Exhibit 10.15


Private & Confidential


	
  

 	
  

 	
  

 	
  

 
	
 Dated 14 March 2012

 	
  

 
	
  

 	
  

 
	
 GAS-three Ltd. and
 GAS-four Ltd.

 	
  (1)

 
	
  

 	
  

 
	
 arranged by

 	
  

 
	
  

 	
  

 
	
 DNB BANK ASA

 	
  (2)

 
	
  

 	
  

 
	
 THE EXPORT-IMPORT BANK OF KOREA

 	
  (3)

 
	
  

 	
  

 
	
 with

 	
  

 
	
  

 	
  

 
	
 DNB BANK ASA
as Agent

 	
  (4)

 
	
  

 	
  

 
	
 DNB BANK ASA
as Security Agent

 	
  (5)

 
	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FACILITIES AGREEMENT

 $272,500,000 Loan Facilities

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 






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






Contents


	
  

 	
  

 	
  

 	
  

 
	
 Clause

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Definitions and interpretation

 	
  

 	
 1 

 
	
  

 	
  

 	
  

 	
  

 
	
 2

 	
 The Facilities

 	
  

 	
 23 

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 Purpose

 	
  

 	
 25 

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Conditions of Utilisation

 	
  

 	
 25 

 
	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Utilisation

 	
  

 	
 27 

 
	
  

 	
  

 	
  

 	
  

 
	
 6

 	
 Repayment

 	
  

 	
 28 

 
	
  

 	
  

 	
  

 	
  

 
	
 7

 	
 Illegality, prepayment and cancellation

 	
  

 	
 30 

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Interest

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 Interest Periods

 	
  

 	
 34 

 
	
  

 	
  

 	
  

 	
  

 
	
 10

 	
 Changes to the calculation of interest

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
 11

 	
 Fees

 	
  

 	
 36 

 
	
  

 	
  

 	
  

 	
  

 
	
 12

 	
 Tax gross-up and indemnities

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 
	
 13

 	
 Increased Costs

 	
  

 	
 39 

 
	
  

 	
  

 	
  

 	
  

 
	
 14

 	
 Other indemnities

 	
  

 	
 39 

 
	
  

 	
  

 	
  

 	
  

 
	
 15

 	
 Mitigation by the Lenders

 	
  

 	
 41 

 
	
  

 	
  

 	
  

 	
  

 
	
 16

 	
 Costs and expenses

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
 17

 	
 Representations

 	
  

 	
 43 

 
	
  

 	
  

 	
  

 	
  

 
	
 18

 	
 Information undertakings

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 
	
 19

 	
 General undertakings

 	
  

 	
 51 

 
	
  

 	
  

 	
  

 	
  

 
	
 20

 	
 Dealings with Ship

 	
  

 	
 54 

 
	
  

 	
  

 	
  

 	
  

 
	
 21

 	
 Condition and operation of Ship

 	
  

 	
 56

 
	
  

 	
  

 	
  

 	
  

 
	
 22

 	
 Insurance

 	
  

 	
 60

 
	
  

 	
  

 	
  

 	
  

 
	
 23

 	
 Minimum security value

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 
	
 24

 	
 Chartering undertakings

 	
  

 	
 66

 
	
  

 	
  

 	
  

 	
  

 
	
 25

 	
 Bank accounts

 	
  

 	
 66 

 
	
  

 	
  

 	
  

 	
  

 
	
 26

 	
 Business restrictions

 	
  

 	
 69

 
	
  

 	
  

 	
  

 	
  

 
	
 27

 	
 Hedging Contracts

 	
  

 	
 71

 
	
  

 	
  

 	
  

 	
  

 
	
 28

 	
 Events of Default

 	
  

 	
 72 

 














	
  

 	
  

 	
  

 	
  

 
	
 29 

 	
 Position of Hedging Provider

 	
  

 	
 77

 
	
  

 	
  

 	
  

 	
  

 
	
 30 

 	
 Changes to the Lenders

 	
  

 	
 79

 
	
  

 	
  

 	
  

 	
  

 
	
 31 

 	
 Changes to the Obligors

 	
  

 	
 82

 
	
  

 	
  

 	
  

 	
  

 
	
 32 

 	
 Roles of Agent, Security Agent and
 Arranger

 	
  

 	
 83

 
	
  

 	
  

 	
  

 	
  

 
	
 33 

 	
 Conduct of business by the Finance
 Parties

 	
  

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
 34 

 	
 Sharing among the Finance Parties

 	
  

 	
 96

 
	
  

 	
  

 	
  

 	
  

 
	
 35 

 	
 Payment mechanics

 	
  

 	
 98

 
	
  

 	
  

 	
  

 	
  

 
	
 36 

 	
 Set-off

 	
  

 	
 100

 
	
  

 	
  

 	
  

 	
  

 
	
 37 

 	
 Notices

 	
  

 	
 100

 
	
  

 	
  

 	
  

 	
  

 
	
 38 

 	
 Calculations and certificates

 	
  

 	
 102

 
	
  

 	
  

 	
  

 	
  

 
	
 39 

 	
 Partial invalidity

 	
  

 	
 102

 
	
  

 	
  

 	
  

 	
  

 
	
 40 

 	
 Remedies and waivers

 	
  

 	
 103

 
	
  

 	
  

 	
  

 	
  

 
	
 41 

 	
 Amendments and grant of waivers

 	
  

 	
 103

 
	
  

 	
  

 	
  

 	
  

 
	
 42 

 	
 Counterparts

 	
  

 	
 103

 
	
  

 	
  

 	
  

 	
  

 
	
 43 

 	
 Governing law

 	
  

 	
 104

 
	
  

 	
  

 	
  

 	
  

 
	
 44 

 	
 Enforcement

 	
  

 	
 104

 
	
  

 	
  

 	
  

 	
  

 
	
 Schedule 1 The original parties

 	
  

 	
 105

 
	
  

 	
  

 	
  

 
	
 Schedule 2 Ship information

 	
  

 	
 109

 
	
  

 	
  

 	
  

 
	
 Schedule 3 Conditions precedent

 	
  

 	
 111

 
	
  

 	
  

 	
  

 
	
 Schedule 4 Utilisation Request

 	
  

 	
 118

 
	
  

 	
  

 	
  

 
	
 Schedule 5 Selection Notice

 	
  

 	
 119

 
	
  

 	
  

 	
  

 
	
 Schedule 6 Mandatory Cost Formulae

 	
  

 	
 120

 
	
  

 	
  

 	
  

 
	
 Schedule 7 Form of Commercial Facility Transfer
 Certificate

 	
  

 	
 123

 










          THIS
AGREEMENT is dated 14 March 2012 and made between:


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 THE ENTITIES listed in Schedule 1 as borrowers (the Borrowers and each a Borrower);

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 DNB BANK ASA and THE
 EXPORT-IMPORT BANK OF KOREA as mandated lead arrangers (whether
 acting individually or together, the Arrangers
 and each an Arranger);

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 THE FINANCIAL
 INSTITUTION listed
 in Schedule 1 as original commercial facility lender (the Original Commercial Facility
 Lender);

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 THE FINANCIAL
 INSTITUTION listed
 in Schedule 1, as the original KEXIM facility lender (the Original KEXIM Facility
 Lender)

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

 	
 DNB BANK ASA as hedging provider (the Hedging Provider)

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

 	
 DNB BANK ASA as bookrunner (the Bookrunner);

 
	
  

 	
  

 	
  

 
	
  

 	
 (7)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (8)

 	
 DNB BANK ASA as security agent for the other
 Finance Parties (the Security Agent). 

 
	
  

 	
  

 	
  

 
	
  

 	
 IT IS AGREED as follows:

 
	
  

 	
  

 	
  

 
	
 SECTION 1 -
 INTERPRETATION

 






	
  

 	
  

 	
  

 
	
 1

 	
  

 	
 Definitions and interpretation 

 
	
  

 	
  

 	
  

 
	
 1.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance A means an Advance up to a maximum of $136,250,000
 comprising the KEXIM Facility Advance A and the Commercial Facility
 Advance A relative to Ship A.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Advance B means an Advance up to a maximum of $136,250,000
 comprising the KEXIM Facility Advance B and the Commercial Facility
 Advance B relative to Ship B.

 


1










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Applicable Law means:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Auditors means one of PricewaterhouseCoopers, Ernst &
 Young, KPMG or Deloitte & Touche or another firm approved by the Majority Lenders.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Basel II
 Regulation means:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


2










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 exceeds:

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Charter means, in relation to a Ship, the Master
 Agreement as supplemented by the Confirmation Memorandum for
 that Ship.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


3










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Commercial
 Facility Advance A means an advance of the Commercial Facility Commitments in respect of
 Ship A of up to the lesser of (a) $40,000,000 and (b) 21.391% of the Contract
 Price of Ship A.

 
	
  

 	
  

 
	
  

 	
 Commercial
 Facility Advance B means an advance of the Commercial Facility Commitments in respect of
 Ship B of up to the lesser of (a) $40,000,000 and (b) 21.391% of the Contract
 Price of Ship B.

 
	
  

 	
  

 
	
  

 	
 Commercial Facility Advances means the Commercial Facility
 Advance A and the Commercial Facility Advance B and Commercial Facility Advance means either
 of them.

 
	
  

 	
 
Commercial Facility Commitment means:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Commercial Facility Lender means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the Original
 Commercial Facility Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any bank, financial institution or
 other regulated investment company which has become a Party in accordance with clause 30 (Changes
 to the Lenders),

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Commitments means, together, the KEXIM Facility Commitment
 and the Commercial Facility Commitment and Commitment
 means any of them.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Confirmation Memorandum means, in relation to a Ship,
 the confirmation memorandum for that ship details of which
 are provided in Schedule 2 (Ship
 information).

 


4










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Contract Price means, in relation to a Ship,
 the price of the Ship payable under the Building Contract for such Ship.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Deed of Covenant means, in relation to a Ship, a
 first deed of covenant by the relevant Owner in favour of the Security Agent in the agreed form.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Defaulting Lender
 means any
 Lender:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 which has
 otherwise rescinded or repudiated a Finance Document; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 its failure
 to pay is caused by:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A)

 	
 administrative
 or technical error; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B)

 	
 a Disruption Event; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 


5







	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Disruption Event means either or both of:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 from performing its payment
 obligations under the Finance Documents; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Earnings Account means any Account designated as an
 “Earnings Account” under clause
 25 (Bank accounts).

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Environmental
 Claims means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 Environmental Incident means any Spill from any
 Fleet Vessel in circumstances where:

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 


6










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Facilities means, together, the Commercial Facility and the
 KEXIM Facility.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 in respect of
 Advance A, the earlier of (i) 19 August 2025 and (ii) the date 144 months after the
 Delivery Date of Ship A; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in respect of
 Advance B, the earlier of (i) 17 October 2025 and (ii) the date 144 months after the
 Delivery Date of Ship B..

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Finance Parties means the Agent, the Security
 Agent, any Arranger, the Hedging Provider or a Lender and each a Finance Party.

 
	
  

 	
  

 
	
  

 	
 Financial Indebtedness means any indebtedness for or
 in respect of:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 moneys borrowed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 


7










	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (h) 

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i) 

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (j) 

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

 
	
  

 	
  

 	
  

 
	
  

 	
 First Repayment
 Date means,
 in respect of each Advance, subject to clause 35,7 (Business Days) the date falling three months after the
 Delivery Date of the Ship relative to such Advance.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Group means a Counter Guarantor and its
 Subsidiaries for the time being and, for the purposes of clause 18,1 (Financial statements) or clause 5 of
 each of the Counter Guarantees (Financial
 Covenants), any other entity required to be treated as a
 subsidiary in its consolidated accounts in accordance with GAAP and/or any
 applicable law.

 


8










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Indemnified Person means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 each
 Affiliate of those persons; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 institutes
 or has instituted against it, by a regulator, supervisor or any similar
 official with primary insolvency, rehabilitative or regulatory jurisdiction
 over it in the jurisdiction of its

 


9










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (j)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (k)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Insurances means, in relation to a Ship:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 all policies
 and contracts of insurance; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Interbank Market means the London interbank
 market.

 


10










	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Any
 reference to the Counter Guarantors or Counter Guarantor A in this definition
 shall continue to apply to such person(s) following the release of any
 Counter Guarantor from its obligations under the Counter Guarantee
 to which it is a party for any person.

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 KEXIM Facility Advance A means an advance of the KEXIM
 Facility Commitment in respect of Ship A of up to the lesser of
 (a) $96,250,000 and (b) 51.471% of the Contract Price of Ship A.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 KEXIM Facility Advance B means an advance of the KEXIM
 Facility Commitment in respect of Ship B of up to the lesser of
 (a) $96,250,000 and (b) 51.471% of the Contract Price of Ship B.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 KEXIM Facility Advances means the KEXIM Facility Advance
 A and the KEXIM Facility Advance B and KEXIM
 Facility Advance means either of them.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 KEXIM Facility Commitment means:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation
 to an Original KEXIM Facility Lender, the amount set opposite its name under the heading
 “KEXIM Facility Commitment” in Schedule 1 (The
 original parties) and the

 


11










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 amount of
 any other KEXIM Facility Commitment transferred to it under this Agreement; and

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 KEXIM Facility Lender means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Original
 KEXIM Facility Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any bank,
 financial institution or other regulated investment company which has become a Party in
 accordance with clause 30 (Changes to the
 Lenders),

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Last Availability Date means, in respect of each
 Advance, 200 days after the Scheduled Delivery Date for the relevant
 Ship (as set out in Schedule 2 (Ship
 information)) relating to that Advance under the Building
 Contract for that Ship (or such later date as may be approved by the Lenders).

 
	
  

 	
  

 	
  

 
	
  

 	
 Legal Reservations means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Lenders means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 any
 Commercial Facility Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any KEXIM
 Facility Lender,

 
	
  

 	
  

 	
  

 
	
  

 	
 and Lender means any of them.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the
 applicable Screen Rate; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


12










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Loss Payable Clauses means, in relation to a Ship,
 the provisions concerning payment of claims under the Ship’s
 Insurances in the form scheduled to such Ship’s Deed of Covenant or in another form
 approved by the Majority Lenders.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Majority Lenders means at any time, a Lender
 or Lenders whose Commitments aggregate more than 662/3%
 of the Total Commitments (or, if the Total Commitments have been reduced to zero,
 aggregated more than 662/3% of the Total Commitments
 immediately prior to the reduction), Provided that
 Majority Lenders shall always include (a) the Original KEXIM Facility Lender for so
 long as it remains a KEXIM Facility Lender and (b) DNB Bank ASA for so long
 as it remains a Commercial Facility Lender.

 
	
  

 	
  

 	
  

 
	
  

 	
 Manager means collectively, (a) GasLog LNG in its
 capacity as technical manager to be appointed by the relevant
 Owner of a Ship, (b) GasLog in its capacity as commercial manager to be
 appointed by the relevant Owner of a Ship or (c) any other manager appointed
 by the relevant Owner in accordance with clause 20.3 (Manager).

 
	
  

 	
  

 	
  

 
	
  

 	
 Management Agreement Assignment means, in relation to a Ship,
 a first assignment by the relevant Owner in favour of
 the Security Agent of any management agreement made between the relevant
 Owner and a Manager in the agreed form.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Margin means 2.65% per annum.

 
	
  

 	
  

 	
  

 
	
  

 	
 Master Agreement means the master time charter
 party agreement dated 9 May 2011 entered into between GAS-one Ltd.,
 GAS-two Ltd., GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., and GAS-six Ltd.
 and Methane Services Limited.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


13










	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Original Financial Statements means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Original Lenders means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Original
 Commercial Facility Lender; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Original
 KEXIM Facility Lender,

 
	
  

 	
  

 	
  

 
	
  

 	
 and Original Lender means either of them.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Original Security Documents means:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the Counter
 Guarantees and the Guarantees;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Mortgage
 over each of the Ships;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Hedging
 Contract Security;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 the Share
 Security in relation to each Borrower;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 the Account
 Security;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 the
 Management Agreement Assignment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Party means a party to this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 Permitted Maritime Liens means, in relation to a
 vessel:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 


14










	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 any lien on
 such vessel for salvage,

 
	
  

 	
  

 	
  

 
	
  

 	
 each
 securing obligations not more than 30 days overdue.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 granted
 under the Finance Documents; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 a Permitted
 Maritime Lien; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 approved by
 the Majority Lenders,

 
	
  

 	
  

 	
  

 
	
  

 	
 PROVIDED
 that in the case of (c) and (d) above the relevant liens (or any claim relating
 thereto) are, in the reasonable opinion of the Agent, covered by
 insurance or, as the case may be, appropriate reserves have
 been made.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Prepayment Option Date means the date falling five
 years after the earlier to occur of (a) the Delivery Date in relation to Ship
 A and (b) the Delivery Date in relation to Ship B.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Reference Banks means the principal offices
 in London of DNB Bank ASA, Barclays Bank plc and HSBC Bank plc or such other
 banks as may be appointed by the Agent with the consent of the
 Borrowers.

 
	
  

 	
  

 	
  

 
	
  

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

 


15










	
  

 	
  

 	
  

 
	
  

 	
 Relevant Jurisdiction means, in relation to an
 Obligor:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 its
 jurisdiction of incorporation;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any
 jurisdiction where it conducts its business; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Repayment Date means, in respect of each
 Advance:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the First
 Repayment Date for such Advance;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Final
 Repayment Date for such Advance.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 is approved;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 is for an
 approved period and at approved charter rates;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 is in full
 force and effect;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 is subject
 to a Quiet Enjoyment Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Repeating Representations means each of the
 representations and warranties set out in clauses 17.1 (Status) to 17.10 (Ranking and effectiveness of Security Documents), 17.16.2
 (No breach of laws), 17.18.1 (Taxation), 17.20 (Legal and beneficial ownership), 17.21 (Shares), 17.23 (No adverse
 consequences), 17.24 (Copies of
 documents), 17.25 (No breach of
 any Charter Document or Building
 Contract Document), 17.26 (No immunity),
 17,30 (Other Finance Documents) and 17.31 (No
 money laundering).

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


16









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Security Documents means:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Original Security Documents; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Ships means Ship A
 and Ship B and Ship means any of
 them.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Subsidiary of a person
 means any other person:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 directly or indirectly controlled by such person; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 Total Commercial Facility
 Commitments means the aggregate of the Commercial Facility
 Commitments, being $80,000,000 at the date of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 Total Commitments means the
 aggregate of the Total Commercial Facility Commitments and the Total KEXIM
 Facility Commitments, being $272,500,000 at the date of this Agreement.

 


17










	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Total KEXIM Facility Commitments means the aggregate of the KEXIM
 Facility Commitments, being $192,500,000 at the date of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 actual, constructive, compromised or arranged total loss; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 hijacking or theft for more than 60 days.

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the date falling 180 days after its Total Loss Date; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the proposed Transfer Date specified in the Transfer Certificate; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the date on which the Agent executes the Transfer Certificate.

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Trust Property means, collectively:

 


18










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Utilisation means the making of an Advance
 pursuant to clause 5 (Utilisation).

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2

 	
  

 	
 Construction

 
	
  

 	
  

 	
  

 
	
 1.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 a time of day are to London time;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 agreed form means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 





19










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (j)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (k)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (I)

 	
 control of an entity means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (C)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 and controlled shall be construed
 accordingly;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (m)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (n)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (o)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (p)

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

 


20










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (q)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (r)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (s)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (t)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (u)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (w)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (x)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (y)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (z)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (aa)

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

 


21










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (bb)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (cc)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.2.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.3

 	
  

 	
 Third party rights

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.4

 	
  

 	
 Finance Documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.5

 	
  

 	
 Conflict of documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


22






SECTION 2 - THE FACILITIES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2

 	
  

 	
 The Facilities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1

 	
  

 	
 The Facilities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to the terms of this Agreement:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1.1

 	
  

 	
 the Commercial Facility Lenders agree to make available to the
 Borrowers a term loan facility in an aggregate amount equal to the Total
 Commercial Facility Commitments; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.1.2

 	
  

 	
 the KEXIM Facility Lenders agree to make available to the Borrowers a
 term loan facility in an aggregate amount equal to the Total KEXIM Facility
 Commitments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2

 	
  

 	
 Finance Parties’ rights and obligations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.2.3

 	
  

 	
 A Finance Party may, except as otherwise stated in the Finance
 Documents (including clauses 32.24 (All
 enforcement action through the Security Agent)) and 33.2 (Finance Parties acting together),
 separately enforce its rights under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3

 	
  

 	
 Borrowers’ rights and obligations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 2.3.4

 	
  

 	
 If any discharge, release or arrangement (whether in respect of the
 obligations of a Borrower or any security for those obligations or otherwise)
 is made by a Finance Party in whole or in part on

 


23










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the basis of any payment, security or other disposition which is
 avoided or must be restored in insolvency, liquidation, administration or
 otherwise, without limitation, then the liability of the Borrowers under this
 Agreement will continue or be reinstated as if the discharge, release or
 arrangement had not occurred.

 
	
  

 	
  

 	
  

 
	
 2.3.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 any insolvency or similar proceedings.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.7

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.3.8

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to be indemnified by another Obligor;

 


24










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 to take the benefit (in whole or in part and whether by way of
 subrogation or otherwise) of any rights of the Finance Parties under the
 Finance Documents or of any guarantee or security taken pursuant to, or in
 connection with, the Finance Documents by any Finance Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.4

 	
  

 	
 Adjustment for liquidated damages

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If an Owner becomes entitled to receive liquidated damages under a
 Building Contract or to have liquidated damages deducted from the Delivery
 Instalment for the relevant Ship, the Advance for the relevant Ship and the
 Total Commitments shall each be reduced by an amount equal to 72.862% of such
 liquidated damages (save to the extent that any such liquidated damages are
 to be paid by the relevant Owner or the Builder of the relevant Ship to the
 Charterer of that Ship, but for the avoidance of doubt, not by way of set-off
 or reduction in charterhire or any other means other than direct payment) and
 such reduction shall be applied against the Commercial Facility Commitments
 and the KEXIM Facility Commitments on a pro rata basis.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3

 	
  

 	
 Purpose

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.1

 	
  

 	
 Purpose

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.2

 	
  

 	
 Use

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.3

 	
  

 	
 Monitoring

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4

 	
  

 	
 Conditions of Utilisation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.1

 	
  

 	
 Initial conditions precedent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.2

 	
  

 	
 Conditions precedent on delivery of
 Utilisation Request

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.3

 	
  

 	
 Conditions precedent on Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


25










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.4

 	
  

 	
 Notice to
 Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.5

 	
  

 	
 Further conditions precedent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.6

 	
  

 	
 Waiver of conditions precedent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.7

 	
  

 	
 Conditions subsequent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.7.1

 	
  

 	
 The
 condition precedent with respect to the provision of the duly executed GasLog
 Guarantee specified at paragraph 8 of part 1 of Schedule 3 must be satisfied
 as soon as practicable after the date of this Agreement and, in any event, no
 later than 15 Business Days after the date hereof or such later date as the
 Lenders in their absolute discretion shall determine.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.7.2

 	
  

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

 


26







SECTION 3 - UTILISATION


	
  

 	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 Utilisation

 
	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
 Delivery of a Utilisation Request

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.2

 	
  

 	
 Completion of a Utilisation Request

 
	
  

 	
  

 	
  

 
	
 5.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 the
 proposed Utilisation Date, in respect of an Advance, is a Business Day
 falling not later than the Last Availability Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 5.2.2

 	
  

 	
 Only one
 Advance may be requested in each Utilisation Request.

 
	
  

 	
  

 	
  

 
	
 5.3

 	
  

 	
 Currency and amount

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 currency specified in a Utilisation Request must be in dollars and the amount
 of the proposed Advance must, in relation to a Ship:

 
	
  

 	
  

 	
  

 
	
 5.3.1

 	
  

 	
 be the
 Ship Commitment for such Ship or, if less, the amount of the Available
 Facility less the amount of the outstanding Loan; and

 
	
  

 	
  

 	
  

 
	
 5.3.2

 	
  

 	
 comprise
 a KEXIM Facility Advance and a Commercial Facility Advance, PROVIDED THAT the
 Security Value of the Ships shall always equal or exceed the Minimum Value.

 
	
  

 	
  

 	
  

 
	
 5.4

 	
  

 	
 Lenders’ participation

 
	
  

 	
  

 	
  

 
	
 5.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.4.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.4.3

 	
  

 	
 If any
 Commercial Facility Lender or KEXIM Facility Lender fails to make available
 its participation in an Advance to the Agent, no amount of that Advance shall
 be made available to the Borrowers.

 
	
  

 	
  

 	
  

 
	
 5.4.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 5.4.5

 	
  

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

 


27






SECTION 4 - REPAYMENT, PREPAYMENT AND
CANCELLATION


	
  

 	
  

 	
  

 
	
 6

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 
	
 6.1

 	
  

 	
 Repayment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 6.2

 	
  

 	
 Scheduled
 repayment of Advances

 
	
  

 	
  

 	
  

 
	
 6.2.1

 	
  

 	
 The Borrowers shall repay each
 KEXIM Facility Advance by 48 instalments, one such instalment to be repaid on
 each of the Repayment Dates relative to such KEXIM Facility Advance and in
 the amounts specified in clause 6.2.3.

 
	
  

 	
  

 	
  

 
	
 6.2.2

 	
  

 	
 To the extent not previously
 reduced, the Borrowers shall repay each Commercial Facility Advance on the
 Final Repayment Date relative to such Commercial Facility Advance.

 
	
  

 	
  

 	
  

 
	
 6.2.3

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Repayment

 Date

 	
  

 	
 KEXIM Facility

 Advance A

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance A

 amount ($)

 	
  

 	
 KEXIM Facility

 Advance B

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance B

 amount ($)

 
	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 First

 	
  

 	
 2,005,224

 	
  

 	
 0

 	
  

 	
 2,005,224

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Second

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Third

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fifth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sixth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Seventh

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eighth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ninth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tenth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eleventh

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twelfth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirteenth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourteenth

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fifteen

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sixteen

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Seventeen

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 


28










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Repayment

 Date

 	
  

 	
 KEXIM Facility

 Advance A

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance A

 amount ($)

 	
  

 	
 KEXIM Facility

 Advance B

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance B

 amount ($)

 
	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Eighteen

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nineteen

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty one

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty two

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty three

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty four

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty five

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty six

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty seven

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty eight

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Twenty nine

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty one

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty two

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty three

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty four

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty five

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty six

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty seven

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty eight

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Thirty nine

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty one

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty two

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty three

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty four

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty five

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty six

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty seven

 	
  

 	
 2,005,208

 	
  

 	
 0

 	
  

 	
 2,005,208

 	
  

 	
 0

 


29










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Repayment

 Date

 	
  

 	
 KEXIM Facility

 Advance A

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance A

 amount ($)

 	
  

 	
 KEXIM Facility

 Advance B

 amount ($)

 	
  

 	
 Commercial

 Facility

 Advance B

 amount ($)

 
	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 	
 

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Forty eight

 	
  

 	
 2,005,208

 	
  

 	
 40,000,000

 	
  

 	
 2,005,208

 	
  

 	
 40,000,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
 96,250,000

 	
  

 	
 40,000,000

 	
  

 	
 96,250,000

 	
  

 	
 40,000,000

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 6.3

 	
  

 	
 Adjustment of
 scheduled repayments 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the KEXIM Facility Commitment
 has been partially reduced under this Agreement and/or any part of any
 Advance is prepaid (other than under clause 6.2 (Scheduled repayment of Advances)) before any Repayment
 Date, the amount of the instalment by which such KEXIM Facility Advance shall
 be repaid under clause 6.2 (Scheduled
 repayment of Advances) on any such Repayment Date (as reduced by
 any earlier operation of this clause 6.3) shall be reduced pro rata to such
 reduction in the KEXIM Facility Commitment. 

 
	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Illegality, prepayment and cancellation

 
	
  

 	
  

 	
  

 
	
 7.1

 	
  

 	
 Illegality 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 upon the Agent notifying the
 Borrowers, the Total Commitments will be immediately cancelled; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.2

 	
  

 	
 Prepayment option
 

 
	
  

 	
  

 	
  

 
	
 7.2.1

 	
  

 	
 Any Commercial Facility Lender
 shall have the right to require the Borrowers to prepay the Commercial Loan
 in full on the Prepayment Option Date and the Total Commercial Facility
 Commitments will immediately be cancelled, PROVIDED THAT (a) the Agent
 (acting on the instructions of that Commercial Facility Lender) has notified
 the Borrowers not less than 90 days prior to the Prepayment Option Date (the Option Notification Date) of the
 intention of the Commercial Facility Lenders to exercise such option and (b)
 the Agent (acting on the instructions of that Commercial Facility Lender) has
 notified the other Lenders of the intention to exercise the right to require
 the Borrowers to repay the Commercial Loan pursuant to this clause 7.2.1 at
 least 30 days prior to the Option Notification Date. 

 
	
  

 	
  

 	
  

 
	
 7.2.2

 	
  

 	
 Any KEXIM Facility Lender shall
 have the right to require the Borrowers to prepay the KEXIM Loan in full on
 the Prepayment Option Date and the KEXIM Facility Commitments will
 immediately be cancelled, PROVIDED THAT (a) the Agent (acting on the
 instructions of that KEXIM Facility Lender) has notified the Borrowers no
 later than the Option Notification Date of the intention of the KEXIM
 Facility Lenders to exercise such option and (b) the Agent (acting on the
 instructions of that KEXIM Facility Lender) has notified the other Lenders of
 the intention to exercise the right to require the Borrowers to repay the
 KEXIM Loan pursuant to this clause 7.2.2 at least 30 days prior to the Option
 Notification Date. 

 


30










	
  

 	
  

 	
  

 	
  

 
	
 7.2.3

 	
  

 	
 If a
 Lender notifies the Agent of its intention to exercise its option pursuant to
 clause 7.2.1 or 7.2.2 above, the Agent shall notify each other Lender of such
 intention at the same time as the Agent notifies the Borrowers pursuant to
 clause 7.2.1 or 7.2.2 above.

 
	
  

 	
  

 	
  

 
	
 7.3

 	
  

 	
 Voluntary cancellation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers may, if they give the Agent not less than 90 days prior written
 notice, cancel the whole or any part (being a minimum amount of $5,000,000
 and a multiple of $5,000,000) of any part of the Available Facility which is
 undrawn at the proposed date of cancellation.

 
	
  

 	
  

 	
  

 
	
 7.4

 	
  

 	
 Voluntary prepayment

 
	
  

 	
  

 	
  

 
	
 7.4.1

 	
  

 	
 The
 Borrowers may, if they give the Agent not less than 90 days prior written
 notice, prepay the whole or any part of the Loan (but if in part, being an
 amount that reduces the amount of the Loan by a minimum amount of $5,000,000
 and which is a multiple of $5,000,000) on the last day of an Interest Period
 in respect of the amount to be prepaid.

 
	
  

 	
  

 	
  

 
	
 7.4.2

 	
  

 	
 The
 Borrowers shall pay to the Agent (for distribution among the Lenders) a
 prepayment fee of 0.5% of any amount prepaid pursuant to clause 7.4.1 (Voluntary prepayment). This prepayment
 fee shall not apply if the prepayment is made following an IPO for the
 purpose of complying with any financial covenants provided by any Guarantor.

 
	
  

 	
  

 	
  

 
	
 7.5

 	
  

 	
 Right of cancellation and prepayment in relation to a
 single Lender

 
	
  

 	
  

 	
  

 
	
 7.5.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.5.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.5.4

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.6

 	
  

 	
 Total Loss

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


31










	
  

 	
  

 	
  

 	
  

 
	
 7.7

 	
  

 	
 Sale

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 if an
 Owner sells the relevant Ship, the Borrowers shall prepay the Loan relative
 to such Ship immediately on or before the sale of such Ship and shall ensure that
 the Minimum Value is maintained. The Ship Commitment for such Ship shall be
 reduced to zero.

 
	
  

 	
  

 	
  

 
	
 7.8

 	
  

 	
 Change of Control

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.9

 	
  

 	
 Mandatory pre-delivery cancellation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If prior
 to Delivery:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 (if
 applicable) any Building Contract Document other than the Building Contract
 is repudiated, cancelled, rescinded or otherwise terminated (and is not
 replaced or reinstated (in a manner reasonably satisfactory to the Agent
 acting on the instructions of the Majority Lenders)) or is not or ceases to
 be legal, valid, binding and enforceable obligations of a guarantor or it is
 or becomes unlawful for any guarantor to perform its obligations under it; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 then,
 the Agent may, and shall if so directed by the Majority Lenders, by notice to
 the Borrowers with effect from the date 10 Business Days after the giving of
 such notice (or such later date as may be approved in advance by the Majority
 Lenders) cancel the Ship Commitment relevant to such Building Contract.

 
	
  

 	
  

 	
  

 
	
 7.10

 	
  

 	
 Fees and mandatory prepayment

 
	
  

 	
  

 	
  

 	
  

 
	
 7.10.1

 	
  

 	
 The
 prepayment of any Ship Commitment pursuant to clause 7.7 (Sale), shall be subject to the payment
 by the Borrowers to the Agent (for distribution among the Lenders) of a
 prepayment fee of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 1% of
 the amount prepaid, if the relevant Ship is sold within 48 months from its
 Delivery Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 0.75% of
 the amount prepaid, if the relevant Ship is sold after 48 months from its Delivery
 Date but within 96 months from its Delivery Date; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 0.5% of
 the amount prepaid, if the relevant Ship is sold at any time after 96 months
 from its Delivery Date,

 
	
  

 	
  

 	
  

 	
  

 
	
 7.10.2

 	
  

 	
 If the
 Borrowers prepay the Total Commitments pursuant to clause 7.8 (Change of Control), they shall also pay
 a prepayment fee of 0.5% of the amount required to be prepaid pursuant to
 clause 7.8 (Change of Control).

 
	
  

 	
  

 	
  

 
	
 7.11

 	
  

 	
 Automatic cancellation

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


32










	
  

 	
  

 	
  

 
	
 7.12

 	
  

 	
 Restrictions

 
	
  

 	
  

 	
  

 
	
 7.12.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.12.2

 	
  

 	
 Any
 prepayment under this Agreement shall be made together with accrued interest
 on the amount prepaid and, subject to any Break Costs or prepayment fee under
 clause 7.10 (Fees and mandatory
 prepayment), without premium or penalty.

 
	
  

 	
  

 	
  

 
	
 7.12.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.12.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.12.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.12.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 7.12.7

 	
  

 	
 Any
 partial amount of the Loan prepaid or cancelled under this Agreement shall be
 applied in reduction of the Facilities on a pro rata basis. Any partial
 amount of a KEXIM Facility Advance prepaid or cancelled under this Agreement
 shall be applied on a pro rata basis in reduction of the repayment
 instalments under clause 6.2 (Scheduled
 repayment of Facilities) in accordance with clauses 6.3 (Adjustment of scheduled repayments.

 
	
  

 	
  

 	
  

 
	
 7.12.8

 	
  

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

 


33







SECTION 5 - COSTS OF UTILISATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8

 	
  

 	
 Interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.1

 	
  

 	
 Calculation of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Margin;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 LIBOR; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Mandatory Cost, if any.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.2

 	
  

 	
 Payment of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Borrowers shall pay accrued interest (a) on the Commercial Loan for the
 account of the Commercial Facility Lenders and (b) on the KEXIM Loan for the
 account of the KEXIM Facility Lenders, on the last day of each Interest
 Period (and, if the Interest Period is longer than three months, on the dates
 falling at three monthly intervals after the first day of the Interest
 Period).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3

 	
  

 	
 Default interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.4

 	
  

 	
 Notification of rates of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9

 	
  

 	
 Interest Periods

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1
 

 	
  

 	
 Interest Periods for Commercial Facility
 Advance

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.1 

 	
  

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

 


34










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.3

 	
  

 	
 If the
 Borrowers fail to deliver a Selection Notice to the Agent in accordance with
 clause 9.1.2, the relevant Interest Period will be three months.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.4

 	
  

 	
 Subject
 to this clause 9, the Borrowers may select an Interest Period of three, six,
 nine or 12 months or any other period agreed between the Borrowers and the
 Agent (on the instructions of all the Lenders).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.1.5

 	
  

 	
 No
 Interest Period shall extend beyond the Final Repayment Date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.2

 	
  

 	
 Interest Periods for KEXIM Facility
 Advance

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 first Interest Period for each KEXIM Facility Advance shall commence on the
 Utilisation Date relative to such Advance and shall expire on the first
 Repayment Date for such Advance. Each subsequent Interest Period for each
 KEXIM Facility Advance shall be three months.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.3

 	
  

 	
 Non-Business Days

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10

 	
  

 	
 Changes to the
 calculation of interest

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.1

 	
  

 	
 Absence of quotations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2

 	
  

 	
 Market disruption

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Margin;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.2.2

 	
  

 	
 In this
 Agreement “Market Disruption Event”
 means that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 at least
 one Business Day before the start of an Interest Period, a Lender or Lenders
 whose total participations in the Loan amount to 20% or more of the Loan (or,
 if an Advance has not yet been made, Commitments together amounting to 20% or
 more of the Total Commitments) notify the Agent that LIBOR fixed by the Agent
 would not accurately reflect the cost to that Lender or those Lenders of
 funding their respective

 


35










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 participations in the Loan or
 their respective Commitments (or any part of them) during the Interest Period
 in the London Interbank Market at or about 11.00 am (London time) on the
 Quotation Day for the relevant Interest Period; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3

 	
  

 	
 Alternative
 basis of interest or funding

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.1

 	
  

 	
 If a Market Disruption Event
 occurs and the Agent or Borrowers so require, the Agent and the Borrowers
 shall enter into negotiations (for a period of not more than 30 days) with a
 view to agreeing a substitute basis for determining the rate of interest. If
 no alternative rate of interest is agreed between the Borrowers and the
 Agent, the rate specified under clause 10.2.1 (Market Disruption) shall be applicable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4

 	
  

 	
 Break Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 10.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Fees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1

 	
  

 	
 Commitment
 commission

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.1

 	
  

 	
 The Borrowers shall pay to the
 Agent (for the account of each Lender) a fee in dollars computed at the rate
 of 0.8% per annum on the daily undrawn portion of that Lender’s Commitment
 calculated from 8 December 2011 (the “start
 date”).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11.2

 	
  

 	
 Fees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrowers shall pay to the
 Agent (for the distribution to the relevant Finance Parties) non-refundable
 fees in the amounts and at the times agreed in the Fee Letters.

 


36






SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS


	
  

 	
  

 	
  

 
	
 12

 	
  

 	
 Tax gross-up and indemnities

 
	
  

 	
  

 	
  

 
	
 12.1

 	
  

 	
 Definitions

 
	
  

 	
  

 	
  

 
	
 12.1.1

 	
  

 	
 In this Agreement:

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tax Payment means either the
 increase in a payment made by an Obligor to a Finance Party under clause 12,2
 (Tax gross-up) or a payment under clause 12.3 (Tax indemnity).

 
	
  

 	
  

 	
  

 
	
 12.1.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2

 	
  

 	
 Tax gross-up

 
	
  

 	
  

 	
  

 
	
 12.2.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.2.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.3

 	
  

 	
 Tax indemnity

 
	
  

 	
  

 	
  

 
	
 12.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 12.3.2

 	
  

 	
 Clause
 12.3.1 above shall not apply:

 


37










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 with
 respect to any Tax assessed on a Finance Party:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.3.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.4

 	
  

 	
 Stamp taxes

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5

 	
  

 	
 Value added tax

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 12.5.3

 	
  

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

 


38










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13

 	
  

 	
 Increased Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1

 	
  

 	
 Increased Costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1.1

 	
  

 	
 Subject
 to clause 13.3 (Exceptions), the
 Borrowers shall, within three Business Days of a demand by the Agent, pay for
 the account of a Finance Party the amount of any Increased Costs incurred by
 that Finance Party or any of its Affiliates (a) as a result of the
 introduction of or any change in (or in the interpretation, administration or
 application of) any law or regulation or (b) as a result of compliance with
 any law or regulation in either case made after the date of this Agreement
 and/or (c) which is a Basel III Increased Cost.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.1.2

 	
  

 	
 In this
 Agreement Increased Costs means:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 an
 additional or increased cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2

 	
  

 	
 Increased Cost
 claims

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 compensated
 for by the payment of the Mandatory Cost; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 13.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14

 	
  

 	
 Other
 indemnities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1

 	
  

 	
 Currency
 indemnity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1.1 

 	
  

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

 


39










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.2

 	
  

 	
 Other indemnities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the occurrence of any Event of
 Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.3

 	
  

 	
 Indemnity to the
 Agent and the Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 investigating any event which it
 reasonably believes is a Default;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4

 	
  

 	
 Indemnity
 concerning security

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 


40










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any breach by any Obligor of the
 Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.5

 	
  

 	
 Exclusion of
 liability

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 14.6

 	
  

 	
 Fax and email
 indemnity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15

 	
  

 	
 Mitigation by the
 Lenders

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1

 	
  

 	
 Mitigation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2

 	
  

 	
 Limitation of
 liability

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 15.2.2

 	
  

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

 


41










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Costs and
 expenses

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.1

 	
  

 	
 Transaction
 expenses

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.2

 	
  

 	
 Amendment costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16.3

 	
  

 	
 Enforcement and preservation costs

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


42






SECTION 7 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF

DEFAULT


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17

 	
  

 	
 Representations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1

 	
  

 	
 Status

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.2

 	
  

 	
 Binding
 obligations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3

 	
  

 	
 Power and
 authority

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.4

 	
  

 	
 Non-conflict

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Constitutional Documents of any Obligor or the Manager; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


43










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5

 	
  

 	
 Validity and admissibility in evidence

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5.1

 	
  

 	
 All authorisations required or
 desirable:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.5.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6

 	
  

 	
 Governing law and enforcement

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.6.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7

 	
  

 	
 Information

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.5

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.7.6

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8

 	
  

 	
 Original Financial Statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.8.1

 	
  

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

 


44










	
  

 	
  

 	
  

 
	
 17.8.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.8.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.9

 	
  

 	
 Pari passu
 ranking

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.10

 	
  

 	
 Ranking and
 effectiveness of security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.11

 	
  

 	
 No insolvency

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 corporate action, legal proceeding or other procedure or step described in
 clause 28.10 (Insolvency proceedings) or creditors’ process described in
 clause 28.11 (Creditors’ process)
 has been taken or, to the knowledge of any Obligor or the Manager, threatened
 in relation to an Obligor or the Manager or a Subsidiary of an Obligor and
 none of the circumstances described in clause 28.9 (Insolvency) applies to an Obligor or the
 Manager or a Subsidiary of an Obligor or any Finance Document and any Charter
 Document or Building Contract Document to which it is, or is to be, party.

 
	
  

 	
  

 	
  

 
	
 17.12

 	
  

 	
 No filing or
 stamp taxes

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.13

 	
  

 	
 Deduction of Tax

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.14

 	
  

 	
 No Default

 
	
  

 	
  

 	
  

 
	
 17.14.1

 	
  

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

 


45










	
  

 	
  

 	
  

 
	
 17.14.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.15

 	
  

 	
 No proceedings pending or threatened

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.16

 	
  

 	
 No breach of laws

 
	
  

 	
  

 	
  

 
	
 17.16.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.16.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17

 	
  

 	
 Environmental matters

 
	
  

 	
  

 	
  

 
	
 17.17.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.17.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 
	
 17.18.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.18.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.19

 	
  

 	
 Security and Financial Indebtedness

 
	
  

 	
  

 	
  

 
	
 17.19.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 17.19.2

 	
  

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

 


46










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.20

 	
  

 	
 Legal and beneficial ownership

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.21

 	
  

 	
 Shares

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.22

 	
  

 	
 Accounting Reference
 Date

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23

 	
  

 	
 No adverse
 consequences

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.23.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.24

 	
  

 	
 Copies of
 documents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.25

 	
  

 	
 No breach of any
 Charter Document or Building Contract Document

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Owner (so far as the Borrowers
 are aware) nor any other person is in breach of any Charter Document or
 Building Contract Document to which it is a party nor has anything occurred
 which entitles or may entitle any party to any Charter Document or Building
 Contract Document to rescind or terminate it or decline to perform their
 obligations under it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.26

 	
  

 	
 No immunity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


47










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.27

 	
  

 	
 Ship status

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 operationally
 seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 insured
 in the manner required by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.28

 	
  

 	
 Ship’s employment

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.29

 	
  

 	
 Address commission

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.30

 	
  

 	
 Other Finance Arrangements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No
 Obligor (acting in any capacity whatsoever) has agreed to cross-default
 provisions as part of another loan or credit agreement entered into with a
 financier which are more beneficial to that financier than those provisions
 set out in clause 28.6 (Cross-Default) other than those disclosed to, and
 approved by, the Agent acting on the instructions of the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.31

 	
  

 	
 No money laundering

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32

 	
  

 	
 Times when representations are made

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 this
 Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 first Utilisation Request; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 first Utilisation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.2

 	
  

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

 


48










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 17.32.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 Information
 undertakings

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1

 	
  

 	
 Financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.1.2

 	
  

 	
 Each
 Borrower shall supply to the Agent and the Arrangers or, as the case may be,
 shall procure that the Agent and the Arrangers are supplied with as soon as
 the same become available, but in any event within 90 days after the end of
 each half year of the relevant financial year the unaudited financial
 statements (consolidated if appropriate) of each Group, the Borrowers, the
 Guarantors and the Counter Guarantors for that financial half year (the first
 such financial statements in respect of the Counter Guarantor being for the
 half year ended as of 30 June 2012) for that financial half-year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2

 	
  

 	
 Requirements as to financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 be
 prepared in accordance with GAAP;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


49










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.2.3

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3

 	
  

 	
 Year-end

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.3.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.4

 	
  

 	
 Information: miscellaneous

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrowers shall supply to the
 Agent and the Arrangers:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 promptly on request, such further
 information regarding the financial condition, commitments, assets and
 operations of the Borrowers, the Guarantors and the Manager as any Finance
 Party may reasonably request; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 promptly, any request made by the
 Charterer under clause 19 of the Master Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.5

 	
  

 	
 Notification of Default

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


50










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.6

 	
  

 	
 Sufficient copies

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7

 	
  

 	
  “Know your
 customer” checks

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7.1

 	
  

 	
 If:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 18.7.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19

 	
  

 	
 General
 undertakings

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.1

 	
  

 	
 Use of proceeds

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.2

 	
  

 	
 Authorisations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 supply certified copies to the
 Agent of,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


51










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.3

 	
  

 	
 Compliance with laws

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4

 	
  

 	
 Taxation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 such payment is being contested in
 good faith;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 such payment can be lawfully withheld.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.5

 	
  

 	
 Change of business

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.6

 	
  

 	
 Merger

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.7

 	
  

 	
 Other Finance Arrangements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No Obligor or Manager (acting in
 any capacity whatsoever) will agree to cross-default provisions as part of
 another loan or credit agreement entered into with a financier which are more
 beneficial to that financier than those provisions set out in clause 28.6 (Cross-Default) other than as notified to, and approved by, the Agent
 acting on the instructions of the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8

 	
  

 	
 Further assurance

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to perfect the Security interests
 created or intended to be created by that Obligor under or evidenced by the
 Security Documents (which may include the execution of a mortgage, charge,
 assignment or other security over all or any of the assets which are,

 


52










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 or are
 intended to be, the subject of the Security Documents, excluding registration
 of the Guarantees and Counter Guarantees with the respective Companies
 Registry) or to protect or ensure the priority of such Security interests or
 for the exercise of any rights, powers and remedies of the Security Agent or
 the Finance Parties provided by or pursuant to the Finance Documents or by
 law;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.8.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.9

 	
  

 	
 Negative pledge
 in respect of Charged Property

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10

 	
  

 	
 Environmental
 matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.10.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.11

 	
  

 	
 Pari passu

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor and the Manager will ensure that its obligations under the Finance
 Documents shall, without prejudice to the security intended to be created by
 the Security Documents, at all times rank at least pari passu with all its
 other present and future unsecured and unsubordinated Financial Indebtedness
 with the exception of any obligations which are mandatorily preferred by law
 and not by contract.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12

 	
  

 	
 Excess Cash
 recapture

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.1

 	
  

 	
 In the
 event that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the
 Charterer has not, on or before the date falling 18 months prior to the
 expiry of the Charter or the Replacement Charter of that Ship by effluxion of
 time, exercised its option to extend the relevant Charter or the relevant
 Replacement Charter for the First Option Period (as defined in that Charter
 or, as the case may be, Replacement Charter),

 


53










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.12.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13

 	
  

 	
 IPO

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 19.13.2

 	
  

 	
 If an IPO has been completed,
 then:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Dealings with
 Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


54










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.1

 	
  

 	
 Ship’s name and registration

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.2

 	
  

 	
 Sale or other
 disposal of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.3

 	
  

 	
 Manager

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.4

 	
  

 	
 Copy of Mortgage
 on board

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.5

 	
  

 	
 Notice of
 Mortgage

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  “NOTICE
 OF MORTGAGE

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.6

 	
  

 	
 Conveyance on
 default

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


55










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.7

 	
  

 	
 Chartering

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval, the relevant
 Owner shall not enter into any charter commitment for the Ship (except for
 the Ship’s Charter or Replacement Charter), which is:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 capable of lasting more than 12
 calendar months;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 to an Affiliate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.8

 	
  

 	
 Sharing of Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.9

 	
  

 	
 Payment of
 Earnings

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20.10

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with approval:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For this purpose, ordering any
 extras, additions or alterations will be a substantial change and a material
 variation if their cost (or if the aggregate cost of the proposed work
 together with the cost of any additional work already ordered or change of
 specification already agreed) will alter the Contract Price by a cumulative
 amount greater than 5% of the Contract Price.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21

 	
  

 	
 Condition and operation of Ship

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


56









	
  

 	
  

 	
  

 
	
 21.1

 	
  

 	
 Repair

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.2

 	
  

 	
 Modification

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.3

 	
  

 	
 Removal of parts

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.4

 	
  

 	
 Third party owned
 equipment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.5

 	
  

 	
 Maintenance of
 class; compliance with laws

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.6

 	
  

 	
 Surveys

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.7

 	
  

 	
 Inspection and
 notice of drydockings

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent and/or surveyors or
 other persons appointed by it for such purpose shall be allowed to board the
 Ship at all reasonable times, subject to prior notice to relevant Owner and
 without hindering the Ship’s operations or its employment, to inspect it and
 given all proper facilities needed for that purpose. The Agent shall be given
 reasonable advance notice of any intended drydocking of the Ship (whatever
 the purpose of that drydocking). The relevant Owner shall bear and reimburse
 to the Agent where incurred by the Agent, the costs and expenses of one
 inspection per year provided no Default is continuing whereupon the relevant
 Owner shall bear and reimburse to the Agent, where incurred by the Agent, all
 costs and expenses of all such inspections.

 
	
  

 	
  

 	
  

 
	
 21.8

 	
  

 	
 Prevention of
 arrest

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


57










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.9

 	
  

 	
 Release from
 arrest

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.10

 	
  

 	
 Information about
 Ship

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.11

 	
  

 	
 Notification of
 certain events

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent shall promptly be
 notified of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any requisition of the Ship for
 hire;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.12

 	
  

 	
 Payment of
 outgoings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.13

 	
  

 	
 Evidence of
 payments

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 


58










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.14

 	
  

 	
 Repairers’ liens

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.15

 	
  

 	
 Codes

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 21.16

 	
  

 	
 Survey report

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.17

 	
  

 	
 Lawful use

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall not be employed:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in carrying illicit or prohibited
 goods;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 21.18

 	
  

 	
 War zones

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


59










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.1

 	
  

 	
 Insurance terms

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In this clause 22:

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.2

 	
  

 	
 Coverage required

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Ship shall at all times be
 insured:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 against fire and usual marine
 risks (including excess risks) and war risks (including war protection and
 indemnity risks and terrorism risks) on an agreed value basis, for at least
 its minimum hull cover and no less than 80% of the agreed insurable value;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.3

 	
  

 	
 Placing of cover

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the name of the Ship’s Owner
 and (in the case of the Ship’s hull cover) no other person (other than the
 Security Agent if required by it) (unless such other person is approved and,
 if so required by the Agent, has duly executed and delivered a first

 


60










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 priority assignment of its
 interest in the Ship’s Insurances to the Security Agent in an approved form
 and provided such supporting documents and opinions in relation to that
 assignment as the Agent requires);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in dollars or another approved
 currency;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 arranged through brokers approved
 by the Majority Lenders or direct with insurers approved by the Majority
 Lenders or protection and indemnity or war risks associations; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 on approved terms and with
 insurers or associations approved by the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.4

 	
  

 	
 Deductibles

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.5

 	
  

 	
 Mortgagee’s insurance

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 The Borrower shall promptly
 reimburse to the Agent the cost (as conclusively certified by the Agent) of
 taking out and keeping in force in respect of the Ship and the other Ships on
 approved terms, or in considering or making claims under a mortgagee’s
 interest insurance and a mortgagee’s additional perils (ail P&l risks)
 cover for the benefit of the Finance Parties for an amount of 120% of the
 Loan; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 22.6

 	
  

 	
 Fleet liens, set
 off and cancellations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 set off against any claims in
 respect of the Ship any premiums due in respect of any of such other vessels
 insured (other than the other Borrower’s Ship); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.7

 	
  

 	
 Payment of
 premiums

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.8

 	
  

 	
 Details of
 proposed renewal of Insurances

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


61










	
  

 	
  

 	
  

 
	
 22.9

 	
  

 	
 Instructions for
 renewal

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.10

 	
  

 	
 Confirmation of
 renewal

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.11

 	
  

 	
 P&l
 guarantees

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.12

 	
  

 	
 Insurance
 documents

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.13

 	
  

 	
 Letters of
 undertaking

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.14

 	
  

 	
 Insurance Notices
 and Loss Payable Clauses

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.15

 	
  

 	
 Insurance
 correspondence

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.16

 	
  

 	
 Qualifications
 and exclusions

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.17

 	
  

 	
 Independent
 report

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the Agent asks the Borrowers
 for a detailed report from an approved independent firm of marine insurance
 brokers approved by the Majority Lenders giving their opinion on the adequacy
 of the Ship’s Insurances then the Agent shall be provided promptly with such
 a report 

 


62










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 at no cost to the Agent or (if the
 Agent obtains such a report itself) the Borrowers shall reimburse the Agent
 for the cost of obtaining that report.

 
	
  

 	
  

 	
  

 
	
 22.18

 	
  

 	
 Collection of
 claims

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.19

 	
  

 	
 Employment of
 Ship

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.20

 	
  

 	
 Declarations and
 returns

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.21

 	
  

 	
 Application of
 recoveries

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 22.22

 	
  

 	
 Settlement of
 claims

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23

 	
  

 	
 Minimum security value

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.1

 	
  

 	
 Valuation of
 assets

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.2

 	
  

 	
 Valuation
 frequency

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Valuations of each Ship and each
 such other asset shall be addressed to the Agent (and for the benefit of the
 other Finance Parties) and in accordance with this clause 23 shall be
 obtained by the Agent on or prior to making available the Advance for that
 Ship, and thereafter at any time, not less frequently than once per annum.

 
	
  

 	
  

 	
  

 
	
 23.3

 	
  

 	
 Expenses of
 valuation

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


63










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.4

 	
  

 	
 Valuations
 procedure

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.5

 	
  

 	
 Currency of
 valuation

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.6

 	
  

 	
 Basis of
 valuation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each valuation will be made:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 without physical inspection
 (unless required by the Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 without taking into account the
 benefit or the burden of any charter commitment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.7

 	
  

 	
 Information
 required for valuation

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.8

 	
  

 	
 Approval of
 valuers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All valuers must have been
 approved (the approved valuers as at the date of this Agreement are E. A.
 Gibson Shipbrokers Limited, Lorentzen & Stemoco A.S., Barry Rogliano
 Salles & Cie, Clarkson plc, Poten & Partners Inc., Fearnleys AS,
 Simpson, Spence & Young Limited and Braemar Seascope Limited). The Agent
 may from time to time notify the Borrowers of approval of one or more
 independent ship brokers as valuers for the purposes of this clause 23. The
 Agent shall respond promptly to any request by the Borrowers for approval of
 a broker nominated by the Borrowers. The Agent may at any time by notice to
 the Borrowers withdraw any previous approval of a valuer for the purposes of
 future valuations. That valuer may not then be appointed to provide
 valuations unless it is once more approved. If the Agent has not approved at
 least three brokers as valuers at a time when a valuation is required under
 this clause 23, the Agent shall promptly notify the Borrowers of the names of
 at least three valuers which are approved.

 
	
  

 	
  

 	
  

 
	
 23.9

 	
  

 	
 Appointment of
 valuers

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.10

 	
  

 	
 Number of valuers

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


64










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.11

 	
  

 	
 Differences in
 valuations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 23.12

 	
  

 	
 Security
 shortfall

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 cancel part of the Total
 Commitments under clause 7.3 (Voluntary
 cancellation) but on five Business Days’ notice instead of the
 period required by such clause; and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 prepay part of the Loan under
 clause 7.4 (Voluntary prepayment) but
 on five Business Days’ notice instead of the period required by such clause,
 Provided that no prepayment fee shall be payable pursuant to clause 7.4.2 (Voluntary prepayment) in these
 circumstances.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.13

 	
  

 	
 Creation of
 additional security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 23.14

 	
  

 	
 Security release

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


65










	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Chartering undertakings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.1

 	
  

 	
 Variations

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.2

 	
  

 	
 Releases and
 waivers

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.3

 	
  

 	
 Termination by
 Owner

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.4

 	
  

 	
 Charter performance

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 24.5

 	
  

 	
 Payment of
 Charter Earnings

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25

 	
  

 	
 Bank accounts

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.1 

 	
  

 	
 Earnings
Account 

 
	
  

 	
  

 	
  

 
	
 25.1.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.1.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.1.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.1.4

 	
  

 	
 If there is no Event of Default
 which is continuing and subject to the further condition set out at the end
 of this clause 25.1.4, the relevant Account Holder(s) may withdraw the
 following amounts from an Earnings Account in the following order of priority
 during each monthly period in an approved manner:

 


66










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in accordance with the provisions
 of clause 35.5.1 (Partial payments), payments
 then due to Finance Parties under the Finance Documents (other than payments
 due in respect of a prepayment) or payments under Hedging Contracts
 attributable to the partial unwinding of any Hedging Contracts pursuant to
 clause 27.2 (Unwinding of Hedging
 Contracts) and any payments into the Reserve Account as and when
 they may be required under this Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 payments to another Earnings
 Account;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 payments to the Reserve Account;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.2

 	
  

 	
 Retention Account

 
	
  

 	
  

 	
  

 
	
 25.2.1

 	
  

 	
 The Borrowers shall jointly be the
holders of an Account denominated in dollars with an Account Bank which is
designated as the “Retention Account” for the purposes of the Finance
Documents by the Borrowers and the Lenders. 

 
	
  

 	
  

 	
  

 
	
 25.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.2.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.2.5

 	
  

 	
 If there is no continuing Event of
 Default and if (unless the payment is to a new Retention Account), after the
 withdrawal, the balance on the Retention Account will be at least the minimum

 


67










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 amount required by clause 25.2.2
 at that time, the relevant Account Holder(s) may withdraw the following
 amounts from the Retention Account:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.3

 	
  

 	
 Reserve Account

 
	
  

 	
  

 	
  

 
	
 25.3.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.3.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if approved; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if the relevant Charter or
 Replacement Charter is extended for a period of not less than 3 years in
 accordance with clause 5 of the relevant Confirmation Memorandum or the
 relevant clause of that Replacement Charter, as the case may be, and subject
 always to clause 28.22 (Charter
 termination); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4

 	
  

 	
 Other provisions

 
	
  

 	
  

 	
  

 
	
 25.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 such designation is made in
 writing by the Agent and acknowledged by the Borrowers and specifies the
 names and addresses of the Account Bank, the Account Holder(s) and the number
 and any designation or other reference attributed to the Account;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 an Account Security has been duly
 executed and delivered by the relevant Account Holder(s) in favour of the
 Security Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 25.4.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.4.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 25.4.4

 	
  

 	
 The relevant Account Holder(s)
 shall deposit with the Security Agent all certificates of deposit, receipts
 or other instruments or securities relating to any Account, notify the
 Security Agent of

 


68










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any claim or notice relating to an
 Account from any other party and provide the Agent with any other information
 it may request concerning any Account.

 
	
  

 	
  

 	
  

 
	
 25.4.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 Business restrictions

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.1 

 	
  

 	
General negative pledge 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.2 

 	
  

 	
Transactions similar to security 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 enter into any other preferential
 arrangement having a similar effect.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.3

 	
  

 	
 Financial
 Indebtedness

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 Financial Indebtedness owed to
 another Obligor which is subordinated in a manner approved by the Majority
 Lenders; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 Financial Indebtedness permitted
 under clause 26.4 (Guarantees).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.4

 	
  

 	
 Guarantees

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 


69










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.5

 	
  

 	
 Bank accounts and
 other financial transactions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.6

 	
  

 	
 Disposals

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.7

 	
  

 	
 Contracts and
 arrangements with Affiliates

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.8

 	
  

 	
 Subsidiaries

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 26.9

 	
  

 	
 Acquisitions and
 investments

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 


70










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 26.10

 	
  

 	
 Reduction of capital

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not redeem or
 purchase or otherwise reduce any of its equity or any other share capital or
 any warrants or any uncalled or unpaid liability in respect of any of them or
 reduce the amount (if any) for the time being standing to the credit of its
 share premium account or capital redemption or other undistributable reserve
 in any manner unless as permitted pursuant to clause 26.11 (Distributions and other payments).

 
	
  

 	
  

 	
  

 
	
 26.11

 	
  

 	
 Distributions and
 other payments

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Borrower shall not:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 except to its Holding Company and
 provided no Default is continuing or would occur as a result of the
 declaration or payment.

 
	
  

 	
  

 	
  

 
	
 27

 	
  

 	
 Hedging Contracts

 
	
  

 	
  

 	
  

 
	
 27.1

 	
  

 	
 Hedging

 
	
  

 	
  

 	
  

 
	
 27.1.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1.2

 	
  

 	
 The interest rate swaps
 contemplated by clause 27.1.1 shall collectively:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 match the repayment profile of the
 Loan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1.6

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.1.7

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 


71










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.1.8

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 27.2

 	
  

 	
 Unwinding of
 Hedging Contracts

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.3

 	
  

 	
 Assignment of
 Hedging Contracts by Borrowers

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.4

 	
  

 	
 Termination of
 Hedging Contracts by Borrowers

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Following the occurrence of an
 Event of Default, except with approval, the Borrowers shall not terminate or
 rescind any Hedging Contract or close out or unwind any Hedging Transaction
 for any reason whatsoever except in accordance with clause 27,2 (Unwinding of Hedging Contracts).

 
	
  

 	
  

 	
  

 
	
 27.5

 	
  

 	
 Definition of
 Loan

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.5.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 27.5.3

 	
  

 	
 after final Utilisation, the
 principal amount of the Loan. 

 
	
  

 	
  

 	
  

 
	
 28

 	
  

 	
 Events of Default

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the events or
 circumstances set out in clauses 28.1 to 28.23 is an Event of Default. 

 
	
  

 	
  

 	
  

 
	
 28.1

 	
  

 	
 Non-payment

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.2

 	
  

 	
 Hedging Contracts

 
	
  

 	
  

 	
  

 
	
 28.2.1

 	
  

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

 


72










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.2.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.2.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.2.4

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.3

 	
  

 	
 Value of security

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.4

 	
  

 	
 Insurance

 
	
  

 	
  

 	
  

 
	
 28.4.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.4.2

 	
  

 	
 Any insurer either:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.5

 	
  

 	
 Other obligations

 
	
  

 	
  

 	
  

 
	
 28.5.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.5.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.6

 	
  

 	
 Financial
 Covenants

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.7

 	
  

 	
 Misrepresentation

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


73










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.8

 	
  

 	
 Cross default

 
	
  

 	
  

 	
  

 
	
 28.8.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.8.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.8.3

 	
  

 	
 The counterparty to a Treasury
 Transaction entered into by any Obligor becomes entitled to terminate that
 Treasury Transaction early by reason of an event of default (however
 described).

 
	
  

 	
  

 	
  

 
	
 28.8.4

 	
  

 	
 Any creditor of any Obligor
 becomes entitled to declare any Financial Indebtedness of that Obligor due and
 payable prior to its specified maturity as a result of an event of default
 (however described).

 
	
  

 	
  

 	
  

 
	
 28.8.5

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.9

 	
  

 	
 Insolvency

 
	
  

 	
  

 	
  

 
	
 28.9.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.9.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.9.3

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.10

 	
  

 	
 Insolvency
 proceedings

 
	
  

 	
  

 	
  

 
	
 28.10.1

 	
  

 	
 Any corporate action, legal
 proceedings or other procedure or step is taken in relation to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the suspension of payments, a
 moratorium of any indebtedness, winding-up, dissolution, administration or
 reorganisation (by way of voluntary arrangement, scheme of arrangement or
 otherwise) of any Obligor;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 enforcement of any Security
 Interest over any assets of any Obligor,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.10.2

 	
  

 	
 Clause 28.10.1 shall not apply to any
 winding-up petition (or analogous procedure or step) which is frivolous or
 vexatious and is discharged, stayed or dismissed within seven days of
 commencement or, if earlier, the date on which it is advertised.

 
	
  

 	
  

 	
  

 
	
 28.11

 	
  

 	
 Creditors’
 process

 
	
  

 	
  

 	
  

 
	
 28.11.1

 	
  

 	
 Any expropriation, attachment,
 sequestration, distress, execution or analogous process affects any asset or
 assets of any Obligor (having an aggregate value equal to or in excess of 

 


74










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $5,000,000 in respect of the
 Counter Guarantors and the Guarantors and $1,000,000 in respect of any other
 Obligor) and is not discharged within seven days.

 
	
  

 	
  

 	
  

 
	
 28.11.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.12

 	
  

 	
 Unlawfulness and
 invalidity

 
	
  

 	
  

 	
  

 
	
 28.12.1

 	
  

 	
 It is or becomes unlawful for an
 Obligor to perform any of its obligations under the Finance Documents or any
 Security Interest created or expressed to be created or evidenced by the
 Security Documents ceases to be effective.

 
	
  

 	
  

 	
  

 
	
 28.12.2

 	
  

 	
 Any obligation or obligations of
 any Obligor under any Finance Documents are not (subject to the Legal
 Reservations) or cease to be legal, valid, binding or enforceable and the
 cessation individually or cumulatively materially and adversely affects the
 interests of the Lenders under the Finance Documents.

 
	
  

 	
  

 	
  

 
	
 28.12.3

 	
  

 	
 Any Finance Document or any
 Security Interest created or expressed to be created or evidenced by the
 Security Documents ceases to be in full force and effect or is alleged by a
 party to it (other than a Finance Party) to be ineffective for any reason.

 
	
  

 	
  

 	
  

 
	
 28.12.4

 	
  

 	
 Any Security Document does not
 create legal, valid, binding and enforceable security over the assets charged
 under that Security Document or the ranking or priority of such security is
 adversely affected.

 
	
  

 	
  

 	
  

 
	
 28.13

 	
  

 	
 Cessation of
 business

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Obligor suspends or ceases to
 carry on (or threatens to suspend or cease to carry on) all or a material
 part of its business.

 
	
  

 	
  

 	
  

 
	
 28.14

 	
  

 	
 Expropriation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The authority or ability of any
 Obligor to conduct its business is limited or wholly or substantially
 curtailed by any seizure, expropriation, nationalisation, intervention,
 restriction or other action by or on behalf of any governmental, regulatory
 or other authority or other person in relation to any Obligor or any of its
 assets.

 
	
  

 	
  

 	
  

 
	
 28.15

 	
  

 	
 Repudiation and
 rescission of Finance Documents

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.16

 	
  

 	
 Litigation

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any litigation, alternative
 dispute resolution, arbitration or administrative proceeding is taking place
 against any Obligor or any of its assets, rights or revenues, and which, if
 adversely determined, might reasonably be expected to have a Material Adverse
 Effect.

 
	
  

 	
  

 	
  

 
	
 28.17

 	
  

 	
 Material Adverse
 Effect

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any Environmental Incident or
 other event or circumstance or series of events (including any change of law)
 occurs which the Majority Lenders reasonably believe has, or is reasonably
 expected to have, a Material Adverse Effect.

 
	
  

 	
  

 	
  

 
	
 28.18

 	
  

 	
 Security
 enforceable

 
	
  

 	
  

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

 


75











	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.19

 	
  

 	
 Arrest of Ship

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Either
 Ship is arrested, confiscated, seized, taken in execution, impounded,
 forfeited, detained in exercise or
 purported exercise of any possessory lien or other claim and the relevant
 Owner fails to procure the release of such Ship within a period of 15
 days thereafter (or such longer period as
 may be approved).

 
	
  

 	
  

 	
  

 
	
 28.20 

 	
  

 	
 Ship registration 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.21

 	
  

 	
 Political risk

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Flag State of either Ship or any Relevant
 Jurisdiction of an Obligor becomes involved in hostilities
 or civil war or there is a seizure of power in the Flag State or any such
 Relevant Jurisdiction by unconstitutional
 means if, in any such case, such event, in the reasonable opinion of the Agent (acting on the instructions
 of the Lenders), has or is reasonably to have, a Material Adverse Effect and, within 15 days of
 notice from Agent to do so (or such longer period as may be approved), such
 action as the Agent may require to ensure that such circumstances will not have such an effect has not been taken
 by the Borrowers.

 
	
  

 	
  

 	
  

 
	
 28.22

 	
  

 	
 Charter termination

 
	
  

 	
  

 	
  

 
	
 28.22.1

 	
  

 	
 Except with approval, the Charter or Replacement
 Charter of a Ship is cancelled or rescinded or (except as a result of the
 Ship being a Total Loss) frustrated or a Ship is withdrawn from service under the Charter or, as the case may be, the
 Replacement Charter, before the time the relevant Charter or relevant Replacement Charter was scheduled
 to expire, provided however that no Event of Default shall
 occur under this clause 28.22.1 if within 30 days of such cancellation, rescission, frustration or withdrawal the
 Borrowers shall have paid the sum of $20,000,000 to the Reserve Account which sum may, notwithstanding
 clause 25.3 (Reserve Account), only be released if approved or if:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 28.22.2

 	
  

 	
 Except with approval, a Ship is not delivered and
 accepted for service under the relevant Charter within three Business Days after the relevant
 Utilisation Date.

 
	
  

 	
  

 	
  

 
	
 28.23 

 	
  

 	
 Change of Control 

 
	
  

 	
  

 	
  

 
	
 28.23.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.23.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 28.23.3 

 	
  

 	
 At any time: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 


76










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 28.24

 	
  

 	
 Acceleration

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 On and at any time after the occurrence of an Event of
 Default which is continuing the Agent may,
 and shall if so directed by the Lenders, by notice to the Borrowers:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 cancel the Total Commitments at which time they shall
 immediately be cancelled; and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 declare that all or part of the Loan, together with
 accrued interest, and all other amounts accrued
 or outstanding under the Finance Documents be immediately due and payable, at
 which time they shall become immediately due and payable; and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 declare that all or part of the Loan be payable on
 demand, at which time it shall immediately
 become payable on demand by the Agent on the instructions of the Lenders; and/or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 29

 	
  

 	
 Position of Hedging Provider

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1 

 	
  

 	
 Rights of Hedging Provider 

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1.1

 	
  

 	
 The Hedging Provider is a Finance Party and as such,
 will be entitled to share in the security constituted by the Security
 Documents in respect of any liabilities of the Borrowers under the Hedging
 Contracts with the Hedging Provider which shall be fully subordinated in
 priority and ranking to the share in the
 security constituted by the Security Documents in respect of any liabilities of the Borrowers with respect to the
 Facilities owing to the Lenders in the manner and to the extent contemplated
 by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 29.1.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 29.2

 	
  

 	
 No voting rights

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Hedging Provider shall not be entitled to vote on
 any matter where a decision of the Lenders alone is required
 under this Agreement, whether before or after the termination or close out of the Hedging Contracts with the
 Hedging Provider, provided that the Hedging Provider shall be entitled to vote on any matter where a decision of
 all the Finance Parties is expressly
 required.

 
	
  

 	
  

 	
  

 	
  

 
	
 29.3

 	
  

 	
 Acceleration and enforcement of security

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4

 	
  

 	
 Close out of Hedging Contracts

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.1

 	
  

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

 


77










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 relevant
 Hedging Transactions (or parts thereof) and/or the relevant Hedging Contracts
 in accordance
 with such notice immediately upon receipt of such notice. 

 
	
  

 	
  

 	
  

 
	
 29.4.2

 	
  

 	
 The Hedging Provider shall not be
 entitled to terminate or close out any Hedging Contract or any Hedging
 Transaction under it prior to its stated maturity except: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.3

 	
  

 	
 If there is a
 net amount payable to any Borrower under a Hedging Transaction or a Hedging Contract upon
 its termination and close out, the Hedging Provider shall forthwith pay that
 net amount (together with interest earned on such amount) to the Security
 Agent for application in accordance with clause 32.21 (Order of application).

 
	
  

 	
  

 	
  

 	
  

 
	
 29.4.4

 	
  

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

 


78







SECTION 8 - CHANGES TO
PARTIES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30

 	
  

 	
 Changes to the Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
 30.1

 	
  

 	
 Assignments and transfers by the
 Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subject to this clause 30, a Lender (the “Existing
Lender”) may assign any of its rights to another
bank or financial institution or other regulated investment company (the “New
Lender”).  

 
	
  

 	
  

 	
  

 	
  

 
	
 30.2

 	
  

 	
 Conditions of assignment

 
	
  

 	
  

 	
  

 	
  

 
	
 30.2.1

 	
  

 	
 The
 consent of the Borrowers is required for an assignment by a Commercial
 Facility Lender or KEXIM Facility Lender,
 unless the assignment is to another Commercial Facility Lender or Affiliate
 of a Commercial Facility Lender or, as the case may be, another KEXIM
 Facility Lender or an Affiliate of a KEXIM Facility Lender or an Event of
 Default is continuing. The Agent will immediately
 advise the Borrowers of the assignment.

 
	
  

 	
  

 	
  

 	
  

 
	
 30.2.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 30.2.3 

 	
  

 	
 An assignment will only be effective: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 on the New Lender entering into any documentation
 required for it to accede as a party to
 any Security Document to which the Original Commercial Facility Lender or, as
 the case may be, the Original KEXIM
 Facility Lender is a party in its capacity as a Commercial Facility Lender or KEXIM Facility Lender;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 30.2.4

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 30.3

 	
  

 	
 Fee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


79










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.4

 	
  

 	
 Limitation of responsibility of
 Existing Lenders

 
	
  

 	
  

 	
  

 	
  

 
	
 30.4.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the financial condition of any Obligor;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 the application of any Basel II Regulation and the
 Basel III Regulation to the transactions
 contemplated by the Finance Documents; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any representations or warranties implied by law
 are excluded.

 
	
  

 	
  

 	
  

 	
  

 
	
 30.4.2

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the
 application of any Basel II Regulation and the Basel III Regulation, to the transactions contemplated by the Finance
 Documents,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 30.4.3

 	
  

 	
 Nothing in any Finance Document obliges an Existing
 Lender to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 accept a
 re-assignment from a New Lender of any of the rights assigned under this clause 30 (Changes
 to the Lenders); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 30.5

 	
  

 	
 Procedure for transfer

 
	
  

 	
  

 	
  

 	
  

 
	
 30.5.1

 	
  

 	
 Subject
 to the conditions set out in clause 30.2 (Conditions
 of assignment) an assignment is effected
 in accordance with clause 30.5.2 below when (a) the Agent executes an
 otherwise duly completed Transfer Certificate and (b) the Agent executes any
 document required under clause 30.2.3
 which it may be necessary for it to execute in each case delivered to it by
 the Existing Lender and the New
 Lender duly executed by them and, in the case of any such other document,

 


80










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 30.5.2 

 	
  

 	
 On the Transfer Date: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.6

 	
  

 	
 Copy of Transfer Certificate to
 Borrowers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.7

 	
  

 	
 Disclosure of information

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 30.7.1

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 to whom, and to the extent that, information is
 required to be disclosed by any applicable
 law, regulation or request of any regulatory or governmental authority or central bank,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any
 information about any Obligor, any Group and the Finance Documents as Lender
 shall consider appropriate.

 


81










	
  

 	
  

 	
  

 
	
 30.7.2

 	
  

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

 
	
  

 	
  

 	
  

 
	
 31

 	
  

 	
 Changes to the Obligors

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


82






SECTION 9 - THE
FINANCE PARTIES


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32

 	
  

 	
 Roles of Agent, Security Agent and
 Arranger

 
	
  

 	
  

 	
  

 
	
 32.1

 	
  

 	
 Appointment of the Agent

 
	
  

 	
  

 	
  

 
	
 32.1.1

 	
  

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

 
	
  

 	
  

 	
  

 
	
 32.1.2 

 	
  

 	
 Each such other Finance Party
authorises the Agent: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 to execute each of the Security Documents and all other
 documents that may be approved by the Lenders for
 execution by it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2

 	
  

 	
 Duties of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.1

 	
  

 	
 The Agent shall promptly forward to a Party the
 original or a copy of any document which is delivered
 to the Agent for that Party by any other Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.2

 	
  

 	
 Without prejudice to clause 30.6 (Copy of Transfer Certificate to Borrowers), clause
 32.2.1 shall not apply to any Transfer
 Certificate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.3

 	
  

 	
 Except where a Finance Document specifically provides
 otherwise, the Agent is not obliged to review
 or check the adequacy, accuracy or completeness of any document it forwards
 to another Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.4

 	
  

 	
 If the Agent receives notice from a Party referring to
 this Agreement, describing a Default and stating
 that the circumstance described is a Default, it shall promptly notify the
 other Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.5

 	
  

 	
 If the
 Agent is aware of the non-payment of any principal, interest, commitment fee
 or other fee payable to a Finance Party
 (other than the Agent or an Arranger or the Security Agent for their own account) under this Agreement it shall
 promptly notify the other Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.2.6

 	
  

 	
 The Agent’s duties under the Finance Documents are
 solely mechanical and administrative in nature.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.3

 	
  

 	
 Role of the Arrangers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as specifically provided in the Finance
 Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with
 any Finance Document or the transactions
 contemplated by the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4

 	
  

 	
 No fiduciary duties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4.1

 	
  

 	
 Nothing in this Agreement constitutes the Agent or an
 Arranger as a trustee or fiduciary of any other
 person.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.4.2

 	
  

 	
 None of
 the Agent, the Security Agent or any Arranger shall be bound to account to
 any Lender or the Hedging Provider for any
 sum or the profit element of any sum received by it for its own account or
 have any obligations to the other Finance Parties beyond those expressly
 stated in the Finance Documents.

 


83










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.5

 	
  

 	
 Business with the Group

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent, the Security Agent and any Arranger may
 accept deposits from, lend money to and generally
 engage in any kind of banking or other business with any Obligor or their
 Affiliates.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6

 	
  

 	
 Rights and discretions of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.1

 	
  

 	
 The Agent may rely on:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any representation, notice or document believed by it
 to be genuine, correct and appropriately
 authorised; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any
 statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be
 assumed to be within his or her knowledge
 or within his or her power to verify.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.2

 	
  

 	
 The Agent may assume (unless it has received notice to
 the contrary in its capacity as agent for the
 other Finance Parties) that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 no Default has occurred (unless it has actual knowledge
 of a Default arising under clause
 28.1 (Non-payment));

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any right, power, authority or discretion vested in any
 Party or the Majority Lenders has not
 been exercised; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 any notice or request made by a Borrower (other than a
 Utilisation Request or Selection Notice) is made on behalf of and with the
 consent and knowledge of all the Obligors.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.3

 	
  

 	
 The
 Agent may engage, pay for and rely on the advice or services of any lawyers,
 accountants, surveyors or other experts
 in the conduct of its obligations and responsibilities under the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.4

 	
  

 	
 The Agent may act in relation to the Finance Documents
 through its personnel and agents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.5

 	
  

 	
 The Agent may disclose to any other Party any
 information it reasonably believes it has received as agent under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.6

 	
  

 	
 The Agent is not obliged to disclose to any Finance
 Party any details of the rate notified to the Agent
 by any Lender or the identity of any such Lender for the purposes of clause
 10.2.1(b)  (Market
 Disruption).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.7

 	
  

 	
 Notwithstanding any other provision of any Finance
 Document to the contrary, neither the Agent nor any Arranger is
 obliged to do or omit to do anything if it would or might in its reasonable
 opinion constitute a breach of any law or regulation or a breach of a
 fiduciary duty or duty of confidentiality.
 The Agent and any Arranger may do anything which in its opinion, is necessary
 or desirable to comply with any law or regulation of any jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.6.8

 	
  

 	
 Without
 prejudice to the generality of clause 32.6.7, the Agent shall be entitled
 (but not obliged) to disclose the
 identity of a Defaulting Lender to the other Finance Parties and the
 Borrowers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7

 	
  

 	
 Lenders’ instructions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7.1

 	
  

 	
 Unless a contrary indication appears in a Finance
 Document, the Agent shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 exercise
 any right, power, authority or discretion vested in it as Agent (including
 giving instructions to the Security Agent) in accordance with any
 instructions given to it by the Lenders (or, if so instructed by the Lenders,
 refrain from exercising any right, power, authority
 or discretion vested in it as Agent); and

 


84










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 not be
 liable for any act (or omission) if it acts (or refrains from taking any
 action) in accordance with an instruction
 of the Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7.2

 	
  

 	
 Unless a contrary indication appears in a Finance
 Document, any instructions given by the Lenders
 to the Agent (in relation to any right, power, authority or discretion vested
 in it as Agent) shall be binding on all the
 Finance Parties (other than the Security Agent).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7,3

 	
  

 	
 The Agent may refrain from acting in accordance with
 the instructions of the Majority Lenders (if applicable in accordance with
 the Finance Documents) or, if appropriate, the Lenders until it has received such security as it may require for any cost,
 loss or liability (together with any associated VAT) which it may incur in
 complying with the instructions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7.4

 	
  

 	
 In the absence of, or while awaiting, instructions from
 the Majority Lenders (if applicable in accordance with the
 Finance Documents) or, if appropriate, the Lenders, the Agent may act (or refrain from taking action) as it considers to
 be in the best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7.5

 	
  

 	
 The Agent is not authorised to act on behalf of a
 Lender or the Hedging Provider (without first obtaining
 that Lender’s or the Hedging Provider’s consent) in any legal or arbitration
 proceedings relating to any Finance Document. This clause
 32.7.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of
 rights under the Security Documents
 or enforcement of the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.7.6

 	
  

 	
 Neither the Agent nor any Arranger shall be obliged to
 request any certificate, opinion or other information
 under clause 18 (Information undertakings)
 unless so required in writing by a Lender or the Hedging Provider,
 in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance
 with the terms of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.8

 	
  

 	
 Responsibility for documentation and
 other matters

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Neither the Agent nor any Arranger:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 is responsible for the adequacy, accuracy and/or
 completeness of any information (whether
 oral or written) supplied by the Agent, any Arranger, an Obligor or any other
 person given in or in connection with
 any Finance Document or the transactions contemplated
 in the Finance Documents or of any representations in any Finance Document or of any copy of any document delivered
 under any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 is
 responsible for the legality, validity, effectiveness, adequacy or
 enforceability of any Finance Document or
 any Charter Document or Building Contract Document or any other agreement, arrangement or document entered
 into, made or executed in anticipation
 of or in connection with any Finance Document or any Charter Document or Building Contract Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 is responsible for any determination as to whether any
 information provided or to be provided
 to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation
 relating to insider dealing or otherwise;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 is responsible for the application of any Basel II
 Regulation or the Basel III Regulation to the transactions contemplated by
 the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 is responsible for any loss to the Trust Property
 arising in consequence of the failure, depreciation
 or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 is obliged to account to any person for any sum or the
 profit element of any sum received
 by it for its own account;

 


85










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (g)

 	
 is
 responsible for the failure of any Obligor or any other party to perform its
 obligations under any Finance Document or
 any Charter Document or Building Contract Document or the financial condition of any such person;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (h)

 	
 is
 responsible to ascertain whether all deeds and documents which should have
 been deposited with it (or the Security
 Agent) under or pursuant to any of the Security Documents have been so deposited;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 is responsible to investigate or make any enquiry into
 the title of any Obligor to any of the
 Charged Property or any of its other property or assets;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (j)

 	
 is responsible for the failure to register any of the
 Security Documents with the Registrar of Companies or any other public
 office;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (k)

 	
 is responsible for the failure to register any of the
 Security Documents in accordance with
 the provisions of the documents of title of any Obligor to any of the Charged
 Property;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (I)

 	
 is responsible for the failure to take or require any
 Obligor to take any steps to render any of the Security
 Documents effective as regards property or assets outside England or Wales or to secure the creation of any
 ancillary charge under the laws of the jurisdiction concerned; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (m)

 	
 is (unless it is the same entity as the Security Agent)
 responsible on account of the failure
 of the Security Agent to perform or discharge any of its duties or
 obligations under the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.9

 	
  

 	
 Exclusion of liability

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.9.1

 	
  

 	
 Without
 limiting clause 32.9.2 (and without prejudice to the provisions of clause
 35,9 (Disruption to Payment Systems etc.)), the Agent will not be liable for any action taken by it under or in connection
 with any Finance Document, unless directly caused by its gross negligence or
 wilful misconduct.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.9.2

 	
  

 	
 No Party (other than the Agent) may take any
 proceedings against any officer, employee or agent of the Agent in respect of any claim it might have
 against the Agent (except in relation to wilful misconduct) or in respect of any act or omission of any
 kind by that officer, employee or agent in relation to any Finance
 Document and any officer, employee or agent of the Agent may rely on this clause subject to clause 1.3 and the
 provisions of the Third Parties Act.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.9.3

 	
  

 	
 The
 Agent will not be liable for any delay (or any related consequences) in
 crediting an account with an amount
 required under the Finance Documents to be paid by the Agent if the Agent has
 taken all necessary steps as soon
 as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing
 or settlement system used by the Agent for that purpose.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.9.4

 	
  

 	
 Nothing in this Agreement shall oblige the Agent or
 any Arranger to carry out any “know your customer”
 or other checks in relation to any person on behalf of any Lender or the
 Hedging Provider and each Lender and the
 Hedging Provider confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is
 required to carry out and that it may not rely on any statement in relation to such checks made by the
 Agent or any Arranger.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.10

 	
  

 	
 Lenders’ indemnity to the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Lender shall (in proportion to its share of the
 Total Commitments or, if the Total Commitments
 are then zero, to its share of the Total Commitments immediately prior to
 their reduction to zero) indemnify the
 Agent, within ten Business Days of demand, against any cost, loss or liability
 incurred by the Agent (otherwise than by reason of the Agent’s gross
 negligence or wilful misconduct)
 including the costs of any person engaged in accordance with clause 32.6.3 (Rights and discretions of the Agent) and
 any Receiver in acting as its agent under the

 


86










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Finance Documents (unless the Agent has been reimbursed
 by an Obligor pursuant to a Finance
 Document or out of the Trust Property).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11

 	
  

 	
 Resignation of the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.1

 	
  

 	
 The Agent may resign and appoint one of its Affiliates
 as successor by giving notice to the Lenders,
 the Hedging Provider, the Security Agent and the Borrowers.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.2

 	
  

 	
 Alternatively the Agent may resign by giving notice to
 the other Finance Parties and the Borrowers,
 in which case the Majority Lenders (after consultation with the Borrowers)
 may appoint a successor Agent acting
 through an office in the United Kingdom.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.3

 	
  

 	
 If the Majority Lenders have not appointed a successor
 Agent in accordance with clause 32.11.2 above
 within 20 days after notice of resignation was given, the Agent (after
 consultation with the Borrowers) may appoint a successor Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.4

 	
  

 	
 The retiring Agent shall, at its own cost, make
 available to the successor Agent such documents and records and provide such assistance as the
 successor Agent may reasonably request for the purposes of performing its functions as Agent under
 the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.5

 	
  

 	
 The Agent’s resignation notice shall only take effect
 upon the appointment of a successor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.6

 	
  

 	
 Upon the appointment of a successor, the retiring Agent
 shall be discharged from any further obligation
 in respect of the Finance Documents but shall remain entitled to the benefit
 of this clause 32. Its successor and each of
 the other Parties shall have the same rights and obligations amongst
 themselves as they would have had if such successor had been an original
 Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.11.7

 	
  

 	
 After consultation with the Borrowers, the Majority
 Lenders may, by notice to the Agent, require it to resign in accordance with
 clause 32.11.2. In this event, the Agent shall resign in accordance with clause 32.11.2 Provided always that the Agent
 acting in its capacity as lender shall not be included in the
 calculation of the Majority Lenders if the Agent is being required to resign
 due to its gross negligence or wilful
 misconduct.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.12

 	
  

 	
 Confidentiality

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.12.1

 	
  

 	
 In acting as agent for the Finance Parties, the Agent
 shall be regarded as acting through its department,
 division or team directly responsible for the management of the Finance
 Documents which shall be treated as a
 separate entity from any other of its divisions, departments or teams.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.12.2

 	
  

 	
 If information is received by another division or
 department of the Agent, it may be treated as confidential
 to that division or department and the Agent shall not be deemed to have
 notice of it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.12.3

 	
  

 	
 Notwithstanding any other provision of any Finance
 Document to the contrary, neither the Agent, nor any Arranger is obliged to
 disclose to any other person (a) any confidential information or (b) any other information if the disclosure would or might
 in its reasonable opinion constitute a breach
 of any law or a breach of a fiduciary duty.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.13

 	
  

 	
 Relationship with the Lenders and
 Hedging Provider

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.13.1

 	
  

 	
 The Agent may treat the persons shown in its records
 as Lenders or as Hedging Provider at the opening of business (in the place of
 its principal office as notified to the Finance Parties from time to time) as
 each Lender or (as the case may be) the Hedging Provider, acting through its
 Facility Office:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 entitled to or liable for any payment due under any
 Finance Document on that day; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 entitled to receive and act upon any notice, request,
 document or communication or make
 any decision or determination under any Finance Document made or delivered on
 that day,

 


87










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 unless it has received not less than five Business Days
 prior notice from that Lender or (as the case
 may be) the Hedging Provider to the contrary in accordance with the terms of
 this Agreement.

 
	
  

 	
  

 	
  

 
	
 32.13.2

 	
  

 	
 Each Lender shall supply the Agent with any information
 required by the Agent in order to calculate
 the Mandatory Cost in accordance with Schedule 6 (Mandatory Cost formulae).

 
	
  

 	
  

 	
  

 
	
 32.13.3

 	
  

 	
 Each Lender and the Hedging Provider shall supply the
 Agent with any information that the Agent may reasonably specify as
 being necessary or desirable to enable the Agent or the Security Agent to perform its functions as Agent or
 Security Agent. Each Lender and the Hedging Provider shall deal with the Security Agent exclusively
 through the Agent and shall not deal directly with the Security Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.14

 	
  

 	
 Credit appraisal by the Lenders and
 the Hedging Provider

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without affecting the responsibility of any Obligor
 for information supplied by it or on its behalf in connection with any Finance Document, each Lender and
 the Hedging Provider confirms to each
 other Finance Party that it has been, and will continue to be, solely
 responsible for making its own independent appraisal and investigation of
 all risks arising under or in connection with any Finance Document including but not limited to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the financial condition, status and nature of each
 Obligor;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the legality, validity, effectiveness, adequacy or
 enforceability of any Finance Document or
 Charter Document or Building Contract Document and any other agreement, arrangement
 or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or Charter
 Document or Building Contract Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the application of any Basel II Regulation and the
 Basel III Regulation to the transactions
 contemplated by the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 whether any Finance Party has recourse, and the nature
 and extent of that recourse, against
 any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the
 Finance Documents or any other
 agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any
 Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the adequacy, accuracy and/or completeness of any
 information provided by the Agent, any
 Party or by any other person under or in connection with any Finance
 Document, Charter Document or Building
 Contract Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement
 or document entered into, made
 or executed in anticipation of, under or in connection with any Finance
 Document, Charter Document or Building
 Contract Document; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (f)

 	
 the
 right of title of any person to, or the value or sufficiency of, any part of
 the Charged Property, the priority of the
 Security Documents or the existence of any Security Interest affecting the Charged Property.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.15

 	
  

 	
 Agent’s management time

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any amount payable to the Agent under clause 14.3 (Indemnity to the Agent and the Security Agent), clause 16 (Costs
 and expenses) and clause 32.10 (Lenders’
 indemnity to the Agent) shall
 include the cost of utilising the Agent’s management time or other resources
 and will be calculated on the basis of such reasonable daily or
 hourly rates as the Agent may notify to the Borrowers
 and the Lenders, and is in addition to any fee paid or payable to the Agent
 under clause 11 (Fees).

 


88










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.16

 	
  

 	
 Deduction from amounts payable by the
 Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any
 Party owes an amount to the Agent under the Finance Documents the Agent may,
 after giving notice to that Party, deduct an amount not exceeding that amount
 from any payment to that Party which the Agent would otherwise be obliged to
 make under the Finance Documents and apply
 the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party
 shall be regarded as having received any amount so deducted.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.17

 	
  

 	
 Common parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Although the Agent and the Security Agent may from
 time to time be the same entity, that entity will
 have entered into the Finance Documents (to which it is party) in its
 separate capacities as agent for the Finance Parties
 and (as appropriate) security agent and trustee for the Finance Parties. Where any Finance Document provides for the
 Agent or Security Agent to communicate with or
 provide instructions to the other, while they are the same entity, such communication or instructions will not be
 necessary.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.18

 	
  

 	
 Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.18.1

 	
  

 	
 Each other Finance Party appoints the Security Agent to
 act as its trustee under and in connection
 with the Security Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.18.2

 	
  

 	
 Each other Finance Party authorises the Security Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 to exercise the rights, powers, authorities and
 discretions specifically given to the Security
 Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and
 discretions; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 to execute each of the Security Documents and all other
 documents that may be approved by the Agent and/or
 the Majority Lenders for execution by it.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.18.3

 	
  

 	
 The Security Agent accepts its appointment under
 clause 32.18 (Security Agent) as
 trustee of the Trust Property with effect
 from the date of this Agreement and declares that it holds the Trust Property on trust for itself and the other Finance
 Parties (for so long as they are Finance Parties) on and subject to the terms set out in clauses 32.18 -
 32.26 (inclusive) and the Security Documents
 to which it is a party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.19

 	
  

 	
 Application of certain clauses to
 Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.19.1

 	
  

 	
 Clauses
 32.6 (Rights and discretions of the
 Agent), 32.8 (Responsibility
 for documentation and other matters), 32.9 (Exclusion
 of liability), 32.10 (Lenders’
 indemnity to the Agent), 32.11 (Resignation of the Agent), 32.12 (Confidentiality),
 32.13 (Relationship with the
 Lenders and the Hedging Provider), 32.14 (Credit appraisal by the Lenders and the Hedging
 Provider) and 32.16 (Deduction
 from amounts payable by the Agent) shall each extend so as to
 apply to the Security Agent in its
 capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend to include in addition a
 reference to the “Security Agent” in its capacity as such.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.19.2

 	
  

 	
 In addition, clause 32,11 (Resignation of the Agent) shall, for the purposes of its
 application to the Security Agent pursuant to
 clause 32.19.1, have the following additional sub-clause:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 At any time after the appointment of a successor, the retiring
 Security Agent shall do and execute all acts, deeds and documents reasonably
 required by its successor to transfer
 to it (or its nominee, as it may direct) any property, assets and rights
 previously vested in the retiring Security Agent pursuant to
 the Security Documents and which shall
 not have vested in its successor by operation of law. All such acts, deeds
 and documents shall be done or, as the case may be, executed at the cost of
 the retiring Security Agent (except where the Security Agent is retiring
 under clause 32.11.7 as extended to it by
 clause 32.19.1, in which case such costs shall be borne by the

 


89










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lenders (in proportion to its share of the Total
 Commitments or, if the Total Commitments
 are then zero, to its share of the Total Commitments immediately prior to
 their reduction to zero).

 
	
  

 	
  

 	
  

 
	
 32.20

 	
  

 	
 Instructions to Security Agent

 
	
  

 	
  

 	
  

 
	
 32.20.1

 	
  

 	
 Unless a contrary indication appears in a Finance
 Document, the Security Agent shall:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 exercise any right, power, authority or discretion
 vested in it as Security Agent in accordance
 with any instructions given to it by the Agent (or, if so instructed by the Agent,
 refrain from exercising any right, power, authority or discretion vested in
 it as Security Agent); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 not be
 liable for any act (or omission) if it acts (or refrains from taking any
 action) in accordance with such an instruction of the Agent (the Agent in
 each case acting on the instructions of the
 Majority Lenders (if applicable in accordance with the Finance Documents) or the Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.20.2

 	
  

 	
 Unless a contrary indication appears in a Finance
 Document, any instructions given by the Agent to the Security Agent in
 accordance with clause 32.20.1 will be binding on the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.20.3

 	
  

 	
 The
 Security Agent may refrain from acting in accordance with the instructions of
 the Agent until it has received such security as it may require for any cost,
 loss or liability (together with any associated
 VAT) which it may incur in complying with the instructions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.20.4

 	
  

 	
 In the absence of, or while awaiting, instructions from
 the Agent, (including in exceptional circumstances
 where time does not permit the Agent obtaining instructions from the Lenders
 and urgent action is required) the Security Agent may act (or refrain from
 taking action) as it considers to
 be in the best interest of the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.20.5

 	
  

 	
 The Security Agent is not authorised to act on behalf
 of another Finance Party (without first obtaining that Finance
 Party’s consent) in any legal or arbitration proceedings relating to any Finance Document but this is without prejudice
 to clauses 32.20.1 and 32.20.4, including the right to enforce the Security
 Documents in accordance with these clauses.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.21

 	
  

 	
 Order of application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.21.1

 	
  

 	
 The Security Agent agrees to apply the Trust Property in
 accordance with the following respective
 claims:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, as to a sum equivalent to the amounts payable to the
 Security Agent under the Finance
 Documents (excluding any amounts received by the Security Agent pursuant to clause 32.10 (Lenders’
 indemnity to the Agent) as extended to the Security Agent pursuant to clause 32.19 (Application of certain clauses to Security Agent)), for
 the Security Agent absolutely;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly, in accordance with the provisions of clause 35.5.1 (Partial payments), as to a sum equivalent to the aggregate amount then due and
 owing to the other Finance Parties
 under the Finance Documents, for those Finance Parties absolutely, and pro-rata to the amounts owing to them under the Finance
 Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly, until such time as the
 Security Agent is satisfied that all obligations owed to the Finance Parties have been irrevocably and
 unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further
 amounts owing to the Finance
 Parties under the Finance Documents and further application in accordance
 with this clause 32.21.1 as and when any such amounts later fall due;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly, to such other persons (if any) as are legally
 entitled thereto in priority to the Obligors;
 and

 


90










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly, as to the balance (if any), for the Obligors by
or from whom or from whose assets
the relevant amounts were paid, received or recovered or other person
entitled to them. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.21.2

 	
  

 	
 The Security Agent shall make each application as soon
 as is practicable after the relevant moneys
 are received by, or otherwise become available to, it save that (without
 prejudice to any other provision contained in
 any of the Security Documents) the Security Agent (acting on the instructions of the Agent) or any receiver or
 administrator may credit any moneys received by it to a suspense account for so long and in such manner as
 the Security Agent or such receiver or administrator
 may from time to time determine with a view to preserving the rights of the
 Finance Parties or any of them to prove for the whole of their
 respective claims against the Borrowers or any
 other person liable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.21.3

 	
  

 	
 The Security Agent shall obtain a good discharge in
 respect of the amounts expressed to be due to
 the other Finance Parties as referred to in this clause 32.21 by paying such
 amounts to the Agent for distribution in
 accordance with clause 35 (Payment
 mechanics).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.22

 	
  

 	
 Perpetuities

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The perpetuity period to the extent applicable to this
 Agreement and the other Finance Documents
 shall be 80 years from the date of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.23 

 	
  

 	
 Powers and duties of the Security Agent as trustee of
the security 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In its capacity as trustee in relation to the Trust
 Property and the Security Documents, the Security
 Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 shall, without prejudice to any of the powers,
 discretions and immunities conferred upon trustees by law (and to
 the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the
 same powers and discretions as a natural
 person acting as the beneficial owner of such property and/or as are
 conferred upon the Security Agent by this Agreement and/or any Security
 Document but so that the Security
 Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this
 Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 shall (subject to clause 32.21 (Order of application)) be entitled (in
 its own name or in the names of nominees) to invest moneys from time
 to time forming part of the Trust Property
 or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which, in
 the reasonable opinion of the Security Agent, it would not be practicable to distribute immediately, by
 placing the same on deposit in the name or under the control of the
 Security Agent as the Security Agent may think fit without being under any
 duty to diversify the same and the Security Agent shall not be responsible for any loss due to interest rate or
 exchange rate fluctuations except
 for any loss arising from the Security Agent’s gross negligence or wilful misconduct;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 may, in the conduct of its obligations under and in
 respect of the Security Documents (otherwise
 than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay
 any agent (whether being a lawyer or any other
 person) to transact or concur in transacting any business and to do or concur
 in doing any acts required to be done by the Security Agent (including the receipt and payment of money) and on the basis
 that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual
 professional and other charges for
 business transacted and acts done by him or any partner or employee of his or her in connection with such employment and
 (ii) the Security Agent shall not be bound to supervise, or be responsible
 for any loss incurred by reason of any act or omission of, any such
 agent if the Security Agent shall have exercised reasonable care in the selection of such agent; and

 


91










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 may place all deeds and other documents relating to the
 Trust Property which are from time
 to time deposited with it pursuant to the Security Documents in any safe
 deposit, safe or receptacle selected by the Security Agent
 exercising reasonable care or with any
 firm of solicitors or company whose business includes undertaking the safe
 custody of documents selected by the Security Agent exercising reasonable
 care and may make any such arrangements as it thinks fit for allowing
 Obligors access to, or its solicitors or auditors
 possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any
 loss incurred in connection with any such deposit, access or
 possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of
 solicitors or company (save that it shall take reasonable steps to
 pursue any person who may be liable to it in connection with such loss).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.24

 	
  

 	
 All enforcement action through the
 Security Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 None of
 the other Finance Parties shall have any independent power to enforce any of
 the Security Documents or to exercise any
 rights, discretions or powers or to grant any consents or releases under or
 pursuant to any of the Security Documents or otherwise have direct recourse
 to the security and/or guarantees constituted by any of the Security
 Documents except through the
 Security Agent. If any Lender is a party to any Security Document it shall
 promptly upon being requested by
 the Agent to do so grant power of attorney or other sufficient authority to
 the Security Agent to enable the Security Agent to exercise any
 rights, discretions or powers or to grant
 any consents or releases under such Security Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.25

 	
  

 	
 Co-operation to achieve agreed
 priorities of application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The other Finance Parties shall co-operate with each
 other and with the Security Agent and any receiver
 or administrator under the Security Documents in realising the property and
 assets subject to the Security Documents and in ensuring that the
 net proceeds realised under the Security
 Documents after deduction of the expenses of realisation are applied in
 accordance with clause 32.21 (Order of application).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.26

 	
  

 	
 Indemnity from Trust Property

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.26.1

 	
  

 	
 In respect of all liabilities, costs or expenses for
 which the Obligors are liable under this Agreement,
 the Security Agent and each Affiliate of the Security Agent and each officer
 or employee of the Security Agent or its
 Affiliate (each an “Indemnified Person”)
 shall be entitled to be indemnified out of the
 Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or
 suffered by such Indemnified Person:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the
 execution or exercise or bona fide purported execution or exercise of the
 trusts, rights, powers, authorities,
 discretions and duties created or conferred by or pursuant to the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 as a result of any breach by an Obligor of any of its
 obligations under any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in respect of any Environmental Claim made or asserted
 against an Indemnified Person which would not have arisen if the Finance
 Documents had not been executed; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in
 respect of any matter or thing done or omitted in any way in accordance with
 the terms of the Finance Documents
 relating to the Trust Property or the provisions of any of the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.26.2

 	
  

 	
 The rights conferred by this clause 32.26 are without
 prejudice to any right to indemnity by law given to trustees
 generally and to any provision of the Finance Documents entitling the
 Security Agent or any other person to an
 indemnity in respect of, and/or reimbursement of, any liabilities, costs or
 expenses incurred or suffered by it in connection with any of the Finance
 Documents or the performance of any duties under any of the Finance
 Documents. Nothing contained in this clause 32.26 shall entitle the Security
 Agent or any other person to be indemnified in respect of

 


92







	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any liabilities, damages, costs, claims, charges or
 expenses to the extent that the same arise from
 such person’s own gross negligence or wilful misconduct.

 
	
  

 	
  

 	
  

 
	
 32.27

 	
  

 	
 Finance Parties to provide information

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The other Finance Parties shall provide the Security
 Agent with such written information as it may
 reasonably require for the purposes of carrying out its duties and
 obligations under the Security Documents and, in
 particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and
 applications contemplated by clause 32.21  (Order of application) above
 and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated
 by the Security Documents, clause 35.5 (Partial
 payments) and clause 32.21 (Order
 of application).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.28

 	
  

 	
 Release to facilitate enforcement and
 realisation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Finance Party acknowledges that pursuant to any enforcement action by the
 Security Agent (or a Receiver) carried
 out on the instructions of the Agent it may be desirable for the purpose of such enforcement and/or maximising
 the realisation of the Charged Property being enforced against, that
 any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties
 against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as
 contained in or created by any Finance Document, other than such
 rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or
 realisation and, notwithstanding any other provision of the Finance
 Documents, each Finance Party hereby irrevocably authorises the Security
 Agent (acting on the instructions of the Agent) to grant any such releases to
 the extent necessary to fully effect such
 enforcement action and realisation including, without limitation, to the
 extent necessary for such purposes
 to execute release documents in the name of and on behalf of the Finance
 Parties. Where the relevant enforcement is by way of disposal of shares in a
 Borrower, the requisite release shall include releases of all claims
 (including under guarantees) of the Finance Parties and/or the Security Agent
 against such Borrower and of all Security Interests over the assets of such Borrower.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.29

 	
  

 	
 Undertaking to pay

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each
 Obligor which is a Party undertakes with the Security Agent on behalf of the
 Finance Parties that it will, on demand by the Security Agent, pay to the
 Security Agent all money from time to time owing, and discharge all other
 obligations from time to time incurred, by it under or in connection with the Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 32.30

 	
  

 	
 Additional trustees

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Security Agent shall have power by notice in
 writing to the other Finance Parties and the Borrowers
 to appoint any person approved by the Majority Lenders (such approval not to
 be unreasonably withheld or delayed)
 either to act as separate trustee or as co-trustee jointly with the Security Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if the Security Agent reasonably considers such
 appointment to be in the best interests of
 the Finance Parties;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 for the purpose of conforming with any legal
 requirement, restriction or condition in any jurisdiction in which any
 particular act is to be performed; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 for the purpose of obtaining a judgment in any
 jurisdiction or the enforcement in any jurisdiction
 against any person of a judgment already obtained,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and any
 person so appointed shall (subject to the provisions of this Agreement) have
 such rights (including as to reasonable
 remuneration), powers, duties and obligations as shall be conferred or
 imposed by the instrument of appointment. The Security Agent shall have power
 to remove any person so appointed. At the request of the Security Agent, the
 other parties to this Agreement shall
 forthwith execute all such documents and do all such things as may be

 


93










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 required to perfect such
 appointment or removal and each such party irrevocably authorises the
 Security Agent in its name and on its behalf to do the same. Such a person
 shall accede to this Agreement as a
 Security Agent to the extent necessary to carry out their role on terms satisfactory
 to the Security Agent and (subject always to the provisions of this
 Agreement) have such trusts, powers, authorities, liabilities and discretions
 (not exceeding those conferred on the Security
 Agent by this Agreement and the other Finance Documents) and such duties and obligations as shall be conferred or imposed by
 the instrument of appointment (being no less onerous than would have applied
 to the Security Agent but for the appointment). The Security Agent
 shall not be bound to supervise, or be responsible for any loss incurred by
 reason of any act or omission of, any such
 person if the Security Agent shall have exercised reasonable care in the selection of such person.

 
	
  

 	
  

 	
  

 
	
 32.31

 	
  

 	
 Non-recognition of trust

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 It is agreed
 by all the parties to this Agreement that:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in relation
 to any jurisdiction the courts of which would not recognise or give effect to
 the trusts expressed to be constituted by this clause 32, the relationship
 of the Security Agent and the other Finance Parties shall be construed
 as one of principal and agent, but to the extent permissible
 under the laws of such jurisdiction, all the other provisions of this Agreement shall have full
 force and effect between the parties to this Agreement; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the provisions
 of this clause 32 insofar as they relate to the Security Agent in its capacity as
 trustee for the Finance Parties and the relationship between themselves and the
 Security Agent as their trustee may be amended by agreement between the other Finance
 Parties and the Security Agent. The Security Agent may amend all documents
 necessary to effect the alteration of the relationship between the Security Agent and the
 other Finance Parties and each such other party irrevocably authorises the Security
 Agent in its name and on its behalf to execute all documents necessary to effect such
 amendments.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33

 	
  

 	
 Conduct of business by the Finance Parties

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.1 

 	
  

 	
 Finance
Parties tax affairs 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No provision
 of this Agreement will:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 interfere
 with the right of any Finance Party to arrange its affairs (tax or otherwise)
 in whatever
 manner it thinks fit; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 oblige any
 Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the
 extent, order and manner of any claim; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 oblige any
 Finance Party to disclose any information relating to its affairs (tax or otherwise)
 or any computations in respect of Tax.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.2

 	
  

 	
 Finance Parties acting together

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding
 clause 2.2 (Finance Parties’ rights and
 obligations), if the Agent makes a declaration under clause 28.24 (Acceleration) the Agent shall, in the
 names of all the Finance Parties, take such action on behalf of the Finance
 Parties and conduct such negotiations with the Borrowers, any Obligors or
 any Subsidiaries of an Obligor and generally administer the Facilities in accordance with the
 wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this clause and no
 Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the
 prior consent of the Majority Lenders.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This clause
 shall not override clause 32 (Roles of
 Agent, Security Agent and Arranger) as it applies to
 the Security Agent.

 


94










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.3

 	
  

 	
 Majority Lenders

 
	
  

 	
  

 	
  

 
	
 33.3.1

 	
  

 	
 Where any
Finance Document provides for any matter to be determined by reference to the
opinion of, or
to be subject to the consent, approval or request of, the Majority Lenders or
for any action to be taken on the instructions
of the Majority Lenders (a “majority decision”), such majority decision shall (as between the Lenders)
only be regarded as having been validly given or issued by the Majority
Lenders if all the Lenders shall have received prior notice of the matter on
which such majority decision is required and the relevant majority of Lenders
shall have given or issued such majority decision. However (as between any
Obligor and the Finance Parties) the relevant
Obligor shall be entitled (and bound) to assume that such notice shall have
been duly received by each Lender
and that the relevant majority shall have been obtained to constitute Majority
Lenders when notified to this effect by the Agent whether or not this is the
case.  

 
	
  

 	
  

 	
  

 
	
 33.3.2

 	
  

 	
 If, within
 ten Business Days of the Agent despatching to each Lender a notice requesting
 instructions
 (or confirmation of instructions) from the Lenders or the agreement of the
 Lenders to any amendment, modification, waiver, variation or excuse of
 performance for the purposes of, or in
 relation to, any of the Finance Documents, the Agent has not received a reply
 specifically giving or confirming
 or refusing to give or confirm the relevant instructions or, as the case may
 be, approving or refusing to approve
 the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of
 whether such Lender responds at a later date) the Agent shall treat any Lender which has not so
 responded as having indicated a desire to be bound by the wishes of 662⁄3% of those Lenders (measured in terms
 of the Total Commitments of those
 Lenders) which have so responded, provided that such Lenders include (a) the
 Original KEXIM Facility Lender for so long as it remains a KEXIM
 Facility Lender and (b) DNB Bank ASA for so long as it remains a Commercial
 Facility Lender. 

 
	
  

 	
  

 	
  

 
	
 33.3.3

 	
  

 	
 For the
 purposes of clause 33.3.2, any Lender which notifies the Agent of a wish or
 intention to abstain
 on any particular issue shall be treated as if it had not responded. 

 
	
  

 	
  

 	
  

 
	
 33.4

 	
  

 	
 Conflicts

 
	
  

 	
  

 	
  

 
	
 33.4.1

 	
  

 	
 Each Borrower
acknowledges that any Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary
undertakings (together an Arranger Group) may be providing debt finance, equity capital or other services
(including financial advisory services) to other persons with which the Borrowers may have
conflicting interests in respect of the Facilities or otherwise. 

 
	
  

 	
  

 	
  

 
	
 33.4.2

 	
  

 	
 No member of
 an Arranger Group shall use confidential information gained from any Obligor
 by virtue of
 the Facilities or its relationships with any Obligor in connection with their
 performance of services for other persons. This shall not, however, affect
 any obligations that any member of an Arranger
 Group has as Agent in respect of the Finance Documents. The Borrowers also acknowledge that no member of an Arranger Group
 has any obligation to use or furnish to any Obligor information
 obtained from other persons for their benefit. 

 
	
  

 	
  

 	
  

 
	
 33.4.3

 	
  

 	
 The terms parent undertaking, subsidiary undertaking and fellow subsidiary undertaking when used in
 this clause have the meaning given to them in sections 1161 and 1162 of the Companies
 Act 2006.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.5

 	
  

 	
 Replacement of a Defaulting Lender

 
	
  

 	
  

 	
  

 
	
 33.5.1

 	
  

 	
 The Borrowers may, at any time a
 Lender has become and continues to be a Defaulting Lender, by giving 20
 Business Days’ prior written notice to the Agent and such Lender: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 replace such
 Lender by requiring such Lender to (and to the extent permitted by law such Lender
 shall) transfer pursuant to clause 30 (Changes
 to the Lenders) all (and not part only) of its rights and obligations under this
 Agreement; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 require such
 Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to
 clause 30 (Changes to the Lenders) all
 (and not part only) of the undrawn Commitment of the Lender,

 


95










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to a Lender
 or other bank, financial institution or other regulated investment company (a
 “Replacement Lender”) selected
 by the Borrowers, and which is acceptable to the Agent (acting reasonably)
 and (in the case of any transfer of any undrawn Commitments), which confirms
 its willingness to assume and does assume all the obligations or all the
 relevant obligations of the transferring Lender (including the
 assumption of the transferring Lender’s participations or unfunded
 participations (as the case may be) on the same basis as the transferring
 Lender) for a purchase price in cash payable at the time of transfer equal to
 the outstanding principal amount of such Lender’s participation in the
 outstanding Utilisations and all accrued interest, Break
 Costs and other amounts payable in relation thereto under the Finance
 Documents.

 
	
  

 	
  

 	
  

 
	
 33.5.2

 	
  

 	
 Any transfer
 of rights and obligations of a Defaulting Lender pursuant to this clause
 shall be subject to the following conditions:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the
 Borrowers shall have no right to replace the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 neither the
 Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find a
 Replacement Lender;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the transfer
 must take place no later than 20 days after the notice referred to in clause 33.5.1; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in no event
 shall the Defaulting Lender be required to pay or surrender to the Replacement
 Lender any of the fees received by the Defaulting Lender pursuant to the Finance
 Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34

 	
  

 	
 Sharing among the Finance Parties

 
	
  

 	
  

 	
  

 
	
 34.1

 	
  

 	
 Payments to Finance Parties

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If a Finance
 Party (a Recovering Finance Party)
 receives or recovers any amount from an Obligor other than in accordance with clause 35 (Payment mechanics) and applies that
 amount to a payment due under the Finance Documents then: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Recovering
 Finance Party shall, within three Business Days, notify details of the receipt or
 recovery, to the Agent;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent
 shall determine whether the receipt or recovery is in excess of the amount
 the Recovering Finance Party would have been paid had the receipt or
 recovery been received or made by the Agent and distributed in
 accordance with clause 35 (Payment mechanics), without taking account of any Tax
 which would be imposed on the Agent in relation to the receipt, recovery or
 distribution; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the
 Recovering Finance Party shall, within three Business Days of demand by the
 Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
 recovery less any amount which the Agent determines may be
 retained by the Recovering Finance Party as its share of
 any payment to be made, in accordance with clause 35.5  (Partial payments).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.2

 	
  

 	
 Redistribution of payments

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent
 shall treat the Sharing Payment as if it had been paid by the relevant
 Obligor and distribute it between the Finance Parties (other than
 the Recovering Finance Party) in accordance with clause 35.5 (Partial payments).

 
	
  

 	
  

 	
  

 
	
 34.3

 	
  

 	
 Recovering Finance Party’s rights

 
	
  

 	
  

 	
  

 
	
 34.3.1

 	
  

 	
 On a
 distribution by the Agent under clause 34.2 (Redistribution
 of payments), the Recovering Finance Party will be
 subrogated to the rights of the Finance Parties which have shared in the redistribution.

 


96










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.3.2

 	
  

 	
 If and to the extent that the Recovering Finance Party
 is not able to rely on its rights under clause 34.3.1
 above, the relevant Obligor shall be liable to the Recovering Finance Party
 for a debt equal to the Sharing Payment
 which is immediately due and payable.

 
	
  

 	
  

 	
  

 
	
 34.4

 	
  

 	
 Reversal of redistribution

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any part of the Sharing Payment received or recovered
 by a Recovering Finance Party becomes
 repayable and is repaid by that Recovering Finance Party, then:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 each Finance Party which has received a share of the
 relevant Sharing Payment pursuant
 to clause 34.2 (Redistribution of
 payments) shall, upon request of the Agent, pay to the Agent for
 account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment
 (together with an amount as is necessary to reimburse
 that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering
 Finance Party is required to pay); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 that
 Recovering Finance Party’s rights of subrogation in respect of any
 reimbursement shall be cancelled and the
 relevant Obligor will be liable to the reimbursing Lender for the amount so reimbursed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 34.5

 	
  

 	
 Exceptions

 
	
  

 	
  

 	
  

 
	
 34.5.1

 	
  

 	
 This clause 34 shall not apply to the extent that the
 Recovering Finance Party would not, after making any payment
 pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.

 
	
  

 	
  

 	
  

 
	
 34.5.2

 	
  

 	
 A Recovering Finance Party is not obliged to share
 with any other Finance Party any amount which
 the Recovering Finance Party has received or recovered as a result of taking
 legal or arbitration proceedings in
 accordance with the terms of this Agreement, if:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 it notified that other Finance Party of the legal or
 arbitration proceedings; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 that other Finance Party had an opportunity to
 participate in those legal or arbitration proceedings
 but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration
 proceedings.

 


97







SECTION 10 -ADMINISTRATION


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35

 	
  

 	
 Payment mechanics

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1

 	
  

 	
 Payments to the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1.1

 	
  

 	
 On each date on which an Obligor or a Lender is required to make a
 payment under a Finance Document (other than a Hedging Contract), that
 Obligor or Lender shall make the same available to the Agent (unless a
 contrary indication appears in a Finance Document) for value on the due date
 at the time and in such funds specified by the Agent as being customary at
 the time for settlement of transactions in the relevant currency in the place
 of payment.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.1.2

 	
  

 	
 Payment shall be made to such account in the principal financial
 centre of the country of that currency (or, in relation to euro, in a
 principal financial centre in a Participating Member State or London) with
 such bank as the Agent specifies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.2

 	
  

 	
 Distributions by the Agent

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each payment received by the Agent under the Finance Documents for
 another Party shall, subject to clause 35.3 (Distributions
 to an Obligor) and clause 35.4 (Clawback) be made available by the Agent as soon
 as practicable after receipt to the Party entitled to receive payment in
 accordance with this Agreement (in the case of a Lender, for the account of
 its Facility Office), to such account as that Party may notify to the Agent
 by not less than five Business Days’ notice with a bank in the principal
 financial centre of the country of that currency (or, in relation to euro, in
 the principal financial centre of a Participating Member State or London).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.3

 	
  

 	
 Distributions to an Obligor

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Agent may (with the consent of the Obligor or in accordance with
 clause 36 (Set-off)) apply any amount received by it for
 that Obligor in or towards payment (on the date and in the currency and funds
 of receipt) of any amount due from that Obligor under the Finance Documents
 or in or towards purchase of any amount of any currency to be so applied.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4

 	
  

 	
 Clawback

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4.1

 	
  

 	
 Where a sum is to be paid to the Agent under the Finance Documents
 for another Party, the Agent is not obliged to pay that sum to that other
 Party (or to enter into or perform any related exchange contract) until it
 has been able to establish to its satisfaction that it has actually received
 that sum.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.4.2

 	
  

 	
 If the Agent pays an amount to another Party and it proves to be the
 case that the Agent had not actually received that amount, then the Party to
 whom that amount (or the proceeds of any related exchange contract) was paid
 by the Agent shall on demand refund the same to the Agent together with
 interest on that amount from the date of payment to the date of receipt by
 the Agent, calculated by the Agent to reflect its cost of funds.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5

 	
  

 	
 Partial payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.1

 	
  

 	
 If the Agent receives a payment for application against amounts due
 under the Finance Documents that is insufficient to discharge all the amounts
 then due and payable by an Obligor under those Finance Documents, the Agent
 shall apply that payment towards the obligations of that Obligor under those
 Finance Documents in the following order:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 first, in or towards payment pro rata of
 any unpaid fees, costs and expenses (ignoring any fees payable under clause
 11 (Fees)) of the Agent, the Security Agent or the Arrangers under those
 Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 secondly, in or towards payment to the
 Lenders pro rata of any amount owing to the Lenders under clause 32.10 (Lenders’ indemnity to the Agent) including
 any amount

 


98










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 resulting from the indemnity to the Security Agent under clause
 32.19.1 (Application of certain clauses to
 Security Agent);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 thirdly, in or towards payment to the
 Lenders pro rata of any accrued interest, fee or commission due but unpaid
 under those Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 fourthly, in or towards payment to the
 Lenders pro rata of any principal which is due but unpaid under those Finance
 Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 fifthly, in or towards payment pro rata of
 any other sum due but unpaid under (a) the Hedging Contracts and (b) any
 other Finance Documents.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.2

 	
  

 	
 The Agent shall, if so directed by all the Lenders and the Hedging
 Provider, vary the order set out in paragraphs (b) to (e) of clause 35.5.1.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.5.3

 	
  

 	
 Clauses 35.5.1 and 35.5.2 above will override any appropriation made
 by an Obligor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.6

 	
  

 	
 No set-off by Obligors

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All payments to be made by an Obligor under the Finance Documents
 shall be calculated and be made without (and free and clear of any deduction
 for) set-off or counterclaim.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7

 	
  

 	
 Business Days

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7.1

 	
  

 	
 Any payment which is due to be made on a day that is not a Business
 Day shall be made on the next Business Day in the same calendar month (if
 there is one) or the preceding Business Day (if there is not).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.7.2

 	
  

 	
 During any extension of the due date for payment of any principal or
 Unpaid Sum under this Agreement interest is payable on the principal or
 Unpaid Sum at the rate payable on the original due date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8

 	
  

 	
 Currency of account

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.1

 	
  

 	
 Subject to clauses 35.8.2 to 35.8.3, dollars is the currency of
 account and payment for any sum due from an Obligor under any Finance
 Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.2

 	
  

 	
 A repayment of all or part of the Loan or an Unpaid Sum and each
 payment of interest shall be made in dollars on its due date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.3

 	
  

 	
 Each payment in respect of the amount of any costs, expenses or Taxes
 or other losses shall be made in dollars and, if they were incurred in a
 currency other than dollars, the amount payable under the Finance Documents
 shall be the equivalent in dollars of the relevant amount in such other
 currency on the date on which it was incurred.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.8.4

 	
  

 	
 All moneys received or held by the Security Agent or by a Receiver
 under a Security Document in a currency other than dollars may be sold for
 dollars and the Obligor which executed that Security Document shall indemnify
 the Security Agent against the full cost in relation to the sale. Neither the
 Security Agent nor such Receiver will have any liability to that Obligor in
 respect of any loss resulting from any fluctuation in exchange rates after
 the sale.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 35.9

 	
  

 	
 Disruption to Payment Systems etc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If either the Agent determines (in its discretion) that a Disruption
 Event has occurred or the Agent is notified by the Borrowers that a Disruption
 Event has occurred:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 the Agent may, and shall, upon instructions from the Majority
 Lenders, consult with the Borrowers with a view to agreeing with the
 Borrowers such changes to the operation or administration of the Facilities
 as the Agent may deem necessary in the circumstances;

 


99










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 the Agent shall promptly notify the Finance Parties of any such
 determination or notice from either Borrower but in any event no later than
 five Business Days after the date on which such determination was made or
 notice of such determination was received;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 the Agent shall, upon instructions from the Majority Lenders, consult
 with the Finance Parties in relation to any changes mentioned in paragraph
 (a) above but shall not be entitled to take any action to implement any
 changes to the operation or administration of the Facilities without the
 instructions of the Lenders and clause 32.7.4 shall not apply in such
 circumstances pending receipt by the Agent of the Lenders’ instructions;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 any such changes agreed upon by the Agent, acting upon instructions
 from the Majority Lenders, and the Borrowers shall (whether or not it is
 finally determined that a Disruption Event has occurred) be binding upon the
 Parties as an amendment to (or, as the case may be, waiver of) the terms of
 the Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (e)

 	
 the Agent shall notify the Finance Parties of all changes agreed
 pursuant to paragraph (d) above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 36

 	
  

 	
 Set-off

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Finance Party may set off any matured obligation due from an
 Obligor under the Finance Documents (to the extent beneficially owned by that
 Finance Party) against any matured obligation owed by that Finance Party to
 that Obligor, regardless of the place of payment, booking branch or currency of
 either obligation. If the obligations are in different currencies, the
 Finance Party may convert either obligation at a market rate of exchange in
 its usual course of business for the purpose of the set-off.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37

 	
  

 	
 Notices

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.1

 	
  

 	
 Communications in writing

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any communication to be made under or in connection with the Finance
 Documents shall be made in writing and, unless otherwise stated, may be made
 by fax or letter.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.2

 	
  

 	
 Addresses

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The address, and fax number (and the department or officer, if any,
 for whose attention the communication is to be made) of each Obligor or
 Finance Party for any communication or document to be made or delivered under
 or in connection with the Finance Documents is:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in the case of any Obligor which is a Party, that identified with its
 name in Schedule 1 (The original parties);

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 in the case of any Obligor which is not a Party, that identified in
 any Finance Document to which it is a party;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 in the case of any Original Lender, the Security Agent, the Agent and
 any other original Finance Party that identified with its name in Schedule 1 (The original parties); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 in the case of each other Lender or Finance Party, that notified in
 writing to the Agent on or prior to the date on which it becomes a Party in
 the relevant capacity,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or, in each case, any substitute address, fax number, or department
 or officer as an Obligor or Finance Party may notify to the Agent (or the
 Agent may notify to the other Parties, if a change is made by the Agent) by
 not less than five Business Days’ notice.

 


100










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3

 	
  

 	
 Delivery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.1

 	
  

 	
 Any communication or document made or delivered by one person to
 another under or in connection with the Finance Documents will only be
 effective:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 if by way of fax, when received in legible form; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if by way of letter, when it has been left at the relevant address or
 five Business Days after being deposited in the post postage prepaid in an envelope
 addressed to it at that address,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, if a particular department or officer is specified as part of
 its address details provided under clause 37.2 (Addresses), if
 addressed to that department or officer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.2

 	
  

 	
 Any communication or document to be made or delivered to the Agent or
 the Security Agent will be effective only when actually received by the Agent
 or the Security Agent and then only if it is expressly marked for the
 attention of the department or officer identified in Schedule 1 (The original parties) (or any
 substitute department or officer as the Agent or the Security Agent shall
 specify for this purpose).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.3

 	
  

 	
 All notices from or to an Obligor shall be sent through the Agent.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.3.4

 	
  

 	
 Any communication or document made or delivered to the Borrowers in
 accordance with this clause will be deemed to have been made or delivered to
 each of the Obligors.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.4

 	
  

 	
 Notification of address and fax number

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Promptly upon receipt of notification of an address and fax number or
 change of address or fax number pursuant to clause 37.2 (Addresses) or changing its own address
 or fax number, the Agent shall notify the other Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5

 	
  

 	
 Electronic communication (Finance Parties)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5.1

 	
  

 	
 Any communication to be made between the Agent and a Lender, the
 Hedging Provider, or the Security Agent under or in connection with the
 Finance Documents may be made by electronic mail or other electronic means,
 if the Agent and the relevant Lender or the Hedging Provider or the Security
 Agent:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 agree that, unless and until notified to the contrary, this is to be
 an accepted form of communication;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 notify each other in writing of their electronic mail address and/or
 any other information required to enable the sending and receipt of
 information by that means; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their address or any other such
 information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Finance Parties hereby confirm that unless and until notified to
 the contrary, communication by electronic mail or other electronic means is
 an accepted form of communication.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.5.2

 	
  

 	
 Any electronic communication made between the Agent, the Hedging
 Provider and a Lender or the Security Agent will be effective only when
 actually received in readable form and in the case of any electronic
 communication made by a Lender, the Hedging Provider or the Security Agent to
 the Agent only if it is addressed in such a manner as the Agent shall specify
 for this purpose.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6

 	
  

 	
 Electronic Communications (Obligors)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.1

 	
  

 	
 Any general communication made between any Finance Party and any
 Obligor, may be made by electronic mail or other electronic means
 (irrespective of any associated risks) if the parties:

 


101










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 agree that, unless and until notified to the contrary, this is to be
 an accepted form of communication;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 notify each other in writing of their electronic mail address and/or
 any other information required to enable the sending and receipt of
 information by that means; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 notify each other of any change to their address or any other such
 information supplied by them.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each of the Finance Parties and each Obligor hereby confirm that
 unless and until notified to the contrary, communication by electronic mail
 is an acceptable form of general communication.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.2

 	
  

 	
 Each of the Finance Parties and each Obligor agrees and confirms that
 any communications which involves the giving or receiving of notice (of any
 nature) under this Agreement or relates to the making of requests or demands
 under this Agreement may only be made in accordance with clause 37.3 (Delivery).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.6.3

 	
  

 	
 Any electronic communication made between any Obligor and any Finance
 Party will be effective only when actually received in readable form and in
 the case of any electronic communication made by an Obligor to any Finance
 Party only if it is addressed in such a manner as that Finance Party shall
 specify for this purpose.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7

 	
  

 	
 English language

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7.1

 	
  

 	
 Any notice given under or in connection with any Finance Document
 shall be in English.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 37.7.2

 	
  

 	
 All other documents provided under or in connection with any Finance
 Document shall be:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 in English; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 if not in English, and if so required by the Agent, accompanied by a
 certified English translation and, in this case, the English translation will
 prevail unless the document is a constitutional, statutory or other official
 document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38

 	
  

 	
 Calculations and certificates

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.1

 	
  

 	
 Accounts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In any litigation or arbitration proceedings arising out of or in
 connection with a Finance Document, the entries made in the accounts
 maintained by a Finance Party are prima
 facie evidence of the matters to which they relate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.2

 	
  

 	
 Certificates and determinations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any certification or determination by the Agent of a rate or amount
 under any Finance Document is in the absence of manifest error, conclusive
 evidence of the matters to which it relates.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 38.3

 	
  

 	
 Day count convention

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any interest, commission or fee accruing under a Finance Document
 will accrue from day to day and is calculated on the basis of the actual
 number of days elapsed and a year of 360 days or, in any case where the
 practice in the Interbank Market differs, in accordance with that market
 practice.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 39

 	
  

 	
 Partial invalidity

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If, at any time, any provision of the Finance Documents is or becomes
 illegal, invalid or unenforceable in any respect under any law of any
 jurisdiction, neither the legality, validity or

 


102










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 enforceability of the remaining provisions nor the legality, validity
 or enforceability of such provision under the law of any other jurisdiction
 will in any way be affected or impaired.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 40

 	
  

 	
 Remedies and waivers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No failure to exercise, nor any delay in exercising, on the part of
 any Finance Party, any right or remedy under the Finance Documents shall
 operate as a waiver, nor shall any single or partial exercise of any right or
 remedy prevent any further or other exercise or the exercise of any other
 right or remedy. The rights and remedies provided in the Finance Documents
 are cumulative and not exclusive of any rights or remedies provided by law.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41

 	
  

 	
 Amendments and grant of waivers

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1

 	
  

 	
 Required consents

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.1

 	
  

 	
 Any term of the Finance Documents may be amended or waived, or a
 consent given by the Agent in respect of such term or the Agent may provide
 its opinion with respect to such term, with the consent of the Agent acting
 on the instructions of all of the Lenders unless such Finance Documents
 provides that such amendment or waiver may be made with the consent of the
 Majority Lenders and, if it affects the rights and obligations of the Security
 Agent or the Agent, the consent of the Agent or the Security Agent and any
 such amendment or waiver agreed or given by the Agent will be binding on the
 other Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.2

 	
  

 	
 The Agent may (or, in the case of the Security Documents, instruct
 the Security Agent to) effect, on behalf of any Finance Party, any amendment
 or waiver permitted by this clause.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.3

 	
  

 	
 Amendments to or waivers in respect of the Hedging Contracts may only
 be agreed by the Hedging Provider.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.4

 	
  

 	
 An amendment or waiver which relates to the rights or obligations of
 the Agent, the Security Agent or the Arrangers in their respective capacities
 as such (and not just as a Lender) may not be effected without the consent of
 the Agent, Security Agent or the Arrangers (as the case may be).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.1.5

 	
  

 	
 Notwithstanding clauses 41.1.1 to 41.1.4 (inclusive), the Agent may
 make technical amendments to the Finance Documents arising out of manifest
 errors on the face of the Finance Documents, where such amendments would not
 prejudice or otherwise be adverse to the interests of any Finance Party
 without any reference or consent of the Finance Parties.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.2

 	
  

 	
 Releases

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except with the approval of the Lenders or as is expressly permitted
 or required by the Finance Documents, the Agent shall not have authority to
 authorise the Security Agent to release:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 any Charged Property from the security constituted by any Security
 Document; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 any Obligor from any of its guarantee or other obligations under any
 Finance Document.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 42

 	
  

 	
 Counterparts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Finance Document may be executed in any number of counterparts,
 and this has the same effect as if the signatures on the counterparts were on
 a single copy of the Finance Document.

 


103







SECTION 11 - GOVERNING LAW AND
ENFORCEMENT


	
  

 	
  

 	
  

 	
  

 
	
 43

 	
  

 	
 Governing
 law

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement and any
 non-contractual obligations connected with it are governed by English law.

 
	
  

 	
  

 	
  

 
	
 44

 	
  

 	
 Enforcement

 
	
  

 	
  

 	
  

 
	
 44.1

 	
  

 	
 Jurisdiction of
 English courts

 
	
  

 	
  

 	
  

 
	
 44.1.1

 	
  

 	
 The
courts of England have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement or any non-contractual
obligations connected with it (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute). 

 
	
  

 	
  

 	
  

 
	
 44.1.2

 	
  

 	
 The
 Parties agree that the courts of England are the most appropriate and
 convenient courts to settle Disputes and accordingly no Party will argue to
 the contrary.

 
	
  

 	
  

 	
  

 
	
 44.1.3

 	
  

 	
 This
 clause 44.1 is for the benefit of the Finance Parties only. As a result, no
 Finance Party shall be prevented from taking proceedings relating to a
 Dispute in any other courts with jurisdiction. To the extent allowed by law,
 the Finance Parties may take concurrent proceedings in any number of jurisdictions.

 
	
  

 	
  

 	
  

 
	
 44.2

 	
  

 	
 Service of process

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Without
 prejudice to any other mode of service allowed under any relevant law, each
 Obligor which is a Party:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 irrevocably
 appoints the person named in Schedule 1 (The original parties) as that Obligor’s English process agent as
 its agent for service of process in relation to any proceedings before the
 English courts in connection with any Finance Document;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 agrees
 that failure by a process agent to notify the relevant Obligor of the process
 will not invalidate the proceedings concerned; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 if any
 person appointed as process agent for an Obligor is unable for any reason to
 act as agent for service of process, that Obligor must immediately (and in
 any event within ten days of such event taking place) appoint another agent
 on terms acceptable to the Agent. Failing this, the Agent may appoint another
 agent for this purpose.

 



          This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


104






Schedule 1 

The original parties


	
  

 	
  

 	
  

 
	
 Borrowers

 
	
 Name

 	
  

 	
 GAS-three Ltd.

 
	

 


 	
  

 	

 


 
	
 Jurisdiction
 of incorporation

 	
  

 	
 Bermuda

 
	
 Registration
 number (or

 equivalent, if any)

 	
  

 	
  

 
	
 English
 process agent (if 

 not incorporated in 

 England)

 	
  

 	
 Unisea Maritime Ltd. 

 
	
 Registered
 office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

 
	
 Address
 for service of 

 notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco SAM, Gildo
 Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 
	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 GAS-four Ltd.

 
	

 


 	
  

 	

 


 
	
 Jurisdiction
 of incorporation

 	
  

 	
 Bermuda

 
	
 Registration
 number (or

 equivalent, if any)

 	
  

 	
  

 
	
 English
 process agent (if 

 not incorporated in 

 England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered
 office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

 
	
 Address
 for service of 

 notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco SAM, Gildo
 Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 
	
  

 	
  

 	
  

 
	
 GasLog (as Guarantor)

 
	
 Name of GasLog

 	
  

 	
 GasLog Ltd.

 
	

 


 	
  

 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	
 Registration number (or 

 equivalent, if any)

 	
  

 	
 33928

 
	
 English process agent (if not 

 incorporated in England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

 
	
 Address for service of
notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco SAM, Gildo
 Pastor

 
	
  

 	
  

 	
 Center, 7, rue du Gabian, MC98000, Monaco

 
	
  

 	
  

 	
  

 
	
 GasLog Carriers (as Guarantor)

 
	
 Name of GasLog Carriers

 	
  

 	
 GasLog Carriers Ltd.

 
	

 


 	
  

 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	
 Registration number (or

 equivalent, if any)

 	
  

 	
 41493

 
	
 English process agent (if not 

 incorporated in England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

 
	
 Address for service of
notices

 	
  

 	
 Mr. Henrik Bjerregaard, c/o Gaslog Monaco SAM, Gildo
 Pastor

 Center, 7, rue du Gabian, MC98000, Monaco

 


105










	
  

 	
  

 	
  

 
	
 GasLog LNG (as Manager)

 
	
 Name of GasLog LNG

 	
  

 	
 GasLog LNG Services Ltd.

 
	

 


 	
  

 	

 


 
	
 Jurisdiction of incorporation

 	
  

 	
 Bermuda

 
	
 Registration number (or

 equivalent, if any)

 	
  

 	
 35655

 
	
 English process agent (if not 

 incorporated in England)

 	
  

 	
 Unisea Maritime Ltd.

 
	
 Registered office

 	
  

 	
 Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

 
	
 Address for service of
notices

 	
  

 	
 Mr. Theodoros Katemidis, 69 Akti Miaouli, Piraeus GR
 18546, Greece.

 






106











	
  

 	
  

 	
  

 
	
 The Original Commercial Facility Lender

 
	
 Name

 	
  

 	
 DNB Bank ASA

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s
 Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8SY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For credit
 matters:

 
	
  

 	
  

 	
 Attn: Shipping
 Department

 
	
  

 	
  

 	
 Fax: +44(0)20 7626
 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan
 administration matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283
 4430

 
	
 Commercial
 Facility Commitment ($)

 	
  

 	
 80,000,000

 
	
  

 	
  

 	
  

 
	
 The Original KEXIM Facility Lender

 
	
 Name

 	
  

 	
 The Export-Import
 Bank of Korea

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 Lending
 Office

 
	
 and
 attention details for notices and

 	
  

 	
  

 
	
 account
 details for payments

 	
  

 	
 The Export-Import
 Bank of Korea

 
	
  

 	
  

 	
 16-1, Yoido-dong,
 Youngdeungpo-gu

 
	
  

 	
  

 	
 Seoul, 150-996

 
	
  

 	
  

 	
 Republic of Korea

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address
 for Notices

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Export-Import
 Bank of Korea

 
	
  

 	
  

 	
 16-1, Yoido-dong,
 Youngdeungpo-gu

 
	
  

 	
  

 	
 Seoul, 150-996

 
	
  

 	
  

 	
 Republic of Korea

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax: +822 3779
 6745

 
	
  

 	
  

 	
 Attn: Ship Finance
 Department

 
	
 KEXIM
 Facility Commitment ($)

 	
  

 	
 192,500,000

 
	
  

 	
  

 	
  

 
	
 Total
 Commitments

 	
  

 	
 $272,500,000

 
	
  

 	
  

 	
  

 
	
 The Hedging Provider

 
	
 Name

 	
  

 	
 DNB Bank ASA,
 London Branch

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s
 Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8SY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
 For credit
 matters:

 
	
  

 	
  

 	
 Attn: Shipping
 Department

 
	
  

 	
  

 	
 Fax: +44(0)20 7626
 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan administration
 matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283
 4430

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 The Agent

 
	
 Name

 	
  

 	
 DNB Bank ASA,
 London Branch

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s
 Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8HY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
 For credit
 matters:

 
	
  

 	
  

 	
 Attn: Shipping
 Department

 


107










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Fax: +44(0)20 7626 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan administration matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283 4430

 
	
  

 	
  

 	
  

 
	
 The Security Agent

 
	
 Name

 	
  

 	
 DNB Bank ASA, London Branch

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8HY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
 For credit matters:

 
	
  

 	
  

 	
 Attn: Shipping Department

 
	
  

 	
  

 	
 Fax: +44(0)20 7626 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan administration matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283 4430

 
	
  

 	
  

 	
  

 
	
 The Account Bank

 
	
 Name

 	
  

 	
 DNB Bank ASA, London Branch

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8HY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
 For credit matters:

 
	
  

 	
  

 	
 Attn: Shipping Department

 
	
  

 	
  

 	
 Fax: +44(0)20 7626 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan administration matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283 4430

 
	
  

 	
  

 	
  

 
	
 The Bookrunner

 
	
 Name

 	
  

 	
 DNB Bank ASA

 
	

 


 	
  

 	

 


 
	
 Facility
 Office, address, fax number

 	
  

 	
 20 St. Dunstan’s Hill

 
	
 and
 attention details for notices and

 	
  

 	
 London EC3R 8HY

 
	
 account
 details for payments

 	
  

 	
  

 
	
  

 	
  

 	
 For credit matters:

 
	
  

 	
  

 	
 Attn: Shipping Department

 
	
  

 	
  

 	
 Fax: +44(0)20 7626 5956

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For loan administration matters:

 
	
  

 	
  

 	
 Mr Mike Rufian

 
	
  

 	
  

 	
 Fax: +44(0)20 7283 4430

 


108










	
  

 	
  

 
	
 Schedule 2

 Ship information

 
	
  

 	
  

 
	
 Ship A

 
	

 


 
	
 Owner:

 	
 GAS-three Ltd..

 
	
 Builder:

 	
 Samsung Heavy Industries Co., Ltd..

 
	
 Builder’s
 registered office:

 	
 11th Floor, KIPS Center,
647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea. 

 
	
 Hull Number:

 	
 1946.

 
	
 Scheduled
 Delivery Date:

 	
 31 January 2013.

 
	
  

 	
  

 
	
 Date and
 description of Building Contract:

 	
 Shipbuilding Contract dated 11 May 2010 as amended by

 amendment no.1 dated 4 May 2011 and as may be further

 amended, supplemented or varied in accordance with the terms

 hereof.

 
	
 Contract Price:

 	
 *****

 
	
 Ship Commitment:

 	
 $136,250,000.

 
	
 Flag State:

 	
 Bermuda.

 
	
 Confirmation Memorandum description:

 	
 Confirmation Memorandum SHI HN 1946 dated 9 May 2011.

 
	
 Charter Rates:

 	
 *****

 
	
 Charter Term:

 	
 Minimum five years  *****

 
	
 Charterer:

 	
 Methane Services Limited, currently a wholly-owned
 subsidiary

 of BG Energy Holding Limited or such other entity as the

 Lenders may approve in their absolute discretion.

 
	
 Classification:

 	
 Class *A1, *, Liquefied gas carrier, ship type 2G
 (Membrane

 tank, Maximum pressure 25 kPaG and minimum temperature

 -163°C), SH, SH-DLA, SHCM, RES, *AMS, *ACCU, SFA(40),

 NIBS, *APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.

 
	
 Classification
 Society:

 	
 American Bureau of Shipping.

 
	
  

 	
  

 
	
 Ship B

 
	

 


 
	
 Owner:

 	
 GAS-four Ltd..

 
	
 Builder:

 	
 Samsung Heavy Industries Co., Ltd..

 
	
 Builder’s registered
 office:

 	
 11th Floor, KIPS Center,
647-9 Yeoksam-Dong, Kangnam-Gu, Seoul, Korea. 

 
	
 Hull Number:

 	
 1947.

 
	
 Scheduled
 Delivery Date:

 	
 31 March 2013

 
	
 Date and
 description of Building Contract:

 	
 Shipbuilding Contract dated 11 May 2010 as amended by

 amendment no.1 dated 4 May 2011 and as may be further

 amended, supplemented or varied in accordance with the terms

 hereof.

 
	
 Contract Price:

 	
 *****

 
	
 Ship
 Commitment:

 	
 $136,250,000.

 
	
 Flag State:

 	
 Bermuda.

 


109










	
  

 	
  

 
	
 Confirmation
 Memorandum description:

 	
 Confirmation Memorandum SHI HN 1947 dated 9 May 2011.

 
	
 Charter Term

 	
 Minimum five years *****

 
	
 Charter Rates:

 	
 *****

 
	
 Charterer:

 	
 Methane Services Limited, currently a wholly-owned
 subsidiary

 of BG Energy Holdings or such other entity as the Lenders may

 approve in their absolute discretion or such other terms and

 conditions as may be approved.

 
	
 Classification:

 	
 Class *A1, *, Liquefied gas carrier, ship type 2G
 (Membrane

 tank, Maximum pressure 25 kPaG and minimum temperature

 -163°C), SH, SH-DLA, SHCM, RES, *AMS, *ACCU, SFA(40),

 NIBS, *APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.

 
	
 Classification
 Society:

 	
 American Bureau of Shipping.

 


110







Schedule 3 

Conditions precedent


Part 1

Conditions precedent
to executing this Agreement


	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Original Obligors’ corporate
 documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A copy of the Constitutional Documents of each
 Original Obligor,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A copy of a resolution of the board of directors of
 each Original Obligor (or any committee of such board empowered to approve
 and authorise the following matters):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 approving the terms of, and the transactions
 contemplated by, the Finance Documents,
 any Building Contract and the Charter Documents (Relevant Documents) to
 which it is a party and resolving that it executes the Relevant Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 authorising
 a specified person or persons to execute the Relevant Documents on its behalf; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 authorising a specified person or persons, on its
 behalf, to sign and/or despatch all documents
 and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with
 the Relevant Documents to which
 it is a party.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If applicable, a copy of a resolution of the board of
 directors of the relevant company, establishing
 any committee referred to in paragraph (b) above and conferring authority on
 that committee.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 A specimen of the signature of each person authorised
 by the resolution referred to in paragraph
 (b) above.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 (if a requirement under the Constitutional Documents of
 each Original Obligor or Bermudian
 law) a copy of a resolution signed by all the holders of the issued shares in
 each Original Obligor, approving the
 terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 (if a requirement under the Constitutional Documents of
 each Original Obligor or Bermudian
 law) a copy of a resolution of the board of directors of each corporate shareholder of each Original Obligor approving the
 terms of the resolution referred to in paragraph
 (e) above.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 A certificate of each of the Counter Guarantors
 (signed by a director) confirming that borrowing
 or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit
 binding on any other Original Obligor to
 be exceeded.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 A copy of any power of attorney under which any person
 is to execute any of the Relevant
 Documents on behalf of any Original Obligor.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 A certificate of an authorised signatory of the
 relevant Original Obligor certifying that each copy document relating to it specified in this Part of
 this Schedule is correct, complete and
 in full force and effect as at a date no earlier than the date of this
 Agreement and that any such resolutions or power of attorney have not been
 revoked.

 


111










	
  

 	
  

 	
  

 
	
 2

 	
 Legal opinions

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A legal
 opinion of Norton Rose LLP, London addressed to the Arrangers, the Security Agent and the
 Agent and for the benefit of all the Finance Parties on matters of English law,
 substantially in the form approved by the Agent prior to signing this
 Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 (If required
 by the Agent or the Original KEXIM Facility Lender) a legal opinion of the legal
 advisers to the Agent and the Original KEXIM Facility Lender in Korea.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 A legal
 opinion of the legal advisers to the Arrangers, the Security Agent and the
 Agent in England and also each jurisdiction in which an Obligor
 is incorporated and/or which is or is to be the Flag State of a
 Ship, or in which an Account opened at Utilisation is established
 or which governs any assets which are to be the subject of a Security
 Interest for the benefit of all the Finance Parties
 substantially in the form approved by the Agent prior to
 signing this Agreement.

 
	
  

 	
  

 	
  

 
	
 3

 	
 Other documents and evidence

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that
 any process agent referred to in clause 44.2 (Service
 of process) or any equivalent provision of any
 other Finance Document entered into on or before the first Utilisation
 Date, if not an Original Obligor, has accepted its appointment.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A copy of any
 other authorisation or other document, opinion or assurance which the Agent considers to be necessary or
 desirable (if it has notified the Borrowers accordingly) in connection with the entry into and
 performance of the transactions contemplated by any Finance Document which is executed on and
 dated the date of the Agreement or for the validity and enforceability
 of any Finance Document.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Original
 Financial Statements.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Evidence that
the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 11 (Fees) and
clause 16 (Costs and expenses) have
been paid or will be paid by the first
Utilisation Date. 

 
	
  

 	
  

 	
  

 
	
 4

 	
 Underlying documents

 
	
  

 	
  

 	
  

 
	
  

 	
 A copy, certified by an approved
 person to be a true and complete copy of each of the Charter Documents.

 
	
  

 	
  

 	
  

 
	
 5

 	
 Bank Accounts

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence that
 any Account required to be established under clause 25 (Bank accounts) has been opened and established, that
 any Account Security in respect of each such Account has been executed and
 delivered by the relevant Account Holder(s) in favour of the Security Agent and that any notice required to be given to an
 Account Bank under that Account Security has been given to it and acknowledged by it in the manner required by that
 Account Security and that an
 amount has been credited to it.

 
	
  

 	
  

 	
  

 
	
 6

 	
 Hedging Master
 Agreement and Hedging Contract Security

 
	
  

 	
  

 
	
  

 	
 Evidence
 that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Hedging
 Master Agreement has been executed by the Borrowers and the Hedging Provider;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Borrowers
 have executed the Hedging Contract Security in favour of the Security Agent; and

 


112










	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any notice required to be given to the Hedging Provider
 under the Hedging Contract Security
 has been given to them and acknowledged by them in the manner required by the Hedging Contract Security.

 
	
  

 	
  

 	
  

 
	
 7

 	
  “Know your customer” information

 
	
  

 	
  

 	
  

 
	
  

 	
 Such documentation and information as any Finance Party
 may reasonably request through the Agent
 to comply with “know your customer” or similar identification procedures
 under all laws and regulations applicable to
 that Finance Party.

 
	
  

 	
  

 	
  

 
	
 8

 	
 Guarantees and other Finance Documents

 
	
  

 	
  

 	
  

 
	
  

 	
 The Counter Guarantees and the Guarantees duly
 executed.

 
	
  

 	
  

 	
  

 
	
 9

 	
 Share security

 
	
  

 	
  

 	
  

 
	
  

 	
 The Share Security in respect of the each of the
 Owners duly executed by its Holding Company together
 with all letters, transfers, certificates and other documents required to be
 delivered under the Share Security.

 
	
  

 	
  

 	
  

 
	
 10

 	
 Beneficial Ownership

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence satisfactory to the Agent of the legal and
 beneficial ownership of the Obligors.

 
	
  

 	
  

 	
  

 
	
 11

 	
 Anti-Bribery Declaration

 
	
  

 	
  

 	
  

 
	
  

 	
 An anti-bribery declaration addressed to the Original
 KEXIM Facility Lender in form and substance
 acceptable to the Original KEXIM Facility Lender.

 


113






Part 2 

Conditions precedent to any Utilisation
Request


	
  

 	
  

 	
  

 
	
 1

 	
 Utilisation Request

 
	
  

 	
  

 	
  

 
	
  

 	
 A duly completed Utilisation Request in the form set
 out in Schedule 4 (Utilisation Request).

 
	
  

 	
  

 	
  

 
	
 2

 	
 Subordination

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence that any amounts of the Contract Price funded
 or to be funded by an Affiliate to the Borrowers have been or
 will be subordinated to the amounts owing under the Finance Documents in an approved manner.

 
	
  

 	
  

 	
  

 
	
 3

 	
 Value of Security

 
	
  

 	
  

 	
  

 
	
  

 	
 Valuations obtained (not more than 30 days before the
 first Utilisation Date) in accordance with clause
 23 (Minimum security value) showing that the Security Value of the Ships will
 not be less than the Minimum Value upon
 the Utilisation Date.

 
	
  

 	
  

 	
  

 
	
 4

 	
 Material Adverse
 Effect

 
	
  

 	
  

 	
  

 
	
  

 	
 There has been no material adverse change in its
 assets, business or financial condition (or the assets, business or consolidated financial condition of
 any of the Obligors or any Group).

 
	
  

 	
  

 	
  

 
	
 5

 	
 Contract Price

 
	
  

 	
  

 	
  

 
	
  

 	
 Evidence of the final Contract Price in a form
 acceptable to the Agent.

 
	
  

 	
  

 	
  

 
	
 6

 	
 Charter security

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Charter Assignments duly executed by the relevant
 Owners;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 duly executed notices of
 assignment and acknowledgements of those notices as required by the above
 Charter Assignments; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Quiet Enjoyment Agreements.

 


114







Part 3 

Conditions precedent on Delivery


	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 Corporate
 documents

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A certificate of an authorised signatory of the relevant Owner
 certifying that each copy document relating to it specified in Parts 1 and 2
 of this Schedule remains correct, complete and in full force and effect as at
 a date no earlier than a date approved for this purpose and that any
 resolutions or power of attorney referred to in Parts 1 and 2 of this
 Schedule in relation to it have not been revoked or amended.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A certificate of an authorised signatory of each other Obligor which
 is party to any of the Original Security Documents required to be executed at
 or before Delivery of the Ship certifying that each copy document relating to
 it specified in Parts 1 and 2 of this Schedule remains correct, complete and
 in full force and effect as at a date no earlier than a date approved for
 this purpose and that any resolutions or power of attorney referred to in
 Parts 1 and 2 of this Schedule in relation to it have not been revoked or
 amended.

 
	
  

 	
  

 	
  

 
	
 2

 	
 Security

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The Mortgage and the Deed of Covenant duly executed by the relevant
 Owner,

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any Manager’s Undertaking required at Delivery pursuant to the
 Finance Documents duly executed by the relevant manager.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Duly executed notices of assignment and acknowledgements of those
 notices as required by any of the above Security Documents.

 
	
  

 	
  

 	
  

 	
  

 
	
 3

 	
 Delivery and registration of Ship

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that the relevant Ship:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 is legally and beneficially owned by the relevant Owner and
 registered provisionally in the name of the relevant Owner through the
 relevant Registry as a ship under the laws and flag of the relevant Flag
 State;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 is operationally seaworthy and in every way fit for service;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 is classed with the relevant Classification free of all requirements
 and recommendations of the relevant Classification Society;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 is insured in the manner required by the Finance Documents;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 has
 been delivered, and accepted for service, under the Charter;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 is free of any other charter commitment which would require approval
 under the Finance Documents; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 any prior registration (other than through the relevant Registry in
 the relevant Flag State) of the relevant Ship has been or will (within such
 period as may be approved) cancelled.

 
	
  

 	
  

 	
  

 	
  

 
	
 4

 	
 Mortgage Registration

 
	
  

 	
  

 
	
  

 	
 Evidence that the relevant Mortgage has been registered with first
 priority against the Ship through its Registry under the laws and flag of its
 Flag State.

 


115










	
  

 	
  

 	
  

 	
  

 
	
 5

 	
 Insurance

 
	
  

 	
  

 
	
  

 	
 In relation to the relevant Ship’s Insurances:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 an opinion from insurance consultants appointed by the Agent on such
 Insurances;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 evidence that such Insurances have been placed in accordance with clause
22 (Insurance); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 evidence that approved brokers, insurers and/or associations have
 issued or will issue letters of undertaking in favour of the Security Agent
 in an approved form in relation to the Insurances.

 
	
  

 	
  

 	
  

 
	
 6

 	
 ISM and ISPS Code

 
	
  

 	
  

 
	
  

 	
 Copies of:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the document of compliance issued in accordance with the ISM Code to
 the person who is the operator of the relevant Ship for the purposes of that
 code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the safety management certificate in respect of such Ship issued in
 accordance with the ISM Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the international ship security certificate in respect of such Ship
 issued under the ISPS Code;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 If so requested by the Agent, any other certificates issued under any
 applicable code required to be observed by such Ship or in relation to its
 operation under any applicable law.

 
	
  

 	
  

 	
  

 
	
 7

 	
 Value of security

 
	
  

 	
  

 
	
  

 	
 Valuations obtained (not more than 30 days before the relevant
 Utilisation Date) in accordance with clause 23 (Minimum security value)
 showing that the Security Value of the Ships will be not less than the
 Minimum Value upon execution of the Security Documents specified in paragraph
 2 (Security) of Part 3 of this Schedule.

 
	
  

 	
  

 	
  

 	
  

 
	
 8

 	
 Construction matters

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Evidence that any authorisations required from any government entity
 for the export of the Ship by the relevant Builder have been obtained or that
 no such authorisations are required.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Evidence that the Contract Price of the relevant Ship (as adjusted in
 accordance with its Building Contract) will have been paid upon the relevant
 Utilisation being made (with the relevant Owner having provided its equity to
 the Agent prior to the Utilisation Date) and that the Builder will not have
 any lien or other right to detain the ship on its Delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The original or a copy, certified by an approved person to be a true
 and complete copy, of the builder’s certificate and any bill of sale
 conveying title to the relevant Ship to the relevant Owner and the protocol
 of delivery and acceptance, commercial invoice and any other delivery
 documentation required under the relevant Building Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 9

 	
 Fees and expenses

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Evidence that the fees, commissions, costs and expenses that are due
from the Borrowers pursuant to clause 11 (Fees) and clause 16 (Costs and
expenses) have been paid or will be paid by the relevant Utilisation Date.  

 


116










	
  

 	
  

 	
  

 
	
 10

 	
 Survey report

 
	
  

 	
  

 
	
  

 	
 (if required by the Agent) a survey report from approved surveyors
 obtained not more than 10 days before the relevant Utilisation Date evidencing
 that the relevant Ship is seaworthy and capable of safe operation.

 
	
  

 	
  

 
	
 11

 	
 Environmental matters

 
	
  

 	
  

 
	
  

 	
 (Promptly as of Delivery) Copies of the relevant Ship’s certificate
 of financial responsibility and vessel response plan required under United
 States law and evidence of their approval by the appropriate United States
 government entity and (if requested by the Agent) an environmental report in
 respect of the relevant Ship from an approved person.

 
	
  

 	
  

 	
  

 
	
 12

 	
 Consents

 
	
  

 	
  

 
	
  

 	
 Evidence that any consents required in connection with the delivery
 of the relevant Ship, the registration of title to the relevant Ship, the
 registration of the Mortgage over the relevant Ship and the assignment of the
 Ship’s Charter have been obtained.

 
	
  

 	
  

 
	
 13

 	
 Management Agreement

 
	
  

 	
  

 
	
  

 	
 Where a manager has been approved in accordance with clause 20.3
(Manager), a copy, certified by an approved person to be a true and complete
copy, of the agreement between the relevant Owner and such Manager, relating
to the appointment of each Manager and the management services to be provided
by it to the relevant Owner in respect of the relevant Ship, 

 
	
  

 	
  

 
	
 14

 	
 Legal opinions

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A legal opinion of Norton Rose LLP, London addressed to the
 Arrangers, the Security Agent and the Agent and for the benefit of all the
 Finance Parties on matters of English law, substantially in the form approved
 by the Agent prior to Delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 (If required by the Agent) a legal opinion of the legal advisers to
 the Arrangers, the Security Agent and the Agent in Korea and also each
 jurisdiction in which an Obligor is incorporated and/or which is or is to be
 the Flag State of the Ship, or which governs any assets which are to be the
 subject of a Security Interest for the benefit of all the Finance Parties
 substantially in the form approved by the Agent prior to Delivery.

 


117







Schedule 4

Utilisation Request


	
  

 	
  

 
	
 From:

 	
 GAS-three Ltd. and
 GAS-four Ltd.

 
	
 To:

 	
 DNB Bank ASA

 
	
 Dated: 

 	
 [●]

 



Dear Sirs


$272,500,000

Facilities Agreement dated [●] 2012 (the “Agreement”)


	
  

 	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a Utilisation Request. Terms
 defined in the Agreement have the same meaning in this Utilisation Request
 unless given a different meaning in this Utilisation Request.

 
	
  

 	
  

 	
  

 
	
 2

 	
 We wish to borrow
 an Advance on the following terms: 

 
	
  

 	
  

 	
  

 
	
  

 	
 Proposed
 Utilisation Date:

 

 Commercial Facility Advance:

 

 KEXIM Facility Advance:

 

 Total Amount:

 	
 [●] (or, if that
 is not a Business Day, the next Business 

 Day)

 $[40,000,000] [Note: the maximum amount to
 be advanced under the Commercial Facility Advance is 21.391% of the Contract
 Price]

 $[96,250,000] [Note: the maximum
 amount to be advanced under the KEXIM Facility Advance is 51.471% of the
 Contract Price]

 $[136,250,000] [Note: the
 maximum amount to be advanced is 72.861% of the Contract Price]

 






	
  

 	
  

 
	
 3

 	
 We confirm that each condition specified in clause 4.5 (Further
conditions precedent) is satisfied on the date of this Utilisation Request. 

 
	
  

 	
  

 
	
 4

 	
 The purpose of this Advance is
 [specify purpose complying with clause 3 of the Agreement] and its
 proceeds should be credited to [●] [specify
 account].

 
	
  

 	
  

 
	
 5

 	
 We request that the first Interest Period for the Commercial Loan [be
 [●] months][shall expire on [●]].

 
	
  

 	
  

 
	
 6

 	
 This Utilisation Request is irrevocable.

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised signatory for

 	
  

 
	
  

 	
 GAS-three Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised signatory for

 	
  

 
	
  

 	
 GAS-four Ltd.

 	
  

 


118






Schedule 5

Selection Notice


	
  

 	
  

 
	
 From:

 	
 GAS-three Ltd. and
 GAS-four Ltd.

 
	
 To:

 	
 DNB Bank ASA

 
	
 Dated: 

 	
 [●]

 



Dear Sirs


$272,500,000


Facilities Agreement dated [●]
2012 (the “Agreement”)


	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a Selection Notice. Terms defined
 in the Agreement have the same meaning in this Selection Notice unless given
 a different meaning in this Selection Notice.

 
	
  

 	
  

 
	
 2

 	
 We request that the next Interest Period for the Commerćial Loan
be [●] months. 

 
	
  

 	
  

 
	
 3

 	
 This Selection Notice is irrevocable.

 






	
  

 	
  

 	
  

 
	
  

 	
 Yours faithfully

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised signatory for

 	
  

 
	
  

 	
 GAS-three Ltd.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 authorised signatory for

 	
  

 
	
  

 	
 GAS-four Ltd.

 	
  

 


119






Schedule 6

Mandatory Cost Formulae


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1

 	
 The Mandatory Cost is an addition to the interest rate to compensate
 Lenders for the cost of compliance with (a) the requirements of the Bank of
 England and/or the Financial Services Authority (or, in either case, any
 other authority which replaces all or any of its functions) or (b) the
 requirements of the European Central Bank.

 
	
  

 	
  

 
	
 2

 	
 On the first day of each Interest Period (or as soon as possible
thereafter) the Agent shall calculate, as a percentage rate, a rate (the
“Additional Cost Rate”) for each Lender, in accordance with the paragraphs
set out below. The Mandatory Cost will be calculated by the Agent as a
weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan)
and will be expressed as a percentage rate per annum. 

 
	
  

 	
  

 
	
 3

 	
 The Additional Cost Rate for any Lender lending from a Facility
 Office in a Participating Member State will be the percentage notified by
 that Lender to the Agent. This percentage will be certified by that Lender in
 its notice to the Agent to be its reasonable determination of the cost
 (expressed as a percentage of that Lender’s participation in all Loans made
 from that Facility Office) of complying with the minimum reserve requirements
 of the European Central Bank in respect of loans made from that Facility
 Office.

 
	
  

 	
  

 
	
 4

 	
 The Additional Cost Rate for any Lender lending from a Facility
 Office in the United Kingdom will be calculated by the Agent as follows:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 in relation to a sterling Loan:

 
	
  

 	
  

 	
 AB + C(B–D) + E x 0.0.1

 	
  per cent. per
 annum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 100–(A + C)

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in relation to a Loan in any currency other than sterling:ex0.01

 
	
  

 	
  

 	
 E x 0.01

 	
  percent, per
 annum.

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 300

 
	
  

 	
  

 	
  

 
	
  

 	
 Where:

 
	
  

 	
  

 
	
 A.

 	
 is the percentage of Eligible Liabilities (assuming these to be in
 excess of any stated minimum) which that Lender is from time to time required
 to maintain as an interest free cash ratio deposit with the Bank of England
 to comply with cash ratio requirements.

 
	
  

 	
  

 
	
 B.

 	
 is the percentage rate of interest (excluding the Margin and the
Mandatory Cost) and, if the Loan is an Unpaid Sum, the additional rate of
interest specified in clause 8.3.1 (Default interest) payable for the
relevant Interest Period on the Loan. 

 
	
  

 	
  

 
	
 C.

 	
 is the percentage (if any) of Eligible Liabilities which that Lender
 is required from time to time to maintain as interest bearing Special
 Deposits with the Bank of England.

 
	
  

 	
  

 
	
 D.

 	
 is the percentage rate per annum payable by the Bank of England to
 the Agent on interest bearing Special Deposits.

 
	
  

 	
  

 
	
 E.

 	
 is designed to compensate Lenders for amounts payable under the Fees
 Rules and is calculated by the Agent as being the average of the most recent
 rates of charge supplied by the Reference Banks to the Agent pursuant to
 paragraph 7 below and expressed in pounds per £1,000,000.

 
	
  

 	
  

 
	
 5

 	
 For the purposes of this Schedule:

 


120










	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Eligible Liabilities”
and “Special Deposits” have the meanings given to them from time to time
under or pursuant to the Bank of England Act 1998 or (as may be appropriate)
by the Bank of England; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Fees Rules” means the
 rules on periodic fees contained in the FSA Supervision Manual or such other
 law or regulation as may be in force from time to time in respect of the
 payment of fees for the acceptance of deposits;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Fee Tariffs” means the
 fee tariffs specified in the Fees Rules under activity group A.1 Deposit
 acceptors (ignoring any minimum fee or zero rated fee required pursuant to
 the Fees Rules but taking into account any applicable discount rate); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Tariff Base” has the
 meaning given to it in, and will be calculated in accordance with, the Fees
 Rules.

 
	
  

 	
  

 	
  

 
	
 6

 	
 In application of the above formulae, A, B, C and D will be included
 in the formulae as percentages (i.e., five per cent, will be included in the
 formula as five and not as 0.05). A negative result obtained by subtracting D
 from B shall be taken as zero. The resulting figures shall be rounded to four
 decimal places.

 
	
  

 	
  

 
	
 7

 	
 If requested by the Agent, each Reference Bank shall, as soon as
 practicable after publication by the Financial Services Authority, supply to
 the Agent, the rate of charge payable by that Reference Bank to the Financial
 Services Authority pursuant to the Fees Rules in respect of the relevant
 financial year of the Financial Services Authority (calculated for this
 purpose by that Reference Bank as being the average of the Fee Tariffs
 applicable to that Reference Bank for that financial year) and expressed in
 pounds per £1,000,000 of the Tariff Base of that Reference Bank.

 
	
  

 	
  

 
	
 8

 	
 Each Lender shall supply any information required by the Agent for
 the purpose of calculating its Additional Cost Rate. In particular, but
 without limitation, each Lender shall supply the following information on or
 prior to the date on which it becomes a Lender:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 the jurisdiction of its Facility Office; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b) 

 	
 any other information that the Agent may reasonably require for such
 purpose.

 
	
  

 	
  

 	
  

 
	
  

 	
 Each Lender shall promptly notify the Agent of any change to the
 information provided by it pursuant to this paragraph.

 
	
  

 	
  

 
	
 9

 	
 The percentages of each Lender for the purpose of A and C above and
 the rates of charge of each Reference Bank for the purpose of E above shall
 be determined by the Agent based upon the information supplied to it pursuant
 to paragraphs 7 and 8 above and on the assumption that, unless a Lender
 notifies the Agent to the contrary, each Lender’s obligations in relation to
 cash ratio deposits and Special Deposits are the same as those of a typical
 bank from its jurisdiction of incorporation with a Facility Office in the
 same jurisdiction as its Facility Office.

 
	
  

 	
  

 
	
 10

 	
 The Agent shall have no liability to any person if such determination
 results in an Additional Cost Rate which over or under compensates any Lender
 and shall be entitled to assume that the information provided by any Lender
 or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct
 in all respects.

 
	
  

 	
  

 
	
 11

 	
 The Agent shall distribute the additional amounts received as a
 result of the Mandatory Cost to the Lenders on the basis of the Additional
 Cost Rate for each Lender based on the information provided by each Lender
 and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

 
	
  

 	
  

 
	
 12

 	
 Any determination by the Agent pursuant to this Schedule in relation
 to a formula, the Mandatory Cost, an Additional Cost Rate or any amount
 payable to a Lender shall, in the absence of manifest error, be conclusive
 and binding on all Parties.

 


121










	
  

 	
  

 
	
 13

 	
 The Agent may from time to time, after consultation with the
 Borrowers and the Lenders, determine and notify to all Parties any amendments
 which are required to be made to this Schedule in order to comply with any
 change in law, regulation or any requirements from time to time imposed by
 the Bank of England, the Financial Services Authority or the European Central
 Bank (or, in any case, any other authority which replaces all or any of its
 functions) and any such determination shall, in the absence of manifest
 error, be conclusive and binding on all Parties.

 


122







Schedule 7

Form of Commercial Facility Transfer Certificate


	
  

 	
  

 
	
 To:

 	
 [●] as Agent

 


From: [The
Existing Commercial Facility Lender] (the Existing Commercial Facility Lender) and
[The New Commercial Facility Lender] (the New
Commercial Facility Lender)


Dated:


$272,500,000 Facilities Agreement
dated [●] 2012 (the “Agreement”)


	
  

 	
  

 	
  

 
	
 1

 	
 We refer to the Agreement. This is a Transfer Certificate. Terms
 defined in the Agreement have the same meaning in this Transfer Certificate
 unless given a different meaning in this Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 2

 	
 We refer to clause 30.5 (Procedure for transfer): 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Existing Commercial Facility Lender and the New Commercial
Facility Lender agree to the Existing Commercial Facility Lender assigning to
the New Commercial Facility Lender all or part of the Existing Commercial
Facility Lender’s Commercial Facility Commitment rights and assuming the
Existing Commercial Facility Lender’s obligations referred to in the Schedule
in accordance with clause 30.5 (Procedure for transfer) and the Existing
Commercial Facility Lender assigns and agrees to assign such rights to the
New Commercial Facility Lender with effect from the Transfer Date] 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The proposed Transfer Date is [●].

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Facility Office and address, fax number and attention details for
notices of the New Commercial Facility Lender for the purposes of clause 37.2
(Addresses) are set out in the Schedule.

 
	
  

 	
  

 	
  

 
	
 3

 	
 The New Commercial Facility Lender expressly acknowledges the
 limitations on the Existing Commercial Facility Lender’s obligations set out
 in clause 30.4.3.

 
	
  

 	
  

 	
  

 
	
 4

 	
 This Transfer Certificate may be executed in any number of
 counterparts and this has the same effect as if the signatures on the
 counterparts were on a single copy of this Transfer Certificate.

 
	
  

 	
  

 	
  

 
	
 5

 	
 This Transfer Certificate and any non-contractual obligations
 connected with it are governed by English law.

 


123







The Schedule

Commitment/rights to be assigned and obligations to be assumed

[insert relevant details]

Facility Office address, fax number

and attention details for notices and account details for payments

[insert relevant details]


	
  

 	
  

 
	
 [Existing Commercial Facility Lender]

 	
 [New Commercial Facility Lender] 

 
	
 By:

 	
 By:

 



This Transfer Certificate is accepted by the Agent and the Transfer
Date is confirmed to be as stated

above.

[Agent]
By:


124






SIGNATURES


	
  
 	
  
 	
  
 
	
 THE
 BORROWERS
 	
  
 
	
  
 	
  
 
	
 GAS-three
 Ltd. 
 	
  
 
	
  
 	
  
 
	
 By: 
 	
 Henrik Bjerregaard
 	
/s/ Henrik Bjerregaard
 
	
  

	
 GAS-four
 Ltd.
 	
  
 
	
  
 	
  
 
	
 By: 
 	
 Henrik
 Bjerregaard
 	
/s/ Henrik Bjerregaard
 
	
  

	
 THE
 ARRANGERS 
 	
  
 
	
  
 	
  
 	
  
 
	
 DNB
 BANK ASA
 	
  
 
	
  
 	
  
 	
  
 
	
 By:
 	
 /s/ 
 	
  
 
	
  
 	
  
 	
  
 
	
 THE
 EXPORT-IMPORT BANK OF KOREA
 
	
  
 	
  
 	
  
 
	
 By:
 	
  
 	
 /s/ Heung-Sik Min 
 
	
  
 	
  
 	
  
 
	
 THE
 AGENT
 	
  
 
	
  
 	
  
 	
  
 
	
 DNB
 BANK ASA
 	
  
 
	
  
 	
  
 	
  
 
	
 By:
 	
 /s/ 
 	
  
 
	
  
 	
  
 	
  
 
	
 THE
 SECURITY AGENT
 	
  
 
	
  
 	
  
 
	
 DNB
 BANK ASA
 	
  
 
	
  
 	
  
 
	
 By:
 	
 /s/  
 	
  
 


125










	
  

 
	
 THE
 ORIGINAL COMMERCIAL FACILITY LENDER 

 
	
  

 
	
 DNB
 BANK ASA 

 
	
  

 
	
 By: /s/ 

 
	
  

 
	
 THE
 ORIGINAL KEXIM FACILITY LENDER 

 
	
  

 
	
 THE
 EXPORT-IMPORT BANK OF KOREA 

 
	
  

 
	
 By: /s/ Heung-Sik Min

 
	
  

 
	
 HEDGING
 PROVIDER 

 
	
  

 
	
 DNB
 BANK ASA 

 
	
  

 
	
 By: /s/

 
	
  

 
	
 THE
 BOOKRUNNER 

 
	
  

 
	
 DNB
 BANK ASA 

 
	
  

 
	
 By: /s/

 


126