferred to the Retention Account out of
 the Earnings received in the Earnings Account during the preceding calendar
 month:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 one-third of the amount of the repayment instalment falling due under
 Clause 8 on the next Repayment Date; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the relevant fraction of the aggregate amount of interest on the Loan
 which is payable on the next due date for payment of interest under this
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The “relevant fraction” is a fraction of which the numerator is 1 and
 the denominator the number of months comprised in the then current Interest
 Period (or, if the period is shorter, the number of months from the later of
 the commencement of the current Interest Period or the last due date for
 payment of interest to the next due date for payment of interest under this
 Agreement).

 
	
  

 	
  

 	
  

 
	
 18.3

 	
  

 	
 Shortfall in Earnings.
 If the aggregate Earnings received in the Earnings Account are insufficient
 in any month for the required amount to be transferred to the Retention
 Account under Clause 18.2, the Borrower shall make up the amount of the
 insufficiency on demand from the Agent; but, without thereby prejudicing the
 Agent’s right to make such demand at any time, the Agent may, if so
 authorised by the Majority Lenders, permit the Borrower to make up all or
 part of the insufficiency by increasing the amount of any transfer under
 Clause 18.2 from the Earnings received in the next or subsequent months.

 
	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Application of retentions.
 Until an Event of Default or a Potential Event of Default occurs and is
 continuing, the Agent shall on each Repayment Date and on each due date for
 the payment of interest under this Agreement distribute to the Lenders in
 accordance with Clause 16.4 so much of the then balance on the Retention
 Account as equals:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the repayment instalment due on that Repayment Date; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the amount of interest payable on that interest payment date,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in discharge of the Borrower’s liability for that repayment
 instalment or that interest and the Borrower hereby undertakes with each
 Creditor Party to instruct the Account Bank to make such payment to the Agent
 from the Retention Account for distribution to the Lenders in accordance with
 this Clause.

 
	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 No release of accrued interest.
 Any interest accruing on the Retention Account shall be credited to the
 Retention Account but shall not be released to the Borrower until the end of
 the Security Period.

 
	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Location of accounts.
 The Borrower shall promptly:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 comply with any requirement of the Agent as to the location or
 re-location of the Earnings Account and the Retention Account (or either of
 them); and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
 Debits for expenses etc.
 The Agent shall be entitled (but not obliged) from time to time to debit the
 Earnings Account without prior notice in order to discharge any amount due
 and payable under Clause 20 or 21 to a Creditor Party or payment of which any
 Creditor Party has become entitled to demand under Clause 20 or 21 and the
 Borrower hereby undertakes with each Creditor Party to authorise the Account
 Bank to act according to the Agent’s instructions pursuant to this Clause.

 


44









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 18.8

 	
  

 	
 Borrower’s obligations unaffected.
 The provisions of this Clause 18 (as distinct from a distribution effected
 under Clause 18.4) do not affect:

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the liability of the Borrower to make payments of principal and
 interest on the due dates; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 any other liability or obligation of the Borrower or any Security
 Party under any Finance Document.

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
  

 	
 EVENTS OF DEFAULT

 
	
  

 	
  

 	
  

 	
  

 
	
 19.1

 	
  

 	
 Events of Default.
 An Event of Default occurs if:

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 any breach occurs of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Clause 9.2, 11.2, 11.3, 11.10, 11.13, 11.21(b), 11.21(d), 12.2, 12.3,
 12.4 or 15.1 of this Agreement; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 clauses 11.13 and 11.14 of the Counter-Guarantee from
 Counter-Guarantor 2; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 clauses 11.13, 11.14 and 11.15 of the Guarantee from GasLog; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 clause 11.12 of the Guarantee from GasLog Carriers; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 any of the following occurs in relation to any Financial Indebtedness
 of a Relevant Person (which, in the case of a Guarantor, exceeds $5,000,000
 and in the case of a Relevant Person other than a Guarantor, exceeds
 $1,000,000 (or in each case the equivalent in any other currency)):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any Financial Indebtedness of a Relevant Person is not paid when due
 or, if so payable, on demand; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 


45









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 a Relevant Person becomes, in the opinion of the Majority Lenders,
 unable to pay its debts as they fall due; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 an administration notice is given or filed, an application or
 petition to a court is made or presented or any other step is taken by a
 creditor of a Relevant Person (other than a holder of Security Interests
 which together relate to all or substantially all of the assets of a Relevant
 Person) for the winding up of a Relevant Person or the appointment of a
 provisional liquidator or administrator in respect of a Relevant Person in
 any Pertinent Jurisdiction, unless the proposed winding up, appointment of a
 provisional liquidator or administration is being contested in good faith, on
 substantial grounds and not with a view to some other insolvency law
 procedure being implemented instead and either (aa) the application or
 petition is dismissed or

 


46









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 withdrawn within 30 days of being made or presented, or (bb) within
 30 days of the administration notice being given or filed, or the other
 relevant steps being taken, other action is taken which will ensure that
 there will be no administration and (in both cases (aa) or (bb)) the Relevant
 Person will continue to carry on business in the ordinary way and without
 being the subject of any actual, interim or pending insolvency law procedure;
 or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ix)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (x)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (xi)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (h)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 it becomes unlawful in any Pertinent Jurisdiction or impossible:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (j)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (k)

 	
  

 	
 without the prior consent of the Majority Lenders (i) a change has
 occurred after the date of this Agreement in the legal ownership of any of
 the shares in the Borrower or (ii) a Material Change has occurred; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (l)

 	
  

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

 


47









	
  

 	
  

 	
  

 	
  

 
	
 (m)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (n)

 	
  

 	
 the Borrower has not entered into the Approved Charter at least five
 (5) days prior to the Drawdown Date of the second Advance; or

 
	
  

 	
  

 	
  

 
	
 (o)

 	
  

 	
 the Approved Charter is terminated before the end of the third year
 from the Delivery Date, becomes invalid or unenforceable or otherwise ceases
 to be in fall force and effect for any reason (other than through the
 effluxion of time or following the sale of the Ship) and the Approved Charter
 is not replaced within 30 days by another charter having similar
 characteristics to the Approved Charter, with a charterer, in a form and on
 terms acceptable to the Agent; or

 
	
  

 	
  

 	
  

 	
  

 
	
 (p)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 on or prior to the date of a Qualified IPO, 70 per cent. of the
 issued and allotted shares of GasLog;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (q)

 	
  

 	
 any other event occurs or any other circumstances arise or develop
 including, without limitation:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 a change in the financial position, state of affairs or prospects of
 any Relevant Person; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any accident or other event involving the Ship or another vessel
 owned, chartered or operated by a Relevant Person;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 which materially and adversely affects the ability of the Borrower or
 a Guarantor to discharge its liabilities under the Finance Documents as they
 fall due.

 
	
  

 	
  

 	
  

 	
  

 
	
 19.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 


48









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.5

 	
  

 	
 Multiple notices; action without notice.
 The Agent may serve notices under Clauses 19.2(a)(i) or (ii) simultaneously
 or on different dates and it and/or the Security Trustee may take any action
 referred to in Clause 19.2 simultaneously with or at any time after the
 service of both or either of such notices.

 
	
  

 	
  

 	
  

 
	
 19.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.8

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 19.9

 	
  

 	
 Relevant Persons.
 In this Clause 19 a “Relevant Person”
 means the Borrower, the Approved Manager or a Security Party.

 
	
  

 	
  

 	
  

 
	
 19.10

 	
  

 	
 Interpretation. In
 Clause 19.1(f) references to an event of default or a termination event
 include any event, howsoever described, which is similar to an event of
 default in a facility

 


49









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 agreement or a termination event in a finance lease; and in Clause
 19.1(g) “petition” includes an
 application.

 
	
  

 	
  

 	
  

 
	
 19.11

 	
  

 	
 Material Change.
 In Clause 19.1(k), “Material Change” means, in relation to
 the Borrower, GasLog Carriers, the Approved Manager and Counter-Guarantor 1,
 a change without the consent of the Majority Lenders, in the ultimate
 beneficial ownership of the shares in such company or the voting rights
 attaching to such shares which results in the person or persons disclosed to
 the Agent on or prior to the date of this Agreement as being the ultimate
 beneficial owner or owners of all such shares ultimately owning less than (i)
 51 per cent. of such shares or the voting rights attaching thereto in the
 case of each of the Borrower, GasLog Carriers and the Approved Manager and
 (ii) 85 per cent. of such shares or the voting rights attaching thereto in
 the case of Counter-Guarantor 1.

 
	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 FEES AND EXPENSES

 
	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 Up-front and commitment fees.
 The Borrower shall pay to the Agent:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 on the date of this Agreement a non-refundable up front fee of
 $348,066 (representing 0.20 per cent. of the Total Commitments) and;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 a commitment fee for the account of the Lenders at the rate of 0.20
 per cent. of the undrawn amount of the Loan payable from (and including) 11
 March 2008 up to and including the earlier of (i) the final Drawdown Date and
 the last day of the Availability Period, such fee to be payable quarterly in
 arrears and on the earlier of the dates referred to in (i) and (ii) above,
 for distribution among the Lenders in the proportions agreed by the Agent and
 the Lenders.

 
	
  

 	
  

 	
  

 
	
 20.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 Costs of variations, amendments,
 enforcement etc. The Borrower shall pay to the
 Agent, on the Agent’s demand, for the account of the Creditor Party concerned
 the amount of all expenses incurred by a Creditor Party in connection with:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Documentary taxes.
 The Borrower shall promptly pay any tax payable on or by reference to any
 Finance Document, and shall, on the Agent’s demand, fully indemnify each
 Creditor

 



50









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Party against any claims, expenses, liabilities and losses resulting
 from any failure or delay by the Borrower to pay such a tax.

 
	
  

 	
  

 	
  

 
	
 20.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Certification of amounts.
 A notice which is signed by 2 officers of a Creditor Party, which states that
 a specified amount, or aggregate amount, is due to that Creditor Party under
 this Clause 20 and which indicates (without necessarily specifying a detailed
 breakdown) the matters in respect of which the amount, or aggregate amount,
 is due shall be prima facie evidence that the amount, or aggregate amount, is
 due.

 
	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 INDEMNITIES

 
	
  

 	
  

 	
  

 
	
 21.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 


51









	
  

 	
  

 	
  

 
	
 21.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 any other Pertinent Matter;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 enforcing any such order or judgment;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Certification of amounts.
 A notice which is signed by 2 officers of a Creditor Party, which states that
 a specified amount, or aggregate amount, is due to that Creditor Party under
 this Clause 21 and which indicates (without necessarily specifying a detailed
 breakdown) the matters in respect of which the amount, or aggregate amount,
 is due shall be prima facie evidence that the amount, or aggregate amount, is
 due.

 
	
  

 	
  

 	
  

 
	
 21.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 NO SET-OFF OR TAX DEDUCTION

 


52









	
  

 	
  

 	
  

 
	
 22.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 Tax credits. A
 Creditor Party which receives for its own account a repayment or credit in
 respect of tax on account of which the Borrower has made an increased payment
 under Clause 22.2 shall pay to the Borrower a sum equal to the proportion of
 the repayment or credit which that Creditor Party allocates to the amount due
 from the Borrower in respect of which the Borrower made the increased
 payment:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the Creditor Party shall not be obliged to allocate to this
 transaction any part of a tax repayment or credit which is referable to a
 class or number of transactions;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 nothing in this Clause 22.4 shall oblige a Creditor Party to arrange
 its tax affairs in any particular manner, to claim any type of relief,
 credit, allowance or deduction instead of, or in priority to, another or to
 make any such claim within any particular time;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 nothing in this Clause 22.4 shall oblige a Creditor Party to make a
 payment which would leave it in a worse position than it would have been in
 if the Borrower had not been required to make a tax deduction from a payment;
 and

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 any allocation or determination made by a Creditor Party under or in
 connection with this Clause 22.4 shall be conclusive and binding on the
 Borrower and the other Creditor Parties.

 
	
  

 	
  

 	
  

 
	
 23

 	
  

 	
 ILLEGALITY, ETC

 
	
  

 	
  

 	
  

 
	
 23.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 


53









	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 contrary to, or inconsistent with, any regulation,

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 INCREASED COSTS

 
	
  

 	
  

 	
  

 
	
 24.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 


54









	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 but not an item attributable to a change in the rate of tax on the
 overall net income of the Notifying Lender (or a parent company of it) or an
 item covered by the indemnity for tax in Clause 21.1 or by Clause 22 or an
 item arising directly out of the implementation or application of or
 compliance with the “International Convergence of Capital Measurement and
 Capital Standards, a Revised Framework” published by the Basel Committee on
 Banking Supervision in June 2004, in the form existing on the date of this
 Agreement (“Basel II”) or any
 other law or regulation which implements Basel II (whether such
 implementation, application or compliance is by a government, regulator,
 Creditor Party or any of its affiliates).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25

 	
  

 	
 SET-OFF

 
	
  

 	
  

 	
  

 
	
 25.1

 	
  

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

 


55









	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 apply any balance (whether or not then due) which at any time stands
 to the credit of any account in the name of the Borrower at any office in any
 country of that Creditor Party in or towards satisfaction of any sum then due
 from the Borrower to that Creditor Party under any of the Finance Documents;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 for that purpose:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 25.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 25.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 TRANSFERS AND CHANGES IN LENDING OFFICES

 
	
  

 	
  

 	
  

 
	
 26.1

 	
  

 	
 Transfer by Borrower.
 The Borrower may not, without the consent of the Agent, given on the
 instructions of all the Lenders transfer any of its rights, liabilities or
 obligations under any Finance Document.

 
	
  

 	
  

 	
  

 
	
 26.2

 	
  

 	
 Transfer by a Lender.
 Subject to Clause 26.4, a Lender (the “Transferor Lender”) may at any time, having previously consulted
 with the Borrower, cause:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 its rights in respect of all or part of its Contribution; or 

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 its obligations in respect of all or part of its Commitment; or 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 a combination of (a) and (b),

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to be (in the case of its rights) transferred to, or (in the case of
 its obligations) assumed by, another first class bank or financial
 institution which has experience in ship financing or 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 (a “Transferee Lender”) by delivering to the
 Agent a completed certificate in the form set out in Schedule 4 with any
 modifications approved or required by the Agent (a “Transfer Certificate”)
 executed by the Transferor Lender and the Transferee Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Provided that at all times the aggregate of the
 Commitment of Danish Ship Finance A/S (Danmarks Skibskredit A/S) and its
 Contribution shall not be less than 50 per cent. of the Total Commitments.

 


56









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.4

 	
  

 	
 Effective Date of Transfer Certificate.
 A Transfer Certificate becomes effective on the date, if any, specified in
 the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 26.3 on
 or before that date.

 
	
  

 	
  

 	
  

 
	
 26.5

 	
  

 	
 No transfer without Transfer Certificate.
 No assignment or transfer of any right or obligation of a Lender under any
 Finance Document is binding on, or effective in relation to, the Borrower,
 any Security Party, the Agent or the Security Trustee unless it is effected,
 evidenced or perfected by a Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 26.6

 	
  

 	
 Lender re-organisation; waiver of Transfer
 Certificate. However, if a Lender enters into any
 merger, de-merger or other reorganisation as a result of which all its rights
 or obligations vest in a successor, the Agent may, if it sees fit, by notice
 to the successor and the Borrower and the Security Trustee waive the need for
 the execution and delivery of a Transfer Certificate; and, upon service of
 the Agent’s notice, the successor shall become a Lender with the same
 Commitment and Contribution as were held by the predecessor Lender.

 
	
  

 	
  

 	
  

 
	
 26.7

 	
  

 	
 Effect of Transfer Certificate.
 A Transfer Certificate takes effect in accordance with English law as
 follows:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to the extent specified in the Transfer Certificate, all rights and
 interests (present, future or contingent) which the Transferor Lender has
 under or by virtue of the Finance Documents are assigned to the Transferee
 Lender absolutely, free of any defects in the Transferor Lender’s title and
 of any rights or equities which the Borrower or any Security Party had
 against the Transferor Lender;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the Transferor Lender’s Commitment is discharged to the extent
 specified in the Transfer Certificate;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 the Transferee Lender becomes a Lender with the Contribution
 previously held by the Transferor Lender and a Commitment of an amount
 specified in the Transfer Certificate;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 the Transferee Lender becomes bound by all the provisions of the
 Finance Documents which are applicable to the Lenders generally, including
 those about pro-rata sharing and the exclusion of liability on the part of,
 and the indemnification of, the Agent and the Security Trustee and, to the
 extent that the Transferee Lender becomes bound by those

 


57









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 provisions (other than those relating to exclusion of liability), the
 Transferor Lender ceases to be bound by them;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 any part of the Loan which the Transferee Lender advances after the
 Transfer Certificate’s effective date ranks in point of priority and security
 in the same way as it would have ranked had it been advanced by the
 transferor, assuming that any defects in the transferor’s title and any
 rights or equities of the Borrower or any Security Party against the Transferor
 Lender had not existed;

 
	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 the Transferee Lender becomes entitled to all the rights under the
 Finance Documents which are applicable to the Lenders generally, including
 but not limited to those relating to the Majority Lenders and those under
 Clause 5.5 and Clause 19, and to the extent that the Transferee Lender
 becomes entitled to such rights, the Transferor Lender ceases to be entitled
 to them; and

 
	
  

 	
  

 	
  

 
	
 (g)

 	
  

 	
 in respect of any breach of a warranty, undertaking, condition or
 other provision of a Finance Document or any misrepresentation made in or in
 connection with a Finance Document, the Transferee Lender shall be entitled
 to recover damages by reference to the loss incurred by it as a result of the
 breach or misrepresentation, irrespective of whether the original Lender
 would have incurred a loss of that kind or amount.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The rights and equities of the Borrower or any Security Party
 referred to above include, but are not limited to, any right of set off and
 any other kind of cross-claim.

 
	
  

 	
  

 	
  

 
	
 26.8

 	
  

 	
 Maintenance of register of Lenders.
 During the Security Period the Agent shall maintain a register in which it
 shall record the name, Commitment, Contribution and administrative details
 (including the lending office) from time to time of each Lender holding a
 Transfer Certificate and the effective date (in accordance with Clause 26.4)
 of the Transfer Certificate; and the Agent shall make the register available
 for inspection by any Lender, the Security Trustee and the Borrower during
 normal banking hours, subject to receiving at least 3 Business Days’ prior
 notice.

 
	
  

 	
  

 	
  

 
	
 26.9

 	
  

 	
 Reliance on register of Lenders.
 The entries on that register shall, in the absence of manifest error, be
 conclusive in determining the identities of the Lenders and the amounts of
 their Commitments and Contributions and the effective dates of Transfer
 Certificates and may be relied upon by the Agent and the other parties to the
 Finance Documents for all purposes relating to the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 26.10

 	
  

 	
 Authorisation of Agent to sign Transfer
 Certificates. The Borrower, the Security Trustee and
 each Lender irrevocably authorise the Agent to sign Transfer Certificates on
 its behalf.

 
	
  

 	
  

 	
  

 
	
 26.11

 	
  

 	
 Registration fee.
 In respect of any Transfer Certificate, the Agent shall be entitled to
 recover a registration fee of $5,000 from the Transferor Lender or (at the
 Agent’s option) the Transferee Lender.

 
	
  

 	
  

 	
  

 
	
 26.12

 	
  

 	
 Sub-participation; subrogation assignment.
 A Lender may sub-participate all or any part of its rights and/or obligations
 under or in connection with the Finance Documents without the consent of, or
 any notice to, the Borrower, any Security Party, the Agent or the Security
 Trustee; and the Lenders may assign, in any manner and terms agreed by the
 Majority Lenders, the Agent and the Security Trustee, all or any part of
 those rights to an insurer or surety who has become subrogated to them.

 
	
  

 	
  

 	
  

 
	
 26.13

 	
  

 	
 Disclosure of information.
 A Lender may disclose to a potential Transferee Lender or sub-participant any
 information which the Lender has received in relation to the Borrower, any
 Security Party or their affairs under or in connection with any Finance
 Document, unless the information is clearly of a confidential nature.

 


58









	
  

 	
  

 	
  

 
	
 26.14

 	
  

 	
 Change of lending office.
 A Lender may change its lending office by giving notice to the Agent and the
 change shall become effective on the later of:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the date on which the Agent receives the notice; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 the date, if any, specified in the notice as the date on which the
 change will come into effect.

 
	
  

 	
  

 	
  

 
	
 26.15

 	
  

 	
 Notification. On
 receiving such a notice, the Agent shall notify the Borrower and the Security
 Trustee; and, until the Agent receives such a notice, it shall be entitled to
 assume that a Lender is acting through the lending office of which the Agent
 last had notice.

 
	
  

 	
  

 	
  

 
	
 27

 	
  

 	
 VARIATIONS AND WAIVERS

 
	
  

 	
  

 	
  

 
	
 27.1

 	
  

 	
 Variations, waivers etc. by Majority
 Lenders. Subject to Clause 27.2, a document shall be
 effective to vary, waive, suspend or limit any provision of a Finance
 Document, or any Creditor Party’s rights or remedies under such a provision
 or the general law, only if the document is signed, or specifically agreed to
 by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by
 the Agent and the Security Trustee in their own rights, and, if the document
 relates to a Finance Document to which a Security Party is party, by that
 Security Party.

 
	
  

 	
  

 	
  

 
	
 27.2

 	
  

 	
 Variations, waivers etc. requiring
 agreement of all Lenders. However, as regards the
 following, Clause 27.1 applies as if the words “by the Agent on behalf of the
 Majority Lenders” were replaced by the words “by or on behalf of every
 Lender”:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 a change in the Margin or in the definitions of LIBOR or Fixed
 Interest Rate;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 a change to the date for, the amount of, any payment of principal,
 interest, fees, or other sum payable under this Agreement;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 a change to any Lender’s Commitment;

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 an extension of Availability Period;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
  

 	
 a change to the definition of “Majority Lenders” or “Finance
 Documents”; 

 
	
  

 	
  

 	
  

 
	
 (f)

 	
  

 	
 a change to the preamble or to Clause 2, 3, 4, 5.1, 17, 19 or 30; 

 
	
  

 	
  

 	
  

 
	
 (g)

 	
  

 	
 a change to this Clause 27;

 
	
  

 	
  

 	
  

 
	
 (h)

 	
  

 	
 any release of, or material variation to, a Security Interest,
 guarantee, indemnity or subordination arrangement set out in a Finance
 Document Provided that for the
 avoidance of doubt, it is agreed by the Creditor Parties that the
 Counter-Guarantee executed by each Counter-Guarantor shall be released by the
 Agent (without any warranty, representation, covenant or other recourse)
 immediately following the completion of a Qualified IPO, without obtaining
 any further consent from any other Creditor Party (upon the request and cost
 of the respective Counter-Guarantor; and

 
	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 any other change or matter as regards which this Agreement or another
 Finance Document expressly provides that each Lender’s consent is required.

 
	
  

 	
  

 	
  

 
	
 27.3

 	
  

 	
 Exclusion of other or implied variations.
 Except for a document which satisfies the requirements of Clauses 27.1 and
 27.2, no document, and no act, course of conduct, failure or neglect to act,
 delay or acquiescence on the part of the Creditor Parties or any of them (or
 any person acting on behalf of any of them) shall result in the Creditor
 Parties or any of them (or any person acting on behalf of any of them) being
 taken to have varied, waived, suspended or limited, or being precluded
 (permanently or temporarily) from enforcing, relying on or exercising:

 


59









	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 a provision of this Agreement or another Finance Document; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 an Event of Default; or

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 a breach by the Borrower or a Security Party of an obligation under a
 Finance Document or the general law; or

 
	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 any right or remedy conferred by any Finance Document or by the
 general law;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and there shall not be implied into any Finance Document any term or
 condition requiring any such provision to be enforced, or such right or
 remedy to be exercised, within a certain or reasonable time.

 
	
  

 	
  

 	
  

 
	
 28

 	
  

 	
 NOTICES

 
	
  

 	
  

 	
  

 
	
 28.1

 	
  

 	
 General. Unless
 otherwise specifically provided, any notice under or in connection with any
 Finance Document shall be given by letter or fax; and references in the
 Finance Documents to written notices, notices in writing and notices signed
 by particular persons shall be construed accordingly.

 
	
  

 	
  

 	
  

 
	
 28.2

 	
  

 	
 Addresses for communications.
 A notice shall be sent:

 





	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to the
 Borrower:

 	
 c/o GasLog
 Monaco SAM

 
	
  

 	
  

 	
  

 	
 Gildo Pastor
 Center

 
	
  

 	
  

 	
  

 	
 7 rue du
 Gabian

 
	
  

 	
  

 	
  

 	
 MC98000
 Monte Carlo

 
	
  

 	
  

 	
  

 	
 Monaco

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 For the
 attention of Mr. Henrik Bjerregaard

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Tel No: +377
 97975119

 
	
  

 	
  

 	
  

 	
 Fax No: +377
 97975124

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 to a Lender:

 	
 At the
 address below its name in Schedule 1 or (as the case may require) in the
 relevant Transfer Certificate.

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 to the
 Agent:

 	
 Sankt Annae
 Plads 3

 
	
  

 	
  

 	
  

 	
 DK-1250
 Copenhagen K

 
	
  

 	
  

 	
  

 	
 Denmark

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No:
 +(45) 33 33 9666

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
  

 	
 to the
 Security Trustee: Sankt Annae Plads 3

 
	
  

 	
  

 	
  

 	
 DK-1250
 Copenhagen K

 
	
  

 	
  

 	
  

 	
 Denmark

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fax No:
 +(45) 33 33 9666

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or to such other address as the relevant party may notify the Agent
 or, if the relevant party is the Agent or the Security Trustee, the Borrower,
 the Lenders and the Security Parties.

 
	
  

 	
  

 	
  

 
	
 28.3

 	
  

 	
 Effective date of notices.
 Subject to Clauses 28.4 and 28.5:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 a notice which is delivered personally or posted shall be deemed to
 be served, and shall take effect, at the time when it is delivered;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 a notice which is sent by fax shall be deemed to be served, and shall
 take effect, 2 hours after its transmission is completed.

 


60









	
  

 	
  

 	
  

 
	
 28.4

 	
  

 	
 Service outside business hours.
 However, if under Clause 28.3 a notice would be deemed to be served:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 on a day which is not a business day in the place of receipt; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 on such a business day, but after 5 p.m. local time;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the notice shall (subject to Clause 28.5) be deemed to be served, and
 shall take effect, at 9 a.m. on the next day which is such a business day.

 
	
  

 	
  

 	
  

 
	
 28.5

 	
  

 	
 Illegible notices.
 Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the
 sender within 1 hour after the time at which the notice would otherwise be
 deemed to be served that the notice has been received in a form which is
 illegible in a material respect.

 
	
  

 	
  

 	
  

 
	
 28.6

 	
  

 	
 Valid notices. A
 notice under or in connection with a Finance Document shall not be invalid by
 reason that its contents or the manner of serving it do not comply with the
 requirements of this Agreement or, where appropriate, any other Finance
 Document under which it is served if:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 the failure to serve it in accordance with the requirements of this
 Agreement or other Finance Document, as the case may be, has not caused any
 party to suffer any significant loss or prejudice; or

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 in the case of incorrect and/or incomplete contents, it should have
 been reasonably clear to the party on which the notice was served what the
 correct or missing particulars should have been.

 
	
  

 	
  

 	
  

 
	
 28.7

 	
  

 	
 Electronic communication.
 Any communication to be made between the Agent and a Lender under or in
 connection with the Finance Documents may be made by electronic mail or other
 electronic means, if the Agent and the relevant Lender:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 agree that, unless and until notified to the contrary, this is to be
 an accepted form of communication;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 notify each other in writing of their electronic mail address and/or
 any other information required to enable the sending and receipt of
 information by that means; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 notify each other of any change to their respective addresses or any
 other such information supplied to them.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any electronic communication made between the Agent and a Lender will
 be effective only when actually received in readable form and, in the case of
 any electronic communication made by a Lender to the Agent, only if it is
 addressed in such a manner as the Agent shall specify for this purpose.

 
	
  

 	
  

 	
  

 
	
 28.8

 	
  

 	
 English language.
 Any notice under or in connection with a Finance Document shall be in
 English.

 
	
  

 	
  

 	
  

 
	
 28.9

 	
  

 	
 Meaning of “notice”.
 In this Clause 28, “notice”
 includes any demand, consent, authorisation, approval, instruction, waiver or
 other communication.

 
	
  

 	
  

 	
  

 
	
 29

 	
  

 	
 SUPPLEMENTAL

 
	
  

 	
  

 	
  

 
	
 29.1

 	
  

 	
 Rights cumulative, non-exclusive.
 The rights and remedies which the Finance Documents give to each Creditor
 Party are:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 cumulative;

 


61









	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 may be exercised as often as appears expedient; and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
  

 	
 shall not, unless a Finance Document explicitly and specifically
 states so, be taken to exclude or limit any right or remedy conferred by any
 law.

 
	
  

 	
  

 	
  

 
	
 29.2

 	
  

 	
 Severability of provisions.
 If any provision of a Finance Document is or subsequently becomes void, unenforceable
 or illegal, that shall not affect the validity, enforceability or legality of
 the other provisions of that Finance Document or of the provisions of any
 other Finance Document.

 
	
  

 	
  

 	
  

 
	
 29.3

 	
  

 	
 Counterparts. A
 Finance Document may be executed in any number of counterparts.

 
	
  

 	
  

 	
  

 
	
 29.4

 	
  

 	
 Third Party rights.
 A person who is not a party to this Agreement has no right under the
 Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
 benefit of any term of this Agreement.

 
	
  

 	
  

 	
  

 
	
 30

 	
  

 	
 LAW AND JURISDICTION

 
	
  

 	
  

 	
  

 
	
 30.1

 	
  

 	
 English law. This
 Agreement and any non-contractual obligations arising out of or in connection
 with it, shall be governed by, and construed in accordance with, English law.

 
	
  

 	
  

 	
  

 
	
 30.2

 	
  

 	
 Exclusive English jurisdiction.
 Subject to Clause 30.3, the courts of England shall have exclusive
 jurisdiction to settle any Dispute.

 
	
  

 	
  

 	
  

 
	
 30.3

 	
  

 	
 Choice of forum for the exclusive benefit
 of the Creditor Parties. Clause 30.2 is for the
 exclusive benefit of the Creditor Parties, each of which reserves the right:

 
	
  

 	
  

 	
  

 
	
 (a)

 	
  

 	
 to commence proceedings in relation to any Dispute in the courts of
 any country other than England and which have or claim jurisdiction to that
 Dispute; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
  

 	
 to commence such proceedings in the courts of any such country or
 countries concurrently with or in addition to proceedings in England or
 without commencing proceedings in England.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not commence any proceedings in any country other
 than England in relation to a Dispute.

 
	
  

 	
  

 	
  

 
	
 30.4

 	
  

 	
 Process agent. The
 Borrower irrevocably appoints Unisea Maritime Ltd. at its registered office
 for the time being, presently at 14 Headfort Place, London SW1A 7DH, England
 to act as its agent to receive and accept on its behalf any process or other
 document relating to any proceedings in the English courts which are
 connected with a Dispute.

 
	
  

 	
  

 	
  

 
	
 30.5

 	
  

 	
 Creditor Party rights unaffected.
 Nothing in this Clause 30 shall exclude or limit any right which any Creditor
 Party may have (whether under the law of any country, an international
 convention or otherwise) with regard to the bringing of proceedings, the
 service of process, the recognition or enforcement of a judgment or any
 similar or related matter in any jurisdiction.

 
	
  

 	
  

 	
  

 
	
 30.6

 	
  

 	
 Meaning of “proceedings”.
 In this Clause 30, “proceedings” means proceedings of any
 kind, including an application for a provisional or protective measure and a “Dispute” means any dispute arising out
 of or in connection with this Agreement (including a dispute relating to the
 existence, validity or termination of this Agreement) or any non-contractual
 obligation arising out of or in connection with this Agreement.

 
	
  

 
	
 THIS AGREEMENT has
 been entered into on the date stated at the beginning of this Agreement.

 


62






SCHEDULE 1


LENDERS AND COMMITMENTS


	
  

 	
  

 	
  

 
	
 Lender

 	
 Lending Office

 	
 Commitment

 (US Dollars)

 
	
  

 	
  

 	
  

 
	
 Danish Ship Finance A/S

 (Danmarks Skibskredit A/S)

 	
 Sankt Annae Plads 3

 DK-1250 Copenhagen K

 Denmark

 	
 174,033,000

 


63





SCHEDULE
2


DRAWDOWN
NOTICE


	
  

 	
  

 
	
 To:

 	
 Danish Ship Finance A/S
 (Danmarks Skibskredit A/S)

 Sankt Annae Plads 3

 DK-1250 Copenhagen K

 Denmark

 






	
  

 	
  

 	
  

 
	
 Attention:
[l]

 	
 [Loans

 	
 Administration] 

 


DRAWDOWN
NOTICE


	
  

 	
  

 
	
 1

 	
 We
refer to the loan agreement (the “Loan Agreement”) dated [l] March 2008 and
made between ourselves, as Borrower, the Lenders referred to therein, and
yourselves as Agent and as Security Trustee in connection with a facility of
up to US$174,033,000. Terms defined in the Loan Agreement have their defined
meanings when used in this Drawdown Notice. 

 
	
  

 	
  

 
	
 2

 	
 We
 request to borrow the [first/second/third] Advance as follows:

 
	
  

 	
  

 
	
 (a)

 	
 Amount:
 US$[l];

 
	
  

 	
  

 
	
 (b)

 	
 Drawdown
 Date: [l];

 
	
  

 	
  

 
	
 (c)

 	
 Duration
 of the first Interest Period shall be [l] months;

 
	
  

 	
  

 
	
 (d)

 	
 Payment
 instructions: account of [l] and numbered [l] with [l] of [l].

 
	
  

 	
  

 
	
 3

 	
 We
 represent and warrant that:

 
	
  

 	
  

 
	
 (a)

 	
 the
 representations and warranties in Clause 10 of the Loan Agreement would
 remain true and not misleading if repeated on the date of this notice with
 reference to the circumstances now existing;

 
	
  

 	
  

 
	
 (b)

 	
 no
 Event of Default or Potential Event of Default has occurred or will result
 from the borrowing of the Loan.

 
	
  

 	
  

 
	
 4

 	
 This
 notice cannot be revoked without the prior consent of the Majority Lenders.

 
	
  

 	
  

 
	
 5

 	
 [We
 authorise you to deduct the up-front fee and any accrued commitment fee
 referred to in Clause 20 from the amount of the Advance.]

 






	
  

 	
  

 	
  

 
	
  

 	
 [Name
 of Signatory]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Director

 for and on behalf of

 GAS-ONE LTD.

 	
  

 


64





SCHEDULE
3


CONDITION
PRECEDENT DOCUMENTS


PART
A


	
  

 	
  

 
	
 The following are the
 documents referred to in Clause 9.1 (a).

 
	
  

 	
  

 
	
 1

 	
 A duly executed
 original of the Loan Agreement and the Guarantee.

 
	
  

 	
  

 
	
 2

 	
 Copies of the
 certificate of incorporation and constitutional documents of the Borrower and
 each Security Party.

 
	
  

 	
  

 
	
 3

 	
 Copies of resolutions
 of the shareholders (if required under the constitutional documents and
 applicable laws) and directors of the Borrower and each Security Party
 authorising the execution of each of the Finance Documents to which the
 Borrower or that Security Party is a party and, in the case of the Borrower,
 authorising named officers to give the Drawdown Notices and other notices
 under this Agreement and ratifying the execution of the Shipbuilding Contract
 and the Transfer Agreement.

 
	
  

 	
  

 
	
 4

 	
 The original of any
 power of attorney under which any Finance Document is executed on behalf of
 the Borrower or (if required) a Security Party.

 
	
  

 	
  

 
	
 5

 	
 Copies of all consents
 which the Borrower or any Security Party requires to enter into, or make any
 payment under, any Finance Document, the Shipbuilding Contract or the
 Transfer Agreement.

 
	
  

 	
  

 
	
 6

 	
 Copies of the
 Shipbuilding Contract and the Transfer Agreement and of all documents signed
 or issued by the Borrower or the Builder or the Original Buyer (or all of
 them) under or in connection with it, each to be in a form acceptable to the
 Agent and its lawyers.

 
	
  

 	
  

 
	
 7

 	
 Such documents as any
 of the Lenders may require for its “know your customer” and other customary
 money laundering checks.

 
	
  

 	
  

 
	
 8

 	
 Documentary evidence
 that the agent for service of process named in Clause 30 has accepted its
 appointment.

 
	
  

 	
  

 
	
 9

 	
 Favourable legal
 opinions from lawyers appointed by the Agent on such matters concerning the
 laws of Bermuda, New York, Korea and such other relevant jurisdictions as the
 Agent may require.

 
	
  

 	
  

 
	
 10

 	
 If the Agent so
 requires, in respect of any of the documents referred to above, a certified
 English translation prepared by a translator approved by the Agent.

 
	
  

 	
  

 
	
 PART B

 
	
  

 	
  

 
	
 The following are the
 documents referred to in Clause 9.1(c).

 
	
  

 	
  

 
	
 1

 	
 A written notice from
 the Original Buyer showing all sums due and payable to the Original Buyer
 under the Transfer Agreement.

 
	
  

 	
  

 
	
 2

 	
 (If applicable)
 evidence that any balance (in addition to the first Advance) then due to the
 Original Buyer has been or will immediately on drawdown of that Advance be
 paid to the Original Buyer.

 
	
  

 	
  

 
	
 3

 	
 A duly executed
 original of the Predelivery Security Assignment (and of each document
 required to be delivered pursuant thereto).

 


65









	
  

 	
  

 
	
 4

 	
 Copies of the Novation
 Agreement and of all documents signed or issued by the Borrower or the
 Builder or the Original Buyer (or all of them) under or in connection with it
 to be in a form acceptable to the Agent and its lawyers.

 
	
  

 	
  

 
	
 5

 	
 The original assignment
 of the Refund Guarantee, the original Refund Guarantee and the original
 Refund Guarantor’s acknowledgement to the assignment of the Refund Guarantee
 (each to be in a form acceptable to the Agent and its lawyers) together with
 evidence of the authority of the person executing the same for and on behalf
 of the Refund Guarantor.

 
	
  

 	
  

 
	
 6

 	
 If the Agent so
 requires, in respect of any of the documents referred to above, a certified
 English translation prepared by a translator approved by the Agent.

 


66





PART C


	
  

 	
  

 
	
 The
 following are the documents referred to in Clause 9.1(d).

 
	
  

 	
  

 
	
 1

 	
 Documentary
 evidence that the launching of the Ship has been completed in accordance with
 the Shipbuilding Contract.

 
	
  

 	
  

 
	
 2

 	
 A
 duly issued invoice from the Builder showing the fourth instalment due and
 payable to the Builder under the Shipbuilding Contract.

 
	
  

 	
  

 
	
 3

 	
 stage
 certificate issued by the relevant classification society in a form
 acceptable to the Lender, confirming that the launching of the Ship has been
 completed to the satisfaction of such classification society.

 
	
  

 	
  

 
	
 4

 	
 Evidence
 that any balance (in addition to the part to be paid by the second Advance)
 then due to the Builder under the Shipbuilding Contract has been or will
 immediately on drawdown of that Advance be paid to the Builder.

 
	
  

 	
  

 
	
 5

 	
 A
 copy of the Approved Charter duly signed by the parties thereto.

 
	
  

 	
  

 
	
 PART D

 
	
  

 	
  

 
	
 The
 following are the documents referred to in Clause 9.1 (e).

 
	
  

 	
  

 
	
 1

 	
 A
 duly executed original of this Mortgage, General Assignment and the
 Reinsurances Assignment (and of each document to be delivered by each of
 them).

 
	
  

 	
  

 
	
 2

 	
 Documentary
 evidence that:

 
	
  

 	
  

 
	
 (a)

 	
 the
 Ship has been unconditionally delivered by the Builder to, and accepted by,
 the Borrower under the Shipbuilding Contract, and the whole of the Contract
 Price (in addition to the part to be financed by the Loan) has been duly
 paid;

 
	
  

 	
  

 
	
 (b)

 	
 the
 Ship is definitively and permanently registered in the name of the Borrower
 under the Applicable Flag State;

 
	
  

 	
  

 
	
 (c)

 	
 the
 Ship is in the absolute and unencumbered ownership of the Borrower save as
 contemplated by the Finance Documents;

 
	
  

 	
  

 
	
 (d)

 	
 the
 Ship maintains the class +A1, (E), Liquified gas carrier, ship type 2G
 (Membrane tank, Maximum pressure 25KPaG and minimum temperature - 163°C), SH,
 SH-DLA, SHCM, RES, +AMS, +ACCU, SFA (40), NIBS, +APS, +ES, PORT, POT, CRC,
 DFD and UWILD with American Bureau of Shipping free of all overdue
 recommendations and conditions of such Classification Society;

 
	
  

 	
  

 
	
 (e)

 	
 the
 Mortgage has been duly registered against the Ship as a valid first preferred
 priority ship mortgage in accordance with the laws of the applicable Approved
 Flag State; and

 
	
  

 	
  

 
	
 (f)

 	
 the
 Ship is insured in accordance with the provisions of this Agreement and all
 requirements therein in respect of insurances have been complied with.

 
	
  

 	
  

 
	
 3

 	
 Documents
 establishing that the Ship will, as from the final Drawdown Date, be managed
 by the Approved Manager on terms acceptable to the Lenders, together with:

 
	
  

 	
  

 
	
 (a)

 	
 a
 letter of undertaking executed by the Approved Manager in favour of the Agent
 in the terms required by the Agent agreeing certain matters in relation to
 the management of the Ship and subordinating the rights of the Approved
 Manager against the Ship and the Borrower to the rights of the Creditor
 Parties under the Finance Documents; and

 


67









	
  

 	
  

 
	
 (b)

 	
 copies of the Approved
 Manager’s Document of Compliance and of the Ship’s Safety Management
 Certificate (together with any other details of the applicable safely
 management system which the Agent requires) and the Ship’s ISSC.

 
	
  

 	
  

 
	
 4

 	
 Favourable legal
 opinions from lawyers appointed by the Agent on such matters concerning the
 laws of Bermuda, the applicable Approved Flag State and such other relevant
 jurisdictions as the Agent may require.

 
	
  

 	
  

 
	
 5

 	
 A favourable opinion
 from an independent insurance consultant acceptable to the Agent on such
 matters relating to the insurances for the Ship as the Agent may require.

 
	
  

 	
  

 
	
 6

 	
 If the Agent so
 requires, in respect of any of the documents referred to above, a certified
 English translation prepared by a translator approved by the Agent.

 
	
  

 	
  

 
	
 Each of the documents
 specified in paragraphs 2, 3, 5 and 6 of Part A, paragraph 4 of Part B and
 paragraph 5 of Part C and every other copy document delivered under this
 Schedule shall be certified as a true and up to date copy by a director or
 the secretary (or equivalent officer) of the Borrower.

 


68






SCHEDULE
4


TRANSFER
CERTIFICATE


The
Transferor and the Transferee accept exclusive responsibility for ensuring that
this Certificate and the transaction to which it relates comply with all legal
and regulatory requirements applicable to them respectively.


	
  

 	
  

 
	
 To:

 	
 Danish Ship Finance A/S
 (Danmarks Skibskredit A/S) for itself and for and on behalf of the Borrower,
 each Security Party, the Security Trustee and each Lender, as defined in the
 Loan Agreement referred to below.

 
	
  

 	
 [l]

 
	
 1

 	
 This Certificate
 relates to a Loan Agreement (“the “Agreement”)
 dated [l] March 2008 and made between (1) Gas-One Ltd. (the “Borrower”), (2) the banks and financial
 institutions named therein, (3) Danish Ship Finance A/S (Danmarks Skibskredit
 A/S) as Agent and (4) Danish Ship Finance A/S (Danmarks Skibskredit A/S) as
 Security Trustee for a loan facility of up to US$174,033,000.

 
	
  

 	
  

 
	
 2

 	
 In this Certificate,
 terms defined in the Agreement shall, unless the contrary intention appears,
 have the same meanings when used in this Certificate and:

 
	
  

 	
  

 
	
  

 	
 “Relevant Parties” means the Agent, the
 Borrower, each Security Party, the Security Trustee and each Lender;

 
	
  

 	
  

 
	
  

 	
 “Transferor” means [full name] of [lending
 office]; 

 
	
  

 	
  

 
	
  

 	
 “Transferee” means [full name] of [lending
 office].

 
	
  

 	
  

 
	
 3

 	
 The effective date of
 this Certificate is [l], Provided that
 this Certificate shall not come into effect unless it is signed by the Agent
 on or before that date.

 
	
  

 	
  

 
	
 4

 	
 The Transferor assigns
 to the Transferee absolutely all rights and interests (present, future or
 contingent) which the Transferor has as Lender under or by virtue of the
 Agreement and every other Finance Document in relation to [l] per cent. of
 its Contribution, which percentage represents $[l].

 
	
  

 	
  

 
	
 5

 	
 By virtue of this
 Transfer Certificate and Clause 26 of the Agreement, the Transferor is
 discharged [entirely from its Commitment which amounts to $[l] [from [l] per
 cent. of its Commitment, which percentage represents $[l]] and the Transferee
 acquires a Commitment of $[l].

 
	
  

 	
  

 
	
 6

 	
 The Transferee
 undertakes with the Transferor and each of the Relevant Parties that the
 Transferee will observe and perform all the obligations under the Finance
 Documents which Clause 26 of the Agreement provides will become binding on it
 upon this Certificate taking effect.

 
	
  

 	
  

 
	
 7

 	
 The Agent, at the
 request of the Transferee (which request is hereby made) accepts, for the
 Agent itself and for and on behalf of every other Relevant Party, this
 Certificate as a Transfer Certificate taking effect in accordance with
 Clause 26 of the Agreement.

 
	
  

 	
  

 
	
 8

 	
 The Transferor:

 
	
  

 	
  

 
	
 (a)

 	
 warrants to the
 Transferee and each Relevant Party that:

 


69









	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the
 Transferor has full capacity to enter into this transaction and has taken all
 corporate action and obtained all consents which are required in connection
 with this transaction; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 this
 Certificate is valid and binding as regards the Transferor;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 warrants
 to the Transferee that the Transferor is absolutely entitled, free of
 encumbrances, to all the rights and interests covered by the assignment in
 paragraph 4; and

 
	
  

 	
  

 
	
 (c)

 	
 undertakes
 with the Transferee that the Transferor will, at its own expense, execute any
 documents which the Transferee reasonably requests for perfecting in any
 relevant jurisdiction the Transferee’s title under this Certificate or for a
 similar purpose.

 
	
  

 	
  

 
	
 9

 	
 The
 Transferee:

 
	
  

 	
  

 
	
 (a)

 	
 confirms
 that it has received a copy of the Agreement and each of the other Finance
 Documents;

 
	
  

 	
  

 
	
 (b)

 	
 agrees
 that it will have no rights of recourse on any ground against either the Transferor,
 the Agent, the Security Trustee or any Lender in the event that:

 
	
  

 	
  

 
	
  

 	
 (i)
 

 	
 any
 of the Finance Documents prove to be invalid or ineffective;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)
 

 	
 the
 Borrower or any Security Party fails to observe or perform its obligations,
 or to discharge its liabilities, under any of the Finance Documents; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)
 

 	
 it
 proves impossible to realise any asset covered by a Security Interest created
 by a Finance Document, or the proceeds of such assets are insufficient to
 discharge the liabilities of the Borrower or any Security Party under any of
 the Finance Documents;

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 agrees
 that it will have no rights of recourse on any ground against the Agent, the
 Security Trustee or any Lender in the event that this Certificate proves to
 be invalid or ineffective;

 
	
  

 	
  

 
	
 (d)

 	
 warrants
 to the Transferor and each Relevant Party that:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 it
 has full capacity to enter into this transaction and has taken all corporate
 action and obtained all consents which it needs to take or obtain in
 connection with this transaction; and

 
	
  

 	
  

 
	
  

 	
 (ii)
 

 	
 this
 Certificate is valid and binding as regards the Transferee; and

 
	
  

 	
  

 
	
 (e)

 	
 confirms
 the accuracy of the administrative details set out below regarding the
 Transferee.

 
	
  

 	
  

 
	
 10

 	
 The
 Transferor and the Transferee each undertake with the Agent and the Security
 Trustee severally, on demand, fully to indemnify the Agent and/or the
 Security Trustee in respect of any claim, proceeding, liability or expense
 (including all legal expenses) which they or either of them may incur in
 connection with this Certificate or any matter arising out of it, except such
 as are shown to have been mainly and directly caused by the gross and
 culpable negligence or dishonesty of the Agent’s or the Security Trustee’s
 own officers or employees.

 
	
  

 	
  

 
	
 11

 	
 The
 Transferee shall repay to the Transferor on demand so much of any sum paid by
 the Transferor under paragraph 10 as exceeds one-half of the amount demanded
 by the Agent or the Security Trustee in respect of a claim, proceeding,
 liability or expense which was not reasonably foreseeable at the date of this
 Certificate; but nothing in this paragraph shall affect the liability of each
 of the Transferor and the Transferee to the Agent or the Security Trustee for
 the full amount demanded by it.

 


70









	
  

 	
  

 
	
 [Name of Transferor]

 	
 [Name of Transferee] 

 
	
  

 	
  

 
	
 By:

 	
 By: 

 
	
  

 	
  

 
	
 Date:

 	
 Date: 

 



Agent


Signed for itself and for and on behalf of itself

as Agent and for every other Relevant Party


[Name of Agent]


By:


Date:


71





SCHEDULE 5


LIST OF LNG SHIPBROKERS


	
  

 
	
 R.S. Platou Finans a.s

 P.O. Box 1604 Vika

 N-0119 Oslo

 Norway

 
	
  

 
	
 Fearnleys (Oslo office)

 Grev Wedels Plass 9

 P.O. Box 1158, Sentrum

 0107 Oslo

 Norway

 Tel. +47 22 93 60 00

 
	
  

 
	
 Braemar Seascope (Head Office)

 
	
 35 Cosway Street

 
	
 London NW1 5BT

 
	
 UK

 
	
 Tel. +44207 535 2650

 
	
  

 
	
 Poten & Partners (UK office)

 
	
 Viewpoint

 
	
 20 Balderton Street

 
	
 London W1K 6TL

 
	
 UK

 
	
  

 
	
 Clarkson PLC

 
	
 St Magnus House

 
	
 3 Lower Thames Street

 
	
 London EC3R 6HE

 
	
 UK

 


72





SCHEDULE 6


FORM OF COMPLIANCE CERTIFICATE


	
  

 	
  

 
	
 To:

 	
 Danish Ship Finance A/S (Danmarks Skibskredit A/S)

 Sankt Annæ Plads 3

 DK-1250

 Copenhagen K.

 Denmark

 
	
  

 	
  

 
	
 From:

 	
 GasLog Ltd. and

 Gas-One Ltd.

 


[Date]


OFFICER’S CERTIFICATE


This Certificate is rendered pursuant to:


	
  

 	
  

 	
  

 
	
 (a)

 	
 clause [11.6(d)] of the
 loan agreement dated 14 March 2008 (as amended and restated by an amending and
 restating agreement dated
                     2012
 and may be further amended and/or supplemented from time to time, the “Loan Agreement”) and made between (i)
 GAS-one Ltd. as borrower (the “Borrower”),
 (ii) certain banks and financial institutions, as lenders and (iii) Danish
 Ship Finance A/S (Danmarks Skibskredit A/S), as agent and as security
 trustee; and

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 clause [11.3(c)] of the
 guarantee dated [l] 2011 (as amended and/or supplemented from time to time,
 the “GasLog Guarantee”) and
 executed by GasLog Ltd. (“GasLog”),
 in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S), as Security
 Trustee.

 
	
  

 	
  

 
	
 Words and expressions
 defined in the Loan Agreement (including, without limitation, in clause
 [11.21] thereof) shall have the same meanings when used herein.

 
	
  

 	
  

 	
  

 
	
 We, the Chief Financial
 Officers of GasLog Ltd. and GAS-one Ltd., hereby certify that:

 
	
  

 
	
 1

 	
 Attached to this
 Certificate [are][is] the latest [audited consolidated accounts of GasLog and
 its subsidiaries for the financial year ending on [l]] [unaudited
 consolidated accounts of GasLog and its subsidiaries in relation to the first
 six months of the financial year ending on [l]].

 
	
  

 	
  

 
	
 2

 	
 Attached also to this
 Certificate [are][is] the latest [audited accounts of the Borrower for the
 financial year ending on [l]] [unaudited accounts of the Borrower in relation
 to the first six months of the financial year ending on [l]].

 
	
  

 	
  

 
	
 3

 	
 As at the date of this
 Certificate the financial covenants set out in clause [11.21] of the Loan
 Agreement [are] [are not] complied with, in that as at [l]:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the aggregate amount of
 GasLog Group’s Cash and GasLog Group’s Cash Equivalents is [l] and GasLog
 Group’s Total Interest Bearing Debt is [l];

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the ratio of GasLog
 Group’s Total Debt to GasLog Group’s Total Capitalisation is [l]: [l];

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 GasLog Group’s Market
 Adjusted Net Worth is [l];

 


73









	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the ratio of GasLog
 Group’s EBITDA to GasLog Group’s Debt Service is [l] : [l]; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 the aggregate amount of
 Borrower’s Cash [and Borrower’s Cash Equivalents] is [l].

 
	
  

 	
  

 	
  

 
	
  

 	
 [or, as the case may be, specify in what respect any of the
 financial covenants are not complied with.]

 
	
  

 	
  

 
	
 4

 	
 Attached also to this
 Certificate are our calculations evidencing the statements set out in
 paragraph 3 above.

 
	
  

 	
  

 
	
 5

 	
 Attached also to this
 Certificate are/is a valuation(s) evidencing the Fair Market Value of the
 Ship as at the date of this Certificate.

 
	
  

 	
  

 
	
 6

 	
 As at [l] no Potential
 Event of Default or Event of Default has occurred and is continuing. 

 
	
  

 	
  

 
	
  

 	
 [or,
 specify/identify any Potential Event of Default or Event of Default]

 
	
  

 	
  

 
	
 7

 	
 This Certificate shall
 be governed by, and construed in accordance with, English law.

 







	
  

 	
  

 
	

 


 	
  

 
	
 Chief Financial Officer

 GASLOG LTD.

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 Chief Financial Officer

 GAS-ONE LTD.

 	
  

 


74





EXECUTION
PAGE


	
  
 	
  
 	
  
 
	
 BORROWER
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 SIGNED by
 	
 )
 	/s/ Henrik Bjerregaard
	
  
 	
 )
 	 
	
 for and on behalf of
 	
 )
 	 
	
 GAS-ONE LTD.
 	
 )
 	 
	
  
 	
  
 	
  
 
	
 LENDERS
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 SIGNED by
 	
 )
 	/s/ Peter Hauskov
	
  
 	
 )
 	 
	
 for and on behalf of
 	
 )
 	 
	
 DANISH SHIP FINANCE A/S
 	
 )
 	 
	
  (DANMARKS SKIBSKREDIT A/S)
 	
  
 	
 )
 
	
  
 	
  
 	
  
 
	
 AGENT
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 SIGNED by
 	
 )
 	
 /s/ Peter Hauskov
 
	
  
 	
 )
 	 
	
 for and on behalf of
 	
 )
 	 
	
 DANISH SHIP FINANCE A/S
 	
 )
 	 
	
  (DANMARKS SKIBSKREDIT A/S)
 	
  
 	
 )
 
	
  
 	
  
 	
  
 
	
 SECURITY TRUSTEE
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 SIGNED by
 	
 )
 	/s/ Peter Hauskov
	
  
 	
 )
 	 
	
 for and on behalf of
 	
 )
 	 
	
 DANISH SHIP FINANCE A/S 
 	
 )
 	 
	
  (DANMARKS SKIBSKREDIT A/S)
 	
  
 	
 )
 
	
  
 	
  
 	
  
 
	
 Witness to all the
 	
 )
 	
  
 
	
 above signatures
 	
 )
 	
 /s/ Thomas Schiltmann
 
	
  
 	
  
 	
  
 
	
 Name:
 	
  
 	
  
 
	
 Address:
 	
  
 	
  
 


75