[ ]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
|
December 31, 2013
|
|
OR
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
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OR
|
[ ]
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Date of event requiring this shell company report
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|
Commission file number
|
000-50113
|
|
Golar LNG Limited
|
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant's name into English)
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|
Bermuda
|
(Jurisdiction of incorporation or organization)
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|
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
|
(Address of principal executive offices)
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|
Georgina Sousa, (1) 441 295 4705, (1) 441 295 3494
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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|
Title of each class
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Name of each exchange
on which registered
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Common Shares, par value, $1.00 per share
|
Nasdaq Global Select Market
|
None
|
(Title of class)
|
None
|
(Title of class)
|
80,579,295 Common Shares, par $1.00, per share
|
Yes
|
X
|
No
|
|
Yes
|
|
No
|
X
|
Yes
|
X
|
No
|
|
Yes
|
X
|
No
|
|
Large accelerated filer
|
X
|
Accelerated filer
|
|
Non-accelerated filer
|
|
U.S. GAAP
|
X
|
International Financial Reporting Standards as issued by the International Accounting
Standards Board
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Other
|
|
|
|
Item 17
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Item 18
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Yes
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No
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X
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Yes
|
|
No
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PART I
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PAGE
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 4A.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 8.
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ITEM 9.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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PART II
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16A.
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ITEM 16B.
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ITEM 16C.
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ITEM 16D.
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ITEM 16E.
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ITEM 16F.
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ITEM 16G.
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ITEM 16H.
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PART III
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ITEM 17.
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ITEM 18.
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ITEM 19.
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•
|
inability of the Company to obtain financing for conversion of its vessel's into FLNGVs on terms acceptable to it or at all;
|
•
|
changes in demand for natural gas carried by sea;
|
•
|
a material decline or prolonged weakness in rates for liquefied natural gas, or LNG, carriers;
|
•
|
changes in demand for natural gas generally or in particular regions;
|
•
|
adoption of new rules and regulations applicable to LNG carriers and floating storage and regasification units, or FSRUs;
|
•
|
actions taken by regulatory authorities that may prohibit the access of LNG carriers or FSRUs to various ports;
|
•
|
inability of the Company to achieve successful utilization of our expanded fleet and inability to expand beyond the carriage of LNG;
|
•
|
increases in costs including among other things crew wages, insurance, provisions, repairs and maintenance;
|
•
|
changes in general domestic and international political conditions;
|
•
|
the current turmoil in the global financial markets;
|
•
|
ability of the Company to timely complete our FSRU and FLNGV conversions;
|
•
|
failure of shipyards to comply with delivery schedules on a timely basis or at all; and
|
•
|
other factors listed from time to time in registration statements, reports or other materials that the Company has filed with or furnished to the Securities and Exchange Commission, or the Commission.
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|
||||||||||
|
Fiscal Years Ended
December 31,
|
|||||||||
|
2013
(1)
|
2012
|
2011
|
2010
|
2009
|
|||||
|
(in thousands of U.S. $, except number of shares, per common share data, fleet and other financial data)
|
|||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||
Total operating revenues
|
99,828
|
|
410,345
|
|
299,848
|
|
244,045
|
|
216,495
|
|
Vessel operating expenses (2)
|
43,750
|
|
86,672
|
|
62,872
|
|
52,910
|
|
60,709
|
|
Voyage and charter-hire expenses (3)
|
14,259
|
|
9,853
|
|
6,042
|
|
32,311
|
|
39,463
|
|
Administrative expenses
|
22,952
|
|
25,013
|
|
33,679
|
|
22,832
|
|
19,958
|
|
Depreciation and amortization
|
36,871
|
|
85,524
|
|
70,286
|
|
65,076
|
|
63,482
|
|
Impairment of long-term assets
|
500
|
|
500
|
|
500
|
|
4,500
|
|
1,500
|
|
Gain on sale of subsidiary
|
65,619
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Other operating losses
|
—
|
|
(27
|
)
|
(5,438
|
)
|
(6,230
|
)
|
—
|
|
Operating income
|
47,115
|
|
202,756
|
|
121,031
|
|
60,186
|
|
31,383
|
|
|
||||||||||
Dividend Income
|
30,960
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Gain on loss of control
|
—
|
|
853,996
|
|
—
|
|
—
|
|
—
|
|
Gain on business acquisition
|
—
|
|
4,084
|
|
—
|
|
—
|
|
—
|
|
Other non operating income
|
(3,355
|
)
|
(151
|
)
|
541
|
|
4,196
|
|
—
|
|
Net financial (income) expenses
|
(41,768
|
)
|
42,868
|
|
53,102
|
|
66,961
|
|
1,692
|
|
Income (loss) before equity in net earnings (losses) of affiliates, income taxes and non-controlling interests
|
116,488
|
|
1,017,817
|
|
68,470
|
|
(2,579
|
)
|
29,691
|
|
Income taxes
|
3,404
|
|
(2,765
|
)
|
1,705
|
|
(1,427
|
)
|
(1,643
|
)
|
Non-controlling interests
|
—
|
|
(43,140
|
)
|
(21,625
|
)
|
5,825
|
|
(8,419
|
)
|
Equity in net earnings (losses) of affiliates
|
15,821
|
|
(609
|
)
|
(1,900
|
)
|
(1,435
|
)
|
(4,902
|
)
|
Gain on sale of affiliate
|
—
|
|
—
|
|
—
|
|
—
|
|
8,355
|
|
Net income attributable to the shareholders
|
135,713
|
|
971,303
|
|
46,650
|
|
384
|
|
23,082
|
|
Earnings per common share
|
|
|
|
|
|
|
|
|
||
- basic (4)
|
1.69
|
12.09
|
0.62
|
0.01
|
0.34
|
|||||
- diluted (4)
|
1.59
|
11.66
|
0.62
|
0.01
|
0.34
|
|||||
Cash dividends declared and paid per common share (5)
|
1.35
|
1.93
|
1.13
|
0.45
|
—
|
|
||||
Weighted average number of shares –
basic (4)
|
80,530
|
|
80,324
|
|
74,707
|
|
67,173
|
|
67,230
|
|
Weighted average number of shares –
diluted (4)
|
80,911
|
|
84,243
|
|
75,033
|
|
67,393
|
|
67,335
|
|
Balance Sheet Data (as of end of year):
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
125,347
|
|
424,714
|
|
66,913
|
|
164,717
|
|
122,231
|
|
Restricted cash and short-term investments (6)
|
23,432
|
|
1,551
|
|
28,012
|
|
21,815
|
|
40,651
|
|
Amounts due from related parties (short-term)
|
6,311
|
|
5,915
|
|
354
|
|
222
|
|
795
|
|
Amounts due from related parties (long-term)
|
—
|
|
34,953
|
|
—
|
|
—
|
|
—
|
|
Long-term restricted cash (6)
|
3,111
|
|
—
|
|
185,270
|
|
186,041
|
|
594,154
|
|
Investment in available-for-sale securities
|
267,352
|
|
353,034
|
|
—
|
|
—
|
|
—
|
|
Investments in affiliates
|
350,918
|
|
367,656
|
|
22,529
|
|
20,276
|
|
21,243
|
|
Cost method investments
|
204,172
|
|
198,524
|
|
7,347
|
|
7,347
|
|
7,347
|
|
Newbuildings
|
767,525
|
|
435,859
|
|
190,100
|
|
—
|
|
—
|
|
Vessels and equipment, net
|
811,715
|
|
573,615
|
|
1,203,003
|
|
1,103,137
|
|
653,496
|
|
Vessels under capital lease, net (7)
|
—
|
|
—
|
|
501,904
|
|
515,666
|
|
992,563
|
|
Total assets
|
2,665,221
|
|
2,414,399
|
|
2,232,634
|
|
2,077,772
|
|
2,492,436
|
|
Current portion of long-term debt
|
30,784
|
|
14,400
|
|
64,306
|
|
105,629
|
|
74,504
|
|
Current portion of obligations under capital leases
|
—
|
|
—
|
|
5,909
|
|
5,766
|
|
8,588
|
|
Long-term debt
|
686,244
|
|
490,506
|
|
707,243
|
|
691,549
|
|
707,722
|
|
Long-term obligations under capital leases (7)
|
—
|
|
—
|
|
399,934
|
|
406,109
|
|
844,355
|
|
Non-controlling interests (8)
|
—
|
|
—
|
|
78,055
|
|
188,734
|
|
162,673
|
|
Stockholders' equity
|
1,804,137
|
|
1,764,319
|
|
677,765
|
|
410,588
|
|
495,511
|
|
Common shares outstanding (4)
|
80,580
|
|
80,504
|
|
80,237
|
|
67,808
|
|
67,577
|
|
|
2013
(1)
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
67,722
|
|
233,810
|
|
116,608
|
|
51,710
|
|
43,763
|
|
|||||
Net cash (used in) provided by investing activities
|
(533,067
|
)
|
(290,700
|
)
|
(298,644
|
)
|
364,736
|
|
(56,460
|
)
|
|||||
Net cash provided by (used in) financing activities
|
165,978
|
|
414,691
|
|
84,232
|
|
(373,960
|
)
|
78,814
|
|
|||||
Fleet Data (unaudited)
|
|
|
|
|
|
|
|
|
|||||||
Number of vessels at end of year (9)
|
7
|
|
6
|
|
12
|
|
12
|
|
13
|
|
|||||
Average number of vessels during year (9)
|
5.5
|
|
12.6
|
|
12
|
|
12.7
|
|
13
|
|
|||||
Average age of vessels (years)
|
18.7
|
|
25.4
|
|
18.8
|
|
17.8
|
|
15.6
|
|
|||||
Total calendar days for fleet
|
2,012
|
|
4,615
|
|
4,380
|
|
4,644
|
|
4,892
|
|
|||||
Total operating days for fleet (10)
|
1,501
|
|
3,684
|
|
3,255
|
|
2,939
|
|
3,351
|
|
|||||
Other Financial Data (Unaudited):
|
|
|
|
|
|
|
|
||||||||
Average daily time charter equivalent earnings ("TCE") (11) (to the closest $100)
|
50,850
|
|
94,400
|
|
87,700
|
|
57,200
|
|
47,400
|
|
|||||
Average daily vessel operating costs (12)
|
$
|
38,300
|
|
$
|
18,780
|
|
$
|
14,354
|
|
$
|
12,080
|
|
$
|
13,410
|
|
•
|
A decrease in operating income and individual line items therein, in relation to Golar Partner’s fleet;
|
•
|
A decrease in net financial expense in respect of Golar Partner’s debt and capital lease obligations, net of restricted cash deposits.
|
•
|
Gains on the sale of our vessel interests to Golar Partners, commencing with the Golar Maria in February 2013. However, any recognition from the gain related to the sale of our vessels to Golar Partners will be deferred to the extent it relates to the proportion of our interest accounted for under the equity method, which during the subordination period relates solely to our interest in Golar Partner’s subordinated units.
|
•
|
Management fee income from the provision of services to Golar Partners under each of the management and administrative services and the fleet management agreements.
|
•
|
Dividend income in respect of our interests in common units and general partner interests (during the subordination period) and IDRs.
|
•
|
Equity in net earnings of affiliates, will change to reflect our share of the results of Golar Partners calculated with respect to our interests in its subordinated units only, but offset by a charge for the amortization of the basis difference in relation to the $854 million gain on loss of control.
|
•
|
"Investment in available-for-sale securities" of $353 million was initially recognized representing the Company's common unit interests held in Golar Partners.
|
•
|
"Investment in affiliates" of $362.1 million was initially recognized representing the Company's subordinated unit interests held in Golar Partners that during the subordination period will be accounted for under the equity method.
|
•
|
"Cost method investments"of $191.2 million was initially recognized representing the Company's 2% general partner interest and 100% of the Incentive Distribution Rights ("IDRs") held in Golar Partners.
|
•
|
The net book value of "Vessels and equipment" was reduced by $707.1 million.
|
•
|
The net book value of "Vessels under capital leases" was reduced by $485.6 million.
|
•
|
Restricted cash was reduced by $221.4 million.
|
•
|
Capital lease obligations were eliminated.
|
•
|
Long-term debt was reduced by $704.5 million.
|
•
|
Non-controlling interests were eliminated.
|
|
Years Ended December 31,
|
|||||||||||||
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|||||||||||||
Time charter revenues
|
90,558
|
|
|
409,593
|
|
|
299,848
|
|
|
244,045
|
|
|
216,495
|
|
Voyage expenses
|
(14,259
|
)
|
|
(9,853
|
)
|
|
(6,042
|
)
|
|
(20,959
|
)
|
|
(20,093
|
)
|
|
76,299
|
|
|
399,740
|
|
|
293,806
|
|
|
223,086
|
|
|
196,402
|
|
Calendar days less scheduled off-hire days
|
1,994
|
|
|
4,245
|
|
|
3,352
|
|
|
3,901
|
|
|
4,145
|
|
Average daily TCE (to the closest $100)
|
38,300
|
|
|
94,200
|
|
|
87,700
|
|
|
57,200
|
|
|
47,400
|
|
•
|
merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of their assets;
|
•
|
make or pay equity distributions;
|
•
|
incur additional indebtedness;
|
•
|
incur or make any capital expenditures;
|
•
|
materially amend, or terminate, any of our current charter contracts or management agreements; or
|
•
|
charter our vessels.
|
•
|
Our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
•
|
We will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and dividends to stockholders;
|
•
|
Our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and
|
•
|
Our debt level may limit our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions.
|
•
|
LNG shipping and FSRU experience and quality of ship operations;
|
•
|
shipping industry relationships and reputation for customer service and safety;
|
•
|
technical ability and reputation for operation of highly specialized vessels, including FSRUs;
|
•
|
quality and experience of seafaring crew;
|
•
|
the ability to finance FSRUs and LNG carriers at competitive rates, and financial stability generally;
|
•
|
construction management experience, including, (i) relationships with shipyards and the ability to get suitable berths; and (ii) the ability to obtain on-time delivery of new FSRUs and LNG carriers according to customer specifications;
|
•
|
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
|
•
|
competitiveness of the bid in terms of overall price.
|
•
|
increases in the cost of natural gas derived from LNG relative to the cost of natural gas;
|
•
|
decreases in the cost of, or increases in the demand for, conventional land-based regasification systems, which could occur if providers or users of regasification services seek greater economies of scale than FSRUs can provide, or if the economic, regulatory or political challenges associated with land-based activities improve;
|
•
|
further development of, or decreases in the cost of, alternative technologies for vessel-based LNG regasification;
|
•
|
increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets; and
|
•
|
negative global or regional economic or political conditions, particularly in LNG-consuming regions, which could reduce energy consumption or its growth.
|
•
|
we may not be able to employ our vessels at charter rates as favorable to us as historical rates or at all or operate our vessels profitably; and
|
•
|
the market value of our vessels could decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired.
|
•
|
marine disasters;
|
•
|
piracy;
|
•
|
environmental accidents;
|
•
|
bad weather;
|
•
|
mechanical failures;
|
•
|
grounding, fire, explosions and collisions;
|
•
|
human error; and
|
•
|
war and terrorism.
|
•
|
death or injury to persons, loss of property or environmental damage;
|
•
|
delays in the delivery of cargo;
|
•
|
loss of revenues from or termination of charter contracts;
|
•
|
governmental fines, penalties or restrictions on conducting business;
|
•
|
higher insurance rates; and
|
•
|
damage to our reputation and customer relationships generally.
|
•
|
increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
|
•
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
|
•
|
the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;
|
•
|
local community resistance to proposed or existing LNG facilities based on safety, environmental or security concerns;
|
•
|
any significant explosion, spill or similar incident involving an LNG facility, FSRU or LNG carrier; and
|
•
|
labor or political unrest affecting existing or proposed areas of LNG production and regasification.
|
•
|
prevailing economic and market conditions in the natural gas and energy markets;
|
•
|
a substantial or extended decline in demand for LNG;
|
•
|
increases in the supply of vessel capacity;
|
•
|
the type, size and age of a vessel; and
|
•
|
the cost of newbuildings or retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
|
•
|
Operation of a high quality and modern fleet:
We currently own and operate a mixed high quality fleet. In response to a strengthening in industry dynamics, we are committed to a significant fleet expansion. Following the recent delivery of three newbuilds, currently, we have on order a further ten newbuilds comprising of eight LNG carriers and two FSRUs. All of these vessels on order will utilize state of the art technology and are configured to be very attractive to the chartering community with high performance specifications.
|
•
|
Capitalize on Golar's established reputation:
We are an experienced and professional provider of LNG shipping that places value on operating to the highest industry standards of safety, reliability and environmental performance. We believe our reputation and commercial relationships enables us to obtain favorable charters and other opportunities not readily available to other industry participants.
|
•
|
Utilize industry expertise to take advantage of opportunities within the LNG market:
We use our experience in the industry, sensitivity to trends and knowledge and expertise in identifying other untapped opportunities within the LNG market. Specifically, this is evidenced by the following:
|
▪
|
We are an industry leader in FSRUs and to date remain the only company to have successfully converted an existing LNG carrier for such service. We have a track record for successful operations on our projects which we plan to use as a foundation for further growth as more and more markets look to this technology to provide dependable access to incremental energy imports to fuel their economies.
|
▪
|
We have recently completed the front end engineering and design ("FEED") for our first floating liquefied natural gas vessel ("FLNGV") based on the conversion of the
Golar Hilli
first generation Moss vessel. The FEED will form the basis for the conversion of up to three of our existing Moss LNG vessel will enable us to facilitate the efficient development of gas monetization opportunities. In addition, FLNGV projects have the potential to be combined with our LNG carrier and FSRU franchise to create high value integrated midstream chains.
|
•
|
Maintain customer focus and reputation for service and safety:
Our success is directly linked to the service and value we deliver to our customers which provides us an advantageous competitive profile in an industry that place particular emphasis on these virtues.
|
•
|
Leverage on our affiliation with Golar Partners:
We believe our affiliation with Golar Partners positions us to pursue a broader array of opportunities. This is demonstrated by the following:
|
▪
|
Pursuit of strategic and mutually beneficial opportunities with Golar Partners - Since Golar Partners' IPO in April 2011, we have successfully sold five vessels in exchange for cash of approximately $1.5 billion which in part enables us to finance our newbuilding program as well as pursue other growth opportunities. In addition, we have entered into a firm agreement for the Jordan FSRU project which is anticipated to start up in early 2015. Following successful delivery and commissioning of the vessel, this FSRU will be an attractive candidate for potential dropdown into Golar Partners.
|
▪
|
Increased dividend income from our investment - Since Golar Partners' IPO, the quarterly dividend distributions of Golar Partners have increased from $0.385 pro-rated per unit to $0.52 per unit for the quarter ended December 31, 2013. This represents a 35% increase since the IPO. Golar Partners' long-term charters, provide stable cash flows which allows Golar Partners to meet its quarterly distributions obligations to its unit holders. As of April 25, 2014, we have a 41.4% interest (including our 2% general partner interest) in Golar Partners and hold 100% of Golar Partner's IDRs.
|
•
|
Environmental
: Natural gas is a clean-burning fuel. It produces less carbon dioxide and other pollutants and particles per unit of energy produced than coal, fuel oil and other common hydrocarbon fuel sources;
|
•
|
Demand from Industry and Power Generation
: According to the EIA, electricity generation increases by 93%, from 20.2 trillion kilowatthours in 2010 to 39.0 trillion kilowatthours in 2040. In 2010, natural gas accounted for around 22% of global electricity generation. This share, projected to increase to 24% by 2040, does not take into account the emerging use of LNG in transportation, particularly in the marine sector. Natural-gas-fired combined-cycle technology is an attractive choice for new power plants because of its fuel efficiency, operating flexibility, low emissions, and relatively low capital costs. The industrial and electric power sectors together account for 77% of the total projected increase in natural gas consumption;
|
•
|
Market Deregulation
: Deregulation of the natural gas and electric power industries in the United States, Europe and Japan has resulted in new entrants and an increased market for natural gas;
|
•
|
Significant Natural Gas Reserves
: According to EIA estimates, as of January 1, 2013, the world's total proved natural gas reserves were 6,793 Tcf, 1% higher than the 2011 estimate. Current estimates of natural gas reserve levels indicate a large resource base to support growth in markets through 2040; and
|
•
|
Emerging Economies
: According to the EIA, natural gas consumption is forecast to increase by an average of 2.2% per year through 2040 in non-OECD countries, compared to an average of 1.0% per year in OECD countries. As a result, non-OECD countries are expected to account for 72% of the total increase in natural gas consumption over the period from 2010 to 2040.
|
•
|
The
Moss
system was developed in the 1970s and uses free standing insulated spherical tanks supported at the equator by a continuous cylindrical skirt. In this system, the tank and the hull of the vessel are two separate structures.
|
•
|
The
Membrane
system uses insulation built directly into the hull of the vessel, along with a membrane covering inside the tanks to maintain their integrity. In this system, the ship's hull directly supports the pressure of the LNG cargo.
|
•
|
FSRUs that are permanently located offshore;
|
•
|
FSRUs that are permanently near shore and attached to a jetty (with LNG transfer being either directly ship to ship or over a jetty);
|
•
|
shuttle carriers that regasify and discharge their cargos offshore (sometimes referred to as energy bridge); and
|
•
|
shuttle carriers that regasify and discharge their cargos alongside.
|
Vessel Name
|
|
Year of
Delivery
|
|
Capacity cbm.
|
|
Flag
|
|
Type
|
|
Charterer
|
|
Current Charter Expiration
|
|
Charter Extension Options
|
Owned Fleet
|
||||||||||||||
Existing Fleet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilli
|
|
1975
|
|
125,000
|
|
MI
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
Gimi
|
|
1976
|
|
125,000
|
|
MI
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Gandria
|
|
1977
|
|
126,000
|
|
MI
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Arctic
|
|
2003
|
|
140,000
|
|
MI
|
|
Membrane
|
|
Major Japanese trading company
|
|
2015
|
|
n/a
|
Golar Viking
|
|
2005
|
|
140,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Seal
|
|
2013
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Celsius
|
|
2013
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newbuildings (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hull 2023 (
Golar Penguin
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2022 (
Golar Crystal
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2024 (
Golar Eskimo
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
(FSRU)
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2027 (
Golar Bear
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2047 (
Golar Snow
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2048 (
Golar Ice
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull S658 (
Golar Glacier
)
|
|
2014
|
|
162,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull S659 (
Golar Kelvin
)
|
|
2014
|
|
162,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2055 (
Golar Frost
)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Hull 2056 (
Golar Tundra
)
|
|
2015
|
|
160,000
|
|
MI
|
|
Membrane
(FSRU) |
|
n/a
|
|
n/a
|
|
n/a
|
(1)
|
As at April 25, 2014, the Company has a total of ten newbuilds on order which are due for delivery through to 2015.
|
•
|
natural resource damages and related assessment costs;
|
•
|
real and personal property damages;
|
•
|
net loss of taxes, royalties, rents, profits or earnings capacity;
|
•
|
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and
|
•
|
loss of subsistence use of natural resources.
|
▪
|
on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
|
▪
|
on-board installation of ship security alert systems, which do not sound on the vessel but only alerts the authorities on shore;
|
▪
|
the development of vessel security plans;
|
▪
|
ship identification number to be permanently marked on a vessel's hull;
|
▪
|
a continuous synopsis record kept onboard showing a vessel's history including, the name of the ship and of the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
|
▪
|
compliance with flag state security certification requirements.
|
Name
|
Jurisdiction of Incorporation
|
Purpose
|
Golar LNG 1460 Corporation
|
Marshall Islands
|
Owns
Golar Viking
|
Golar LNG 2216 Corporation
|
Marshall Islands
|
Owns
Golar Arctic
|
Golar Management Limited
|
United Kingdom
|
Management company
|
Golar GP LLC – Limited Liability Company
|
Marshall Islands
|
Holding company
|
Golar LNG Energy Limited
|
Bermuda
|
Holding company
|
Golar Gimi Limited
|
Marshall Islands
|
Owns
Gimi
|
Golar Hilli Limited
|
Marshall Islands
|
Owns
Hilli
|
Bluewater Gandria N.V.
|
Netherlands
|
Owns and Operates
Golar Gandria
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Owns Hull 2021 (
Golar Seal
)
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Owns Hull 2022 (
Golar Crystal
)
|
Golar Hull M2023 Corporation
|
Marshall Islands
|
Owns Hull 2023 (
Golar Penguin
)
|
Golar Hull M2024 Corporation
|
Marshall Islands
|
Owns Hull 2024 (
Golar Eskimo
)
|
Golar Hull M2026 Corporation
|
Marshall Islands
|
Owns Hull 2026 (
Golar Celsius
)
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Owns Hull 2027 (
Golar Bear
)
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Owns Hull 2047 (
Golar Snow
)
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Owns Hull 2048 (
Golar Ice
)
|
Golar LNG NB10 Corporation
|
Marshall Islands
|
Owns Hull S658 (
Golar Glacier
)
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Owns Hull S659 (
Golar Kelvin
)
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Owns Hull 2055 (
Golar Frost
)
|
Golar LNG NB13 Corporation
|
Marshall Islands
|
Owns Hull 2056 (
Golar Tundra
)
|
•
|
Deconsolidation of Golar Partners from December 13, 2012.
Although our economic interests in the cashflows of Golar Partners remain the same since before and after the deconsolidation, the accounting effect of the deconsolidation resulted in a one-time gain of $854 million and since then, has had a material impact on the presentation of our financial results as compared to prior periods. A summary of the key significant changes that occurred in 2013 when compared to historic periods, as a consequence of the deconsolidation, include:
|
•
|
A decrease in operating income and individual line items therein, in relation to Golar Partner's fleet;
|
•
|
As well as a decrease in net financial expense in respect of Golar Partner's debt and capital lease obligations, net of restricted cash deposits.
|
•
|
Gains on the sale of our vessel interests to Golar Partners, commencing with the
Golar Maria
in February 2013 and more recently, the
Golar Igloo
in March 2014. However, any recognition from the gain related to the sale of our vessels to Golar Partners will be deferred to the extent it relates to the proportion of our interest accounted for under the equity method, which during the subordination period relates solely to our interest in Golar Partner's subordinated units.
|
•
|
Management fee income from the provision of services to Golar Partners under each of the management and administrative services and the fleet management agreements.
|
•
|
Dividend income in respect of our interests in common units and general partner interests (during the subordination period) and IDRs.
|
•
|
Equity in net earnings of affiliates, to reflect our share of the results of Golar Partners calculated with respect to our interests in its subordinated units, but offset by a charge for the amortization of the basis difference in relation to the $854 million gain on loss of control.
|
•
|
For periods when vessels are in lay-up, vessel operating and voyage costs will be lower.
During 2011 and 2012, we had three vessels; the
Gimi
(August 2010 - June 2011),
Hilli
(April 2008 - April 2012) and the
Golar Gandria
(January 2012 to April 2012) which experienced periods of time in lay- up. The
Gimi
was reactivated in September 2011 while the
Hilli
and the
Gandria
were reactivated in April 2012. However, in 2013 and 2014, all three vessels were again placed back into lay-up, the
Hilli
and the
Gandria
since April 2013 and the
Gimi
from January 2014. These three vessels are currently in lay-up but have been earmarked for use in the Company's FLNG vessel conversion projects. While in lay-up we benefited from lower vessel operating costs principally from reduced crew on board, minimal maintenance requirement and voyage costs.
|
•
|
We expect continued inflationary pressure on crew costs
. Due to the specialized nature of operating FSRUs and LNG carriers, the increase in size of the worldwide LNG carrier fleet and the limited pool of qualified officers, we believe that crewing and labor related costs will experience significant increases.
|
•
|
We may enter into different financing arrangements.
Our current financing arrangements may not be representative of the arrangements we will enter into in the future. For example, we may amend our existing credit facilities or enter into other financing arrangements, which may be more expensive. For descriptions of our current financing arrangements, please read "Item 5 - Liquidity and Capital Resources-Borrowing Activities."
|
•
|
Investment in projects.
We are continuing to invest in and develop our various projects. The costs we have incurred historically may not be indicative of future costs.
|
•
|
Our results are affected by fluctuations in the fair value of our derivative instruments
. The change in fair value of some of our derivative instruments is included in our net income as some of our derivative instruments are not designated as hedges for accounting purposes. These changes may fluctuate significantly as interest rates fluctuate. See Note 32 - "Financial Instruments" in the notes to our consolidated financial statements. The unrealized gains or losses relating to the change in fair value of our derivatives do not impact our cash flows.
|
•
|
Expansion of our fleet.
As of April 25, 2014, we have newbuilding commitments for eight LNG carriers and two FSRUs for a total contract cost of $2.1 billion with scheduled deliveries between 2014 through 2015. In addition, in January 2012, we acquired the remaining 50% equity interest in our joint venture, Bluewater Gandria, which owns the vessel the
Golar Gandria
.
|
•
|
In 2010, we commenced a LNG trading business but ceased further activities during the third quarter of 2011, which negatively impacted our results for 2011.
In May 2010, we established a new subsidiary, Golar Commodities to position us in the market for managing and trading LNG cargoes. Activities included structured services to outside customers (such as risk management services), arbitrage activities as well as proprietary trading. During the third quarter of 2011, we determined that, due to unfavorable market conditions, Golar Commodities would wind down its trading activities until such time as opportunities in this sector improved. Golar Commodities had no trades during 2012 and 2013. However, in the first quarter of 2014, we entered into a trade in connection with the
Golar Igloo
charter.
|
•
|
the number of vessels in our fleet;
|
•
|
our ability to maintain good relationships with our key existing customers and to increase the number of our customer relationships;
|
•
|
increased demand for LNG shipping services, including FSRU services, and in connection with this underlying demand and supply for natural gas and specifically LNG;
|
•
|
our ability to employ our vessels operating in the spot market and rates and levels of utilization achieved by our vessels;
|
•
|
the success or failure of the LNG infrastructure projects that we are working on or may work on in the future;
|
•
|
our ability to successfully employ our vessels at economically attractive rates, as our charters expire or are otherwise terminated;
|
•
|
our ability to execute strategic and mutually beneficial sales of our assets, similar to the sale of five of our vessels in exchange for cash of approximately $1.5 billion conducted with Golar Partners;
|
•
|
our ability to obtain debt financing in respect of our capital commitments;
|
•
|
the effective and efficient technical management of our and Golar Partner's vessels;
|
•
|
our ability to obtain and maintain major international energy company approvals and to satisfy their technical, health, safety and compliance standards; and
|
•
|
economic, regulatory, political and governmental conditions that affect the shipping industry. This includes changes in the number of new LNG importing countries and regions and availability of surplus LNG from projects around the world, as well as structural LNG market changes allowing greater flexibility and enhanced competition with other energy sources.
|
•
|
the hire rate earned by our vessels and unscheduled off-hire days;
|
•
|
non-utilization for vessels not subject to fixed rate charters;
|
•
|
pension and share option expense;
|
•
|
mark-to-market charges in interest rate swaps and foreign currency derivatives;
|
•
|
foreign currency exchange gains and losses;
|
•
|
our access to capital required to acquire additional vessels and/or to implement our business strategy;
|
•
|
the performance of our equity interests;
|
•
|
increases in operating costs; and
|
•
|
our level of debt and the related interest expense and amortization of principal.
|
•
|
The deconsolidation of Golar Partners effective December 13, 2012, has had a material impact on our results for the year ended December 31, 2013 and thus comparability to prior periods. The key significant changes noted in 2013 were as follows:
|
◦
|
decrease in operating income in relation to Golar Partner's fleet and decrease in net financial expenses in respect of Golar Partner's debt and capital lease obligation, net of restricted cash;
|
◦
|
following the sale of the company that owns and operates the
Golar Maria
in February 2013 to Golar Partners, we recognized a gain on disposal of $65.6 million;
|
◦
|
included in our operating revenues is $9.3 million of management fee income from the provision of services to Golar Partners under our management and administrative services and fleet management agreements;
|
◦
|
Dividend income of $31.0 million in respect of our interests held in common units and general partner units (during the subordination period) and IDRs;
|
◦
|
Equity in net earnings of affiliates includes $36.0 million in relation to our share of the results of Golar Partners calculated with respect to our interests in its subordinated units but offset by a charge of $21.3 million for the amortization of the basis difference in relation to the $854 million gain on loss of control recognized in 2012; and
|
◦
|
Following the deconsolidation of Golar Partners on December 13, 2012, we recognized a gain on loss of control of $854.0 million in 2012.
|
•
|
Additional operating costs of $13.2 million and $3.4 million in 2013 and 2012, respectively, in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds;
|
•
|
The reactivation of both the
Hilli
and the
Golar Gandria
in April 2012 and the
Gimi
in September 2011 following their time in lay-up. We incurred mobilization costs of approximately $9.9 million in 2012 and $7.5 million in 2011;
|
•
|
Acquisition of the remaining 50% equity interest in
Golar Gandria
in January 2012 which resulted in a gain of $4.1 million net of acquisition-related costs of $0.2 million;
|
•
|
Commencement of our LNG trading business in 2010 through our subsidiary Golar Commodities which contributed to losses of $0.4 million, $1.6 million and $13.1 million to our net income in 2013, 2012 and 2011, respectively;
|
•
|
Bank loan and other financing arrangements we entered into or terminated. This included the entry into the $1.125 billion financing agreement in July 2013 relating to financing for eight of our newbuilding, which resulted in the recognition of $4.4 million commitment fees in 2013;
|
•
|
Interest costs of $22.5 million, $12.1 million and $5.5 million capitalized in 2013, 2012 and 2011, respectively in relation to newbuilds under construction and the FSRU retrofitting of the
NR Satu
;
|
•
|
The period of time our vessel, the
NR Satu
, spent in shipyard undergoing retrofitting for FSRU service. During the period of retrofitting, the vessel did not earn revenue;
|
•
|
Our vessels not on long-term charters are affected by commercial waiting time, including our vessels in lay-up. During 2011 and 2012, we had three vessels: the
Gimi
(August 2010 - June 2011),
Hilli
(April 2008 - April 2012) and the
Golar Gandria
(January 2012 - April 2012) which experienced periods of time in lay-up. The
Gimi
was reactivated in September 2011 while the
Hilli
and the
Golar Gandria
were reactivated in April 2012. However in 2013, these three vessels were again placed back into lay-up, the
Hilli
and the
Gandria
since April 2013 and the
Gimi
from January 2014; and
|
•
|
The realized and unrealized gains and losses on mark-to-market adjustment for our derivative instruments of $45.8 million, $11.0 million and $24.3 million in 2013, 2012 and 2011, respectively and the impact of hedge accounting for certain of our interest rate swap derivatives.
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Total operating revenues
|
99,828
|
|
|
410,345
|
|
|
(310,517
|
)
|
|
(76
|
)%
|
Voyage expenses
|
(14,259
|
)
|
|
(9,853
|
)
|
|
(4,406
|
)
|
|
45
|
%
|
•
|
the deconsolidation of Golar Partners from December 13, 2012. In 2012, Golar Partner's fleet contributed $273.2 million to revenues prior to its deconsolidation;
|
•
|
$19.0 million reduction in revenues in relation to the
Golar Maria
following her disposal to Golar Partners in February 2013;
|
•
|
An overall decline in charter rates and lower utilization levels of our vessels trading on the spot market or in lay-up for the
Golar Viking
,
Gimi
,
Gandria
and
Hilli
. The total operating revenues generated by these vessels in 2013 were $87.6 million compared to $113.7 million in 2012. The
Hilli
and the
Golar
Gandria
also entered into lay-up in April 2013;
|
•
|
A full year of management fee income of $9.3 million in 2013 from the provision of services to Golar Partners under our management and administrative services and fleet management agreements compared to only $0.8 million in 2012 which represented approximately two weeks of income.
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
|||
Calendar days less scheduled off-hire days
|
1,994
|
|
|
4,245
|
|
|
(2,251
|
)
|
|
(53
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average daily TCE (to the closest $100)
|
$
|
38,300
|
|
|
$
|
94,200
|
|
|
$
|
(55,900
|
)
|
|
(59
|
)%
|
(in thousands of $, except for average daily vessel operating costs)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Vessel operating expenses
|
43,750
|
|
|
86,672
|
|
|
(42,922
|
)
|
|
(50
|
)%
|
|
|
|
|
|
|
|
|
||||
Average daily vessel operating costs
|
21,745
|
|
|
18,780
|
|
|
2,965
|
|
|
16
|
%
|
•
|
The deconsolidation of Golar Partners from December 13, 2012. In 2012, Golar Partner's fleet incurred $39.0 million of vessel operating expenses prior to its deconsolidation;
|
•
|
Both the
Hilli
and the
Golar
Gandria
entered into lay-up in April 2013 resulting in lower operating costs. In April 2012, we recognized $9.9 million in respect of mobilization costs associated with the reactivation of both of these vessels. There were no comparable costs in 2013;
|
•
|
Reduced operating costs in relation to the
Golar Maria
following her sale to Golar Partners in February 2013;
|
•
|
Higher operating costs in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds. The total operating costs in respect of our newbuild crewing pool in 2013 were $13.2 million compared to $3.4 million in 2012; and
|
•
|
Additional operating costs in relation to our newbuildings, the
Golar Seal
and
Golar Celsius
, of $2.2 million following their delivery in October 2013. There were no comparable costs in 2012.
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
22,816
|
|
|
23,973
|
|
|
(1,157
|
)
|
|
(5
|
)%
|
•
|
The deconsolidation of Golar Partners from December 13, 2012. Administrative expenses of $4.1 million were attributable to Golar Partners in 2012;
|
•
|
Decrease in legal and other professional fees of $1.2 million principally as a result of higher fees incurred in 2012 in relation to (i) legal fees incurred in respect of claims that we were involved in; and (ii) higher professional fees incurred in connection with the deconsolidation of Golar Partners; and
|
•
|
Decrease in our share option charge of $0.9 million due to a significant number of employee stock options becoming fully vested in 2012.
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Depreciation and amortization
|
36,562
|
|
|
85,187
|
|
|
(48,625
|
)
|
|
(57
|
)%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Impairment of long-term assets
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Gain on disposal of
Golar Maria
(including amortization of deferred gain)
|
65,619
|
|
|
—
|
|
|
65,619
|
|
|
100
|
%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Gain on loss of control
|
—
|
|
|
853,996
|
|
|
(853,996
|
)
|
|
(100
|
)%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Gain on business acquisition
|
—
|
|
|
4,084
|
|
|
(4,084
|
)
|
|
(100
|
)%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Dividend income
|
30,960
|
|
|
—
|
|
|
30,960
|
|
|
100
|
%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Other non-operating expenses
|
(3,355
|
)
|
|
(151
|
)
|
|
(3,204
|
)
|
|
2,122
|
%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Interest income from capital lease restricted cash deposits
|
—
|
|
|
1,721
|
|
|
(1,721
|
)
|
|
(100
|
)%
|
Interest income on high-yield bonds
|
1,972
|
|
|
128
|
|
|
1,844
|
|
|
1,441
|
%
|
Interest income on short-term loan to third party
|
784
|
|
|
—
|
|
|
784
|
|
|
100
|
%
|
Other interest income
|
793
|
|
|
970
|
|
|
(177
|
)
|
|
(18
|
)%
|
Interest Income
|
3,549
|
|
|
2,819
|
|
|
730
|
|
|
26
|
%
|
Capital lease interest expense
|
—
|
|
|
(5,940
|
)
|
|
5,940
|
|
|
(100
|
)%
|
Other debt related interest expense
|
—
|
|
|
(25,984
|
)
|
|
25,984
|
|
|
(100
|
)%
|
Interest Expense
|
—
|
|
|
(31,924
|
)
|
|
31,924
|
|
|
(100
|
)%
|
Mark-to-market adjustment for interest rate swaps
|
56,461
|
|
|
1,223
|
|
|
55,238
|
|
|
4,517
|
%
|
Interest expense on undesignated interest rate swaps
|
(10,626
|
)
|
|
(12,258
|
)
|
|
1,632
|
|
|
(13
|
)%
|
Unrealized and realized gains (losses) on interest rate swaps
|
45,835
|
|
|
(11,035
|
)
|
|
56,870
|
|
|
(515
|
)%
|
Net foreign currency adjustments for re-translation of lease related balances and mark-to-market adjustments for the Winter Lease related currency swap derivative
|
—
|
|
|
1,294
|
|
|
(1,294
|
)
|
|
(100
|
)%
|
Mark-to-market adjustments for foreign currency derivatives (excluding the Winter Lease related currency swap derivative)
|
719
|
|
|
(454
|
)
|
|
1,173
|
|
|
(258
|
)%
|
Financing arrangement fees and other costs
|
(5,632
|
)
|
|
(1,766
|
)
|
|
(3,866
|
)
|
|
219
|
%
|
Other
|
(2,703
|
)
|
|
(1,798
|
)
|
|
(905
|
)
|
|
50
|
%
|
Other Financial Items, net
|
38,219
|
|
|
(13,759
|
)
|
|
51,978
|
|
|
(378
|
)%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Income taxes
|
(3,404
|
)
|
|
2,765
|
|
|
(6,169
|
)
|
|
(223
|
)%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Share of net earnings (losses) in Golar Partners
|
14,678
|
|
|
(735
|
)
|
|
15,413
|
|
|
(2,097
|
)%
|
Share of net earnings in other affiliates
|
1,143
|
|
|
126
|
|
|
1,017
|
|
|
807
|
%
|
|
15,821
|
|
|
(609
|
)
|
|
16,430
|
|
|
(2,698
|
)%
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
|
136
|
|
|
1,040
|
|
|
(904
|
)
|
|
(87
|
)%
|
Depreciation
|
|
309
|
|
|
337
|
|
|
(28
|
)
|
|
(8
|
)%
|
Other operating gains and losses
|
|
—
|
|
|
27
|
|
|
(27
|
)
|
|
(100
|
)%
|
Loss of disposal of fixed assets
|
|
—
|
|
|
151
|
|
|
(151
|
)
|
|
(100
|
)%
|
Net financial expenses
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
(100
|
)%
|
Net loss
|
|
445
|
|
|
1,559
|
|
|
(1,114
|
)
|
|
(71
|
)%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Total operating revenues
|
410,345
|
|
|
299,848
|
|
|
110,497
|
|
|
37
|
%
|
Voyage expenses
|
(9,853
|
)
|
|
(6,042
|
)
|
|
(3,811
|
)
|
|
63
|
%
|
•
|
$37.6 million of additional revenue, representing approximately 8 months of revenues from the
NR Satu
following her successful conversion to an FSRU and the commencement of her 11-year charter with PTNR in May 2012. There were no corresponding revenues in 2011 as the
NR Satu
was principally undergoing its FSRU retrofitting.
|
•
|
Improved charter hire rates in 2012 compared to 2011 for our vessels, the
Golar
Viking
, the
Golar Maria
and the
Golar Arctic,
which were trading on the spot market
.
|
•
|
$22.3 million of additional revenues due to
Gimi
operating for the full year in 2012 compared to approximately only four months in 2011. During 2011, the
Gimi
was in lay-up until June 2011 when she entered the shipyard for her reactivation, which was completed in September 2011.
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
|||
Calendar days less scheduled off-hire days
|
4,245
|
|
|
3,352
|
|
|
893
|
|
|
27
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average daily TCE (to the closest $100)
|
$
|
94,200
|
|
|
$
|
87,700
|
|
|
$
|
6,500
|
|
|
7
|
%
|
(in thousands of $, except for average daily vessel operating costs)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Vessel operating expenses
|
86,672
|
|
|
62,872
|
|
|
23,800
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
||||
Average daily vessel operating costs
|
18,780
|
|
|
14,354
|
|
|
4,426
|
|
|
31
|
%
|
•
|
Re-activation of both the
Hilli
and the
Golar
Gandria
in April 2012
.
We recognized $9.9 million in 2012 in respect of mobilization costs associated with the reactivation of both of these vessels, compared to $7.5 million in 2011 which related to the reactivation of the
Gimi
. In addition, we incurred operating costs from their reactivation date, whereas in 2011, there were no comparable costs as both vessels were in lay-up. We only commenced consolidation of the results of the
Golar
Gandria
following her acquisition in January 2012;
|
•
|
Increased operating costs for the
NR Satu
following her successful FSRU retrofitting in April 2012 as compared to 2011 when she was primarily undergoing her FSRU retrofitting;
|
•
|
Higher operating costs in connection with the increase in our crewing pool in anticipation of the delivery of our newbuilds; and
|
•
|
Higher spares purchases during the maintenance window on the
Golar Winter
and the
Golar Spirit
in 2012.
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
23,973
|
|
|
26,988
|
|
|
(3,015
|
)
|
|
(11
|
)%
|
•
|
Decrease in salaries and benefits of $2.3 million which was mainly the result of lower social security contributions arising from the exercise of a lower volume of share options during 2012; and
|
•
|
Decrease in legal and other professional fees of $1.1 million principally as a result of higher fees incurred in 2011 in relation to (i) the termination of intragroup financing arrangements; and (ii) the delisting of Golar Energy from Oslo Axess.
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Depreciation and amortization
|
85,187
|
|
|
69,814
|
|
|
15,373
|
|
|
22
|
%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Impairment of long-term assets
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Gain on loss of control
|
853,996
|
|
|
—
|
|
|
853,996
|
|
|
100
|
%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Gain on business acquisition
|
4,084
|
|
|
—
|
|
|
4,084
|
|
|
100
|
%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Interest income from capital lease restricted cash deposits
|
1,721
|
|
|
1,567
|
|
|
154
|
|
|
10
|
%
|
Other interest income
|
1,098
|
|
|
190
|
|
|
908
|
|
|
478
|
%
|
Interest Income
|
2,819
|
|
|
1,757
|
|
|
1,062
|
|
|
60
|
%
|
Capital lease interest expense
|
(5,940
|
)
|
|
(5,866
|
)
|
|
(74
|
)
|
|
1
|
%
|
Other debt related interest expense
|
(25,984
|
)
|
|
(19,419
|
)
|
|
(6,565
|
)
|
|
34
|
%
|
Interest Expense
|
(31,924
|
)
|
|
(25,285
|
)
|
|
(6,639
|
)
|
|
26
|
%
|
Mark-to-market adjustment for interest rate swap derivatives
|
1,223
|
|
|
(10,057
|
)
|
|
11,280
|
|
|
(112
|
)%
|
Interest rate swap cash settlements
|
(12,258
|
)
|
|
(14,201
|
)
|
|
1,943
|
|
|
(14
|
)%
|
Unrealized and realized losses on interest rate swaps
|
(11,035
|
)
|
|
(24,258
|
)
|
|
13,223
|
|
|
(55
|
)%
|
Net foreign currency adjustments for re-translation of lease related balances and mark-to-market adjustments for the Winter Lease related currency swap derivative
|
1,294
|
|
|
(766
|
)
|
|
2,060
|
|
|
(269
|
)%
|
Mark-to-market adjustments for foreign currency derivatives (excluding the Winter Lease related currency swap derivative)
|
(454
|
)
|
|
(470
|
)
|
|
16
|
|
|
(3
|
)%
|
Financing arrangement fees and other costs
|
(1,766
|
)
|
|
(930
|
)
|
|
(836
|
)
|
|
90
|
%
|
Other
|
(1,798
|
)
|
|
(2,641
|
)
|
|
843
|
|
|
(32
|
)%
|
Other Financial Items, net
|
(13,759
|
)
|
|
(29,065
|
)
|
|
15,306
|
|
|
(53
|
)%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Income taxes
|
2,765
|
|
|
(1,705
|
)
|
|
4,470
|
|
|
(262
|
)%
|
(in thousands of $)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Equity in net losses of Affiliates
|
(609
|
)
|
|
(1,900
|
)
|
|
1,291
|
|
|
(68
|
)%
|
(in thousands of $)
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Golar Mazo
|
|
(10,139
|
)
|
|
(9,863
|
)
|
|
(276
|
)
|
|
3
|
%
|
Golar Energy
|
|
—
|
|
|
5,105
|
|
|
(5,105
|
)
|
|
(100
|
)%
|
Golar Partners
|
|
(33,001
|
)
|
|
(16,867
|
)
|
|
(16,134
|
)
|
|
96
|
%
|
Total Net income attributable to Non-controlling interests
|
|
(43,140
|
)
|
|
(21,625
|
)
|
|
(21,515
|
)
|
|
99
|
%
|
(in thousands of $)
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
|
1,040
|
|
|
6,691
|
|
|
(5,651
|
)
|
|
(84
|
)%
|
Depreciation
|
|
337
|
|
|
472
|
|
|
(135
|
)
|
|
(29
|
)%
|
Other operating gains and losses
|
|
27
|
|
|
5,438
|
|
|
(5,411
|
)
|
|
(100
|
)%
|
Loss of disposal of fixed assets
|
|
151
|
|
|
—
|
|
|
151
|
|
|
(100
|
)%
|
Net financial expenses
|
|
4
|
|
|
509
|
|
|
(505
|
)
|
|
(99
|
)%
|
Net loss
|
|
1,559
|
|
|
13,110
|
|
|
(11,551
|
)
|
|
(88
|
)%
|
•
|
In February 2014, Golar Partners made a final cash distribution of $0.52 per unit in respect of the quarter ended December 31, 2013, of which we received $14.8 million in relation to our interests in the common units, subordinated units, 2% general partner interest and IDRs, held at the record date;
|
•
|
In March 2014, we sold our equity interests in the company that owns and operates the FSRU, Golar Igloo, to Golar Partners for the purchase price of $310 million. As consideration, Golar Partners assumed $161.3 million of bank debt in respect of the Golar Igloo, drew-down $20.0 million on the available $20 million revolving credit facility and paid us the balance of $128.7 million in cash using the proceeds of its equity offering in December 2013;
|
•
|
Payments for our newbuildings are made in installments in accordance with our contracts with the shipyards. Excluding the
Golar Igloo
which was delivered in February 2014, for our ten remaining newbuilds, $1.3 billion of newbuild installments are due within the year ended December 31, 2014. Of this amount, $230.0 million has been paid as of April 25, 2014;
|
•
|
We made $7.7 million of scheduled debt repayments;
|
•
|
In March 2014, we paid a dividend of $0.45 per share to our shareholders for the quarter ended December 31, 2013. The dividend paid totalled $36.3 million; and
|
•
|
In February 2014, we executed a four ship sale and leaseback transaction with ICBC Financial Leasing Co. Ltd ("ICBL"). The financing structure will fund 90% of the shipyard purchase price of each vessel.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
(in millions of )
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
67.7
|
|
|
233.8
|
|
|
116.6
|
|
Net cash used in investing activities
|
(533.1
|
)
|
|
(290.7
|
)
|
|
(298.6
|
)
|
Net cash provided by financing activities
|
166.0
|
|
|
414.7
|
|
|
84.2
|
|
Net (decrease) increase in cash and cash equivalents
|
(299.4
|
)
|
|
357.8
|
|
|
(97.8
|
)
|
Cash and cash equivalents at beginning of year
|
424.7
|
|
|
66.9
|
|
|
164.7
|
|
Cash and cash equivalents at end of year
|
125.3
|
|
|
424.7
|
|
|
66.9
|
|
•
|
higher installment payments made in respect of our newbuilds;
|
•
|
increase in restricted cash and short-term investments of $22.7 million due to performance bonds for certain projects awarded to us in 2013;
|
•
|
contributions of $5.6 million to Golar Partners to maintain our 2% general partner interest and payment of $12.4 million to acquire additional common units in connection with Golar Partners 2013 equity offerings;
|
•
|
granting of a short-term loan to a third party of $12.0 million, of which $2.5 million was repaid in 2013;
|
•
|
consideration of $119.9 million received from Golar Partners in respect of the sale of
Golar Maria
in February 2013;
|
•
|
proceeds of $99.2 million from the partial sale of our interest in the common units of the Partnership in December 2013; and
|
•
|
proceeds of $34.5 million from the disposal of our high-yield bond participation in Golar Partners.
|
•
|
$256.4 million draw down in respect of our $1.125 billion facility to fund the final installment payments of the
Golar Seal
and
Golar Celsius
delivered in October 2013;
|
•
|
$50.0 million drawdown on our World Shipholding facility;
|
•
|
Payment of dividends during the year of $109.0 million;
|
•
|
Payment of financing costs of $22.6 million in respect of our $1.125 billion facility entered into July 2013; and
|
•
|
Scheduled repayments of $9.4 million on our long-term debt.
|
•
|
Net proceeds of $317.1 million in respect of the follow-on equity public offerings of Golar Partners in 2012;
|
•
|
Proceeds of $442.2 million from the convertible bonds issued by the Company in March 2012 and issuance of Golar Partner's high-yield bonds issued by Golar Partners in October 2012;
|
•
|
Further drawdown of $200 million on the World Shipholding revolving credit facility;
|
•
|
Repayment of $280 million on the World Shipholding revolving credit facility;
|
•
|
Scheduled repayments of $45.2 million on our long-term debt; and
|
•
|
The payment of dividends during the year of $175.9 million. In addition to the payment of $32.1 million of dividends to non-controlling interests.
|
(in millions of $)
|
2013
|
|
|
|
Maturity date
|
World Shipholding revolving credit facility (a related party)
|
50.0
|
|
|
|
2015
|
Golar Arctic facility
|
91.3
|
|
|
|
2015
|
Golar Viking facility
|
86.4
|
|
|
|
2017
|
Convertible bonds
|
233.0
|
|
|
|
2017
|
$1.125 billion facility:
|
|
|
|
|
|
- Golar Seal facility
|
127.9
|
|
|
|
2018/2025*
|
- Golar Celsius facility
|
128.4
|
|
|
|
2018/2025*
|
|
717.0
|
|
|
|
|
Tranche
|
Amount
|
Proportion of facility
|
Term of loan from date of drawdown
|
Repayment terms
|
K-Sure
|
$449 million
|
40%
|
12 years
|
Six-monthly installments
|
KEXIM
|
$450 million
|
40%
|
12 years
|
Six-monthly installments
|
Commercial
|
$226 million
|
20%
|
5 years
|
Six-monthly installments, unpaid balance to be refinanced after 5 years
|
•
|
Cash flows are assumed to be in line with pre-existing contracts and are utilized based on historical performance levels;
|
•
|
For our LNG carriers, once the initial contract period expires, we have estimated cash flows at the lower of our estimated current long-term charter rate or option renewal rate with the existing counterparty; where offhire, we have considered estimated future utilization levels based on historical knowledge;
|
•
|
We have used a discount rate applied to future cash flows equivalent to our estimated incremental borrowing rate, assuming 10 year interest rate swap rates plus a market risk premium;
|
•
|
We have made certain assumptions in relation to the scrap values of our vessels at the end of their useful lives; and
|
•
|
For our LNG carriers that are currently in lay-up but earmarked for conversion to FLNGVs, we have based our estimates upon the results of our feasibility study and projects, according to our understanding of the future FLNGV economics, which include assumptions such as pricing and volume, operating cost levels of future capital investment.
|
•
|
The common units were determined by reference to the quoted market price;
|
•
|
The subordinated units were based on the quoted market price of the listed common units but discounted principally for their non-tradability and reflect the subordinated dividend and liquidation rights during the subordination period;
|
•
|
The general partner units were based on the quoted market price of the listed common units but discounted for the non-tradability through to March 2021; and
|
•
|
The fair value of the IDRs was determined using a Monte Carlo simulation method. This simulation was performed within the Black Scholes option pricing model then solved via an iterative process by applying the Newton-Raphson method for the fair value of the IDRs, such that the price of a unit output by the Monte Carlo simulation equalled the price observed by the market. The method took into the account the historical volatility, share price of the common units as well as the dividend yield as at the deconsolidation date.
|
(in millions of $)
|
Total
Obligation
|
|
|
Due in 2014
|
|
|
Due in 2015 – 2016
|
|
|
Due in 2017 – 2018
|
|
|
Due Thereafter
|
|
Long-Term Debt
|
717.0
|
|
|
30.8
|
|
|
187.8
|
|
|
379.0
|
|
|
119.4
|
|
Interest commitments on long-term debt - floating and other interest rate swaps (1) (2)
|
249.6
|
|
|
59.9
|
|
|
98.5
|
|
|
52.7
|
|
|
38.5
|
|
Operating Lease Obligations
|
1.8
|
|
|
0.4
|
|
|
0.8
|
|
|
0.6
|
|
|
—
|
|
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newbuildings (3)
|
1,647.6
|
|
|
1,495.4
|
|
|
152.2
|
|
|
—
|
|
|
—
|
|
Egyptian Venture (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other Long-Term Liabilities (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
2,616.0
|
|
|
1,586.5
|
|
|
439.3
|
|
|
432.3
|
|
|
157.9
|
|
(1)
|
As of December 31, 2013, we are over-hedged as the notional value of our interest rate swap arrangements is greater than the principal of our debt obligation. However, we expect this level to normalize as we further drawdown on our $1.125 billion facility in connection with our newbuildings.
|
(2)
|
Our interest commitment on our long-term debt is calculated based on an assumed average USD LIBOR of 1.78% and taking into account our various margin rates and interest rate swaps associated with each debt.
|
(3)
|
The construction of our remaining ten newbuildings. The total contract cost for these vessels was approximately $2.1 billion of which, as of December 31, 2013, $1.6 billion remains with $1.5 billion payable in 2014 and $0.1 billion in 2015.
|
(4)
|
As at December 31, 2013, we had a commitment to pay $1.0 million to an unrelated third party, contingent upon the conclusion of a material commercial business transaction by ECGS as consideration for work performed in connection with the setting up and incorporation of ECGS. This liability has been excluded from the above table, as the timing of any cash payment is uncertain.
|
(5)
|
Our Consolidated Balance Sheet as of December 31, 2013, includes $84.3 million classified as "Other long-term liabilities" of which $35.6 million represents liabilities under our pension plans and $18.7 million represents other guarantees provided to Golar Partners. These liabilities have been excluded from the above table as the timing and/or the amount of any cash payment is uncertain. See Note 27 to our consolidated financial statements for additional information regarding our other long-term liabilities.
|
Name
|
|
Age
|
|
Position
|
John Fredriksen
|
|
69
|
|
Chairman of our board of directors, President and Director
|
Kate Blankenship
|
|
49
|
|
Director and Audit Committee member
|
Tor Olav Trøim
|
|
51
|
|
Director
|
Hans Petter Aas
|
|
68
|
|
Director and Audit Committee member
|
Georgina Sousa
|
|
64
|
|
Director and Company Secretary
|
Name
|
|
Age
|
|
Position
|
Doug Arnell
|
|
48
|
|
Chief Executive Officer – Golar Management
|
Oistein Dahl
|
|
53
|
|
Chief Operating Officer and Managing Director of Golar Wilhelmsen Management (GWM)
|
Brian Tienzo
|
|
40
|
|
Chief Financial Officer – Golar Management
|
Hugo Skar
|
|
46
|
|
Chief Technical Officer - Golar Management
|
Director or Officer
|
Beneficial Interest in
Common Shares of
$1.00 each
|
|
Interest in Options
|
|
|
|||||||||
|
Number of shares
|
|
%
|
|
|
Total
number of
options
|
|
Exercise price
|
|
Expiry date
|
||||
John Fredriksen (2)
|
(2
|
)
|
|
(2
|
)
|
|
8,251
|
|
|
$
|
8.78
|
|
|
2014
|
|
|
|
|
|
2,750
|
|
|
$
|
4.78
|
|
|
2015
|
||
Kate Blankenship
|
(1
|
)
|
|
(1
|
)
|
|
17,500
|
|
|
$
|
5.52
|
|
|
2016
|
|
|
|
|
|
8,251
|
|
|
$
|
8.78
|
|
|
2014
|
||
|
|
|
|
|
2,750
|
|
|
$
|
4.78
|
|
|
2015
|
||
Tor Olav Trøim (3)
|
(1
|
)
|
|
(1
|
)
|
|
8,251
|
|
|
$
|
8.78
|
|
|
2014
|
|
|
|
|
|
2,750
|
|
|
$
|
4.78
|
|
|
2015
|
||
Hans Petter Aas
|
(1
|
)
|
|
(1
|
)
|
|
25,000
|
|
|
$
|
5.77
|
|
|
2014
|
Doug Arnell
|
—
|
|
|
—
|
|
|
123,762
|
|
|
$
|
4.78
|
|
|
2015
|
Brian Tienzo
|
—
|
|
|
—
|
|
|
20,297
|
|
|
$
|
8.78
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
6,766
|
|
|
$
|
4.78
|
|
|
2015
|
Oistein Dahl
|
—
|
|
|
—
|
|
|
25,000
|
|
|
$
|
27.75
|
|
|
2016
|
Hugo Skar
|
—
|
|
|
—
|
|
|
5,458
|
|
|
$
|
4.78
|
|
|
2015
|
|
|
Common Shares
|
||||
Owner
|
|
Number
|
|
Percent
|
||
World Shipholding (1)
|
|
36,755,080
|
|
|
45.6
|
%
|
Steinberg Asset Management, LLC (2)
|
|
5,043,412
|
|
|
6.3
|
%
|
(in thousands of $)
|
|
2013
|
|
|
Transactions with Golar Partners and subsidiaries:
|
|
|
|
|
Management and administrative services fees income (i)
|
|
2,569
|
|
|
Ship management fees income (ii)
|
|
6,701
|
|
|
Interest income on high-yield bonds (iii)
|
|
1,972
|
|
|
Total
|
|
11,242
|
|
|
(in thousands of $)
|
|
2013
|
|
|
Trading balances due from Golar Partners and affiliates (iv)
|
|
5,989
|
|
|
Methane Princess Lease security deposits movements (v)
|
|
(4,257
|
)
|
|
•
|
first
, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of $0.4428 per unit for that quarter (the "first target distribution");
|
•
|
second
, 85.0% to all unit holders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.4813 per unit for that quarter (the "second target distribution");
|
•
|
third
, 75.0% to all unit holders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter (the "third target distribution"); and
|
•
|
thereafter
, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive distribution rights, pro rata.
|
(in thousands of $)
|
2013
|
|
|
Frontline Ltd. and subsidiaries ("Frontline") (i)
|
49
|
|
|
Seatankers Management Company Limited ("Seatankers") (i)
|
(45
|
)
|
|
Ship Finance AS ("Ship Finance") (i)
|
207
|
|
|
Golar Wilhelmsen (ii)
|
(4,899
|
)
|
|
World Shipholding (iii)
|
(976
|
)
|
|
|
OSE
|
|
Nasdaq
|
||||||||
|
High
|
|
Low
|
|
High
|
|
|
Low
|
|
||
First quarter 2014
|
*
|
|
*
|
|
$
|
43.94
|
|
|
$
|
33.35
|
|
Fiscal years ended December 31
|
|
|
|
|
|
|
|
||||
2013
|
*
|
|
*
|
|
$
|
41.55
|
|
|
$
|
30.51
|
|
2012
|
NOK288.90
|
|
NOK212.50
|
|
$
|
47.82
|
|
|
$
|
31.71
|
|
2011
|
NOK274.00
|
|
NOK86.25
|
|
$
|
45.59
|
|
|
$
|
14.77
|
|
2010
|
NOK98.50
|
|
NOK59.00
|
|
$
|
15.94
|
|
|
$
|
9.42
|
|
2009
|
NOK77.75
|
|
NOK23.00
|
|
$
|
13.90
|
|
|
$
|
2.63
|
|
•
|
If he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that he shall be removed from office;
|
•
|
If he becomes bankrupt or compounds with his creditors;
|
•
|
If he is prohibited by law from being a Director; or
|
•
|
If he ceases to be a Director by virtue of the Companies Act.
|
•
|
we will not be able to pay our liabilities as they fall due; or
|
•
|
the realizable value of our assets is less than our liabilities.
|
1.
|
Purchase, Sale and Contribution Agreement, dated January 30, 2013, by and between Golar LNG Partners LP, Golar Partners Operating LLC and Golar LNG Ltd., providing for, among other things, the sale of the
Golar Maria.
|
2.
|
Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee.
|
3.
|
Facility Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 24, 2013.
|
•
|
we and each subsidiary are organized in a "qualified foreign country," defined as a country that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under section 883 of the Code; this is also known as the "Country of Organization Requirement"; and
|
•
|
either
|
•
|
more than 50% of the value of our stock is treated as owned, directly or indirectly, by individuals who are "residents" of qualified foreign countries; this is also known as the "Ownership Requirement"; or
|
•
|
our stock is "primarily and regularly traded on an established securities market" in the United States or any qualified foreign country; this is also known as the "Publicly-Traded Requirement".
|
•
|
at least 75% of our gross income in a taxable year is "passive income"; or
|
•
|
at least 50% of our assets in a taxable year (averaged over the year and generally determined based upon value) are held for the production of, or produce, "passive income."
|
•
|
fails to provide an accurate taxpayer identification number;
|
•
|
provides us with an incorrect taxpayer identification number;
|
•
|
is notified by the IRS that it has failed to report all interest or dividends required to be shown on its U.S. federal income tax returns; or
|
•
|
in certain circumstances, fails to comply with applicable certification requirements.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Company's management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
(a)
|
Audit Fees
|
Fiscal year ended December 31, 2013
|
$
|
1,027,801
|
|
Fiscal year ended December 31, 2012
|
$
|
1,776,601
|
|
Fiscal year ended December 31, 2013
|
$
|
—
|
|
Fiscal year ended December 31, 2012
|
$
|
—
|
|
Fiscal year ended December 31, 2013
|
$
|
9,689
|
|
Fiscal year ended December 31, 2012
|
$
|
22,410
|
|
Fiscal year ended December 31, 2013
|
$
|
14,842
|
|
Fiscal year ended December 31, 2012
|
$
|
8,489
|
|
Month of repurchase
|
Total number of shares purchased
|
|
|
Average price paid per share
|
|
|
Total number of Shares purchased as part of publicly announced plans or programme
|
|
|
Maximum Number of shares that may be purchased under the plans or program
|
|
|
November 2007
|
200,000
|
|
|
$
|
20.33
|
|
|
200,000
|
|
|
800,000
|
|
December 2007
|
200,000
|
|
|
$
|
20.68
|
|
|
200,000
|
|
|
600,000
|
|
November 2009
|
300,000
|
|
|
$
|
13.04
|
|
|
300,000
|
|
|
300,000
|
|
As of December 31, 2013
|
700,000
|
|
|
$
|
17.31
|
|
|
700,000
|
|
|
300,000
|
|
Number
|
Description of Exhibit
|
1.1
|
Memorandum of Association of Golar LNG Limited as adopted on May 9, 2001, incorporated by reference to Exhibit 1.1 of the Company's Registration Statement on Form 20-F, filed with the SEC on November 27, 2002, File No. 00050113, or the Original Registration Statement.
|
1.2
|
Amended Bye-Laws of Golar LNG Limited dated September 28, 2007, incorporated by reference to Exhibit 1.2 of the Company's Annual report on Form 20-F for fiscal year ended December 31, 2007.
|
1.3
|
Certificate of Incorporation as adopted on May 11, 2001, incorporated by reference to Exhibit 1.3 of the Company's Original Registration Statement.
|
1.4
|
Articles of Amendment of Memorandum of Association of Golar LNG Limited as adopted by our shareholders on June 1, 2001 (increasing the Company's authorized capital), incorporated by reference to Exhibit 1.4 of the Company's Original Registration Statement.
|
2.1
|
Form of share certificate incorporated by reference to Exhibit 2.1 of the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010.
|
|
|
4.1
|
Golar LNG Limited Stock Option Plan, incorporated by reference to Exhibit 4.6 of the Company's Original Registration Statement.
|
4.2
|
Omnibus Agreement dated April 13, 2011, by and among Golar LNG Ltd., Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
|
4.3
|
Amendment No. 1 to Omnibus Agreement, dated October 5, 2011 by and among Golar LNG Ltd., Golar LNG Partners LP, Golar GP LLC and Golar Energy Limited, incorporated by reference to Exhibit 4.2(a)* of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
|
4.4
|
Bermuda Tax Assurance, dated May 23, 2011.
|
4.6
|
Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee.
|
4.7
|
First Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP, incorporated by reference to Exhibit 1.2 of Golar LNG Partners L.P. Annual Report on Form 20-F for the fiscal year ended December 31, 2011.
|
4.9
|
Facility Agreement between Golar Hull M2021 Corp, Golar Hull M2026 Corp, Golar Hull M2031 Corp, Golar Hull M2022 Corp, Golar Hull M2023 Corp, Golar Hull M2027 Corp, Golar Hull M2024 Corp, Golar LNG NB 12 Corporation, and a consortium of banks for a $1.125 billion facility, dated July 24, 2013.
|
8.1
|
Golar LNG Limited subsidiaries.
|
11.1
|
Golar LNG Limited Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company's Annual Report on Form 20-F for the year ended December 31, 2003.
|
12.1
|
Certification of the Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
12.2
|
Certification of the Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
13.1
|
Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Executive Officer.
|
13.2
|
Certification under Section 906 of the Sarbanes-Oxley act of 2002 of the Principal Financial Officer.
|
15.1
|
Consent of Independent Registered Public Accounting Firm.
|
15.2
|
Consent of Independent Registered Public Accounting Firm.
|
|
Golar LNG Limited
|
||
|
(Registrant)
|
||
|
|
||
Date
|
April 30, 2014
|
By
|
/s/ Brian Tienzo
|
|
|
Brian Tienzo
|
|
|
|
Principal Financial and Accounting Officer
|
|
Page
|
|
Note
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Operating revenues
|
|
|
|
|
|
|
|
||||||
Time charter revenues
|
|
|
90,558
|
|
|
409,593
|
|
|
299,848
|
|
|||
Vessel and other management fees
|
|
|
9,270
|
|
|
752
|
|
|
—
|
|
|||
Total operating revenues
|
|
|
99,828
|
|
|
410,345
|
|
|
299,848
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||
Vessel operating expenses
|
|
|
43,750
|
|
|
86,672
|
|
|
62,872
|
|
|||
Voyage and charter-hire expenses
|
|
|
14,259
|
|
|
9,853
|
|
|
6,042
|
|
|||
Administrative expenses
|
|
|
22,952
|
|
|
25,013
|
|
|
33,679
|
|
|||
Depreciation and amortization
|
|
|
36,871
|
|
|
85,524
|
|
|
70,286
|
|
|||
Impairment of long-term assets
|
9
|
|
500
|
|
|
500
|
|
|
500
|
|
|||
Total operating expenses
|
|
|
118,332
|
|
|
207,562
|
|
|
173,379
|
|
|||
Gain on disposal of
Golar Maria
(including amortization of deferred gain)
|
6
|
|
65,619
|
|
|
—
|
|
|
—
|
|
|||
Other operating gains and losses
|
|
|
—
|
|
|
(27
|
)
|
|
(5,438
|
)
|
|||
Operating income
|
|
|
47,115
|
|
|
202,756
|
|
|
121,031
|
|
|||
Other non-operating income (expense)
|
|
|
|
|
|
|
|
||||||
Gain on loss of control
|
5
|
|
—
|
|
|
853,996
|
|
|
—
|
|
|||
Gain on business acquisition
|
7
|
|
—
|
|
|
4,084
|
|
|
—
|
|
|||
Dividend income
|
|
|
30,960
|
|
|
—
|
|
|
—
|
|
|||
Other non-operating (expense) income
|
|
|
(3,355
|
)
|
|
(151
|
)
|
|
541
|
|
|||
Total other non-operating income
|
|
|
27,605
|
|
|
857,929
|
|
|
541
|
|
|||
Financial income (expenses)
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
|
|
3,549
|
|
|
2,819
|
|
|
1,757
|
|
|||
Interest expense
|
|
|
—
|
|
|
(31,924
|
)
|
|
(25,773
|
)
|
|||
Other financial items, net
|
10
|
|
38,219
|
|
|
(13,763
|
)
|
|
(29,086
|
)
|
|||
Net financial income (expenses)
|
|
|
41,768
|
|
|
(42,868
|
)
|
|
(53,102
|
)
|
|||
Income before equity in net earnings (losses) of affiliates and income taxes
|
|
|
116,488
|
|
|
1,017,817
|
|
|
68,470
|
|
|||
Income taxes
|
11
|
|
3,404
|
|
|
(2,765
|
)
|
|
1,705
|
|
|||
Equity in net earnings (losses) of affiliates
|
14
|
|
15,821
|
|
|
(609
|
)
|
|
(1,900
|
)
|
|||
Net income
|
|
|
135,713
|
|
|
1,014,443
|
|
|
68,275
|
|
|||
Net income attributable to non-controlling interests
|
|
|
—
|
|
|
(43,140
|
)
|
|
(21,625
|
)
|
|||
Net income attributable to Golar LNG Ltd
|
|
135,713
|
|
|
971,303
|
|
|
46,650
|
|
||||
Earnings per share attributable to Golar LNG Ltd stockholders:
Per common share amounts:
|
|
|
|
|
|
|
|
|
|
||||
Earnings – Basic
|
12
|
|
$
|
1.69
|
|
|
$
|
12.09
|
|
|
$
|
0.62
|
|
Earnings – Diluted
|
12
|
|
$
|
1.59
|
|
|
$
|
11.66
|
|
|
$
|
0.62
|
|
Cash dividends declared and paid
|
|
$
|
1.35
|
|
|
$
|
1.93
|
|
|
$
|
1.13
|
|
|
Note
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
135,713
|
|
|
1,014,443
|
|
|
68,275
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) associated with pensions, net of tax
|
28
|
|
5,078
|
|
|
(2,323
|
)
|
|
(3,139
|
)
|
Unrealized net gain on qualifying cash flow hedging instruments
(1)
|
32
|
|
5,010
|
|
|
1,547
|
|
|
1,024
|
|
Unrealized gain on investments in available-for-sale securities
|
21
|
|
1,885
|
|
|
5,911
|
|
|
—
|
|
Other comprehensive income (loss)
|
31
|
|
11,973
|
|
|
5,135
|
|
|
(2,115
|
)
|
Comprehensive income
|
|
|
147,686
|
|
|
1,019,578
|
|
|
66,160
|
|
Comprehensive income attributable to:
|
|
|
|
|
|
|
|
|||
Stockholders of Golar LNG Limited
|
|
|
147,686
|
|
|
978,532
|
|
|
43,636
|
|
Non-controlling interests
|
|
|
—
|
|
|
41,046
|
|
|
22,524
|
|
|
|
|
147,686
|
|
|
1,019,578
|
|
|
66,160
|
|
|
Note
|
|
2013
|
|
|
2012
|
|
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
|
125,347
|
|
|
424,714
|
|
Restricted cash and short-term investments
|
20
|
|
23,432
|
|
|
1,551
|
|
Trade accounts receivable
|
15
|
|
81
|
|
|
385
|
|
Other receivables, prepaid expenses and accrued income
|
16
|
|
14,574
|
|
|
5,309
|
|
Amounts due from related parties
|
33
|
|
6,311
|
|
|
5,915
|
|
Inventories
|
|
|
11,951
|
|
|
2,051
|
|
Total current assets
|
|
|
181,696
|
|
|
439,925
|
|
Long-term assets
|
|
|
|
|
|
|
|
Restricted cash
|
20
|
|
3,111
|
|
|
—
|
|
Investment in available-for-sale securities
|
21
|
|
267,352
|
|
|
353,034
|
|
Investments in affiliates
|
14
|
|
350,918
|
|
|
367,656
|
|
Cost method investments
|
22
|
|
204,172
|
|
|
198,524
|
|
Newbuildings
|
17
|
|
767,525
|
|
|
435,859
|
|
Vessels and equipment, net
|
18
|
|
811,715
|
|
|
573,615
|
|
Deferred charges
|
19
|
|
24,484
|
|
|
4,064
|
|
Other non-current assets
|
23
|
|
54,248
|
|
|
6,769
|
|
Amounts due from related parties
|
33
|
|
—
|
|
|
34,953
|
|
Total assets
|
|
|
2,665,221
|
|
|
2,414,399
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
26
|
|
30,784
|
|
|
14,400
|
|
Trade accounts payable
|
|
|
12,728
|
|
|
10,203
|
|
Accrued expenses
|
24
|
|
22,787
|
|
|
20,413
|
|
Amounts due to related parties
|
33
|
|
363
|
|
|
4,037
|
|
Other current liabilities
|
25
|
|
23,912
|
|
|
38,006
|
|
Total current liabilities
|
|
|
90,574
|
|
|
87,059
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
Long-term debt
|
26
|
|
636,244
|
|
|
490,506
|
|
Long-term debt due to related parties
|
26
|
|
50,000
|
|
|
—
|
|
Other long-term liabilities
|
27
|
|
84,266
|
|
|
72,515
|
|
Total liabilities
|
|
|
861,084
|
|
|
650,080
|
|
Commitments and Contingencies (see notes 34 and 35)
EQUITY
|
|
|
|
|
|
|
|
Share capital 80,579,295 common shares
of $1.00 each issued and outstanding (2012: 80,503,364) |
30
|
|
80,580
|
|
|
80,504
|
|
Additional paid-in capital
|
|
|
656,018
|
|
|
654,042
|
|
Contributed surplus
|
|
|
200,000
|
|
|
200,000
|
|
Accumulated other comprehensive loss
|
|
|
(6,757
|
)
|
|
(18,730
|
)
|
Retained earnings
|
|
|
874,296
|
|
|
848,503
|
|
Total stockholders' equity
|
|
|
1,804,137
|
|
|
1,764,319
|
|
Total liabilities and equity
|
|
|
2,665,221
|
|
|
2,414,399
|
|
|
Note
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Operating activities
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
135,713
|
|
|
1,014,443
|
|
|
68,275
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
36,871
|
|
|
85,524
|
|
|
70,286
|
|
Amortization of deferred charges and debt guarantee
|
|
|
1,120
|
|
|
1,900
|
|
|
1,484
|
|
Equity in net (earnings) losses of affiliates
|
|
|
(15,821
|
)
|
|
609
|
|
|
1,900
|
|
Gain on disposal to Golar Partners (including amortization of deferred gain)
|
6
|
|
(65,619
|
)
|
|
—
|
|
|
—
|
|
Gain on loss of control
|
5
|
|
—
|
|
|
(853,996
|
)
|
|
—
|
|
Gain on business acquisition
|
7
|
|
—
|
|
|
(4,084
|
)
|
|
—
|
|
Loss on disposal of fixed assets
|
|
|
—
|
|
|
151
|
|
|
—
|
|
Dividend income from available-for-sale and cost investments recognized in operating income
|
|
|
(30,960
|
)
|
|
—
|
|
|
—
|
|
Dividends received
|
|
|
64,198
|
|
|
125
|
|
|
—
|
|
Loss (gain) on disposal of available-for-sale securities
|
|
|
754
|
|
|
—
|
|
|
(541
|
)
|
Gain on disposal of high yield bond in Golar Partners
|
|
|
(841
|
)
|
|
—
|
|
|
—
|
|
Compensation cost related to stock options
|
|
|
500
|
|
|
1,357
|
|
|
1,970
|
|
Net foreign exchange (gain) losses
|
|
|
(277
|
)
|
|
11,905
|
|
|
1,669
|
|
Amortization of deferred tax benefits on intra-group transfers
|
|
|
(3,487
|
)
|
|
(7,257
|
)
|
|
(6,687
|
)
|
Impairment of long-term assets
|
|
|
500
|
|
|
500
|
|
|
500
|
|
Drydocking expenditure
|
|
|
(4,248
|
)
|
|
(20,939
|
)
|
|
(19,773
|
)
|
Interest element included in obligations under capital leases
|
|
|
—
|
|
|
401
|
|
|
898
|
|
Change in assets and liabilities, net of effects from the sale of
Golar Maria
:
|
|
|
|
|
|
|
|
|||
Trade accounts receivable
|
|
|
304
|
|
|
2,256
|
|
|
5,245
|
|
Inventories
|
|
|
(10,137
|
)
|
|
167
|
|
|
2,479
|
|
Prepaid expenses, accrued income and other assets
|
|
|
(50,877
|
)
|
|
(7,600
|
)
|
|
(3,721
|
)
|
Amounts due from/to related companies
|
|
|
3,497
|
|
|
(1,021
|
)
|
|
(404
|
)
|
Trade accounts payable
|
|
|
2,525
|
|
|
(520
|
)
|
|
(12,804
|
)
|
Accrued expenses
|
|
|
3,349
|
|
|
10,668
|
|
|
8,082
|
|
Other current liabilities (1)
|
|
|
658
|
|
|
(779
|
)
|
|
(2,250
|
)
|
Net cash provided by operating activities
|
|
|
67,722
|
|
|
233,810
|
|
|
116,608
|
|
Investing activities
|
|
|
|
|
|
|
|
|||
Additions to vessels and equipment
|
|
|
(802
|
)
|
|
(97,228
|
)
|
|
(99,082
|
)
|
Additions to newbuildings
|
|
|
(733,353
|
)
|
|
(245,759
|
)
|
|
(190,100
|
)
|
Investment in subsidiary, net of cash acquired
|
7
|
|
—
|
|
|
(19,438
|
)
|
|
—
|
|
Cash effect of the deconsolidation of Golar Partners
|
|
|
—
|
|
|
(85,467
|
)
|
|
—
|
|
Vendor refinancing - loan repayment from Golar Partners
|
|
|
—
|
|
|
155,000
|
|
|
—
|
|
Investment in affiliates
|
|
|
—
|
|
|
—
|
|
|
(4,152
|
)
|
|
Note
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Investing activities (continued)
|
|
|
|
|
|
|
|
|||
Proceeds from disposal of investments in available-for-sale securities
|
|
|
99,210
|
|
|
—
|
|
|
901
|
|
Additions to available-for-sale-securities
|
|
|
(12,400
|
)
|
|
(173
|
)
|
|
—
|
|
Additions to investments
|
|
|
(5,649
|
)
|
|
—
|
|
|
—
|
|
Short-term loan granted to third party
|
|
|
(11,960
|
)
|
|
—
|
|
|
—
|
|
Repayment of short-term loan granted to third party
|
|
|
2,469
|
|
|
—
|
|
|
—
|
|
Proceeds from disposal of business to Golar Partners, net of cash disposed
|
|
|
119,927
|
|
|
—
|
|
|
—
|
|
Proceeds from disposal of high yield bond in Golar Partners
|
|
|
34,483
|
|
|
—
|
|
|
—
|
|
Short-term loan to Golar Partners
|
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
Repayment of short-term loan granted to Golar Partners
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
Proceeds from disposal of fixed assets
|
|
|
—
|
|
|
40
|
|
|
—
|
|
Restricted cash and short-term investments
|
|
|
(24,992
|
)
|
|
2,325
|
|
|
(6,211
|
)
|
Net cash used in investing activities
|
|
|
(533,067
|
)
|
|
(290,700
|
)
|
|
(298,644
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|||
Proceeds from short-term debt
|
|
|
—
|
|
|
—
|
|
|
23,600
|
|
Proceeds from long-term debt (including related parties)
|
26
|
|
306,358
|
|
|
642,241
|
|
|
80,000
|
|
Repayments of obligations under capital leases
|
|
|
—
|
|
|
(6,288
|
)
|
|
(6,054
|
)
|
Repayments of long-term debt (including related parties)
|
26
|
|
(9,400
|
)
|
|
(325,166
|
)
|
|
(105,750
|
)
|
Repayments of short-term debt
|
|
|
—
|
|
|
—
|
|
|
(23,600
|
)
|
Financing costs paid
|
|
|
(22,612
|
)
|
|
(7,842
|
)
|
|
—
|
|
Cash dividends paid
|
|
|
(108,976
|
)
|
|
(175,904
|
)
|
|
(65,022
|
)
|
Non-controlling interest dividends
|
33
|
|
—
|
|
|
(32,082
|
)
|
|
(12,532
|
)
|
Proceeds from exercise of share options (including disposal of treasury shares)
|
|
|
608
|
|
|
2,613
|
|
|
13,845
|
|
Proceeds from issuance of equity in Golar Partners to non-controlling interests
|
29
|
|
—
|
|
|
317,119
|
|
|
287,795
|
|
Acquisition of non-controlling interests
|
|
|
—
|
|
|
—
|
|
|
(108,050
|
)
|
Net cash provided by financing activities
|
|
|
165,978
|
|
|
414,691
|
|
|
84,232
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(299,367
|
)
|
|
357,801
|
|
|
(97,804
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
424,714
|
|
|
66,913
|
|
|
164,717
|
|
Cash and cash equivalents at end of period
|
|
|
125,347
|
|
|
424,714
|
|
|
66,913
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
|
—
|
|
|
35,798
|
|
|
30,727
|
|
Income taxes paid
|
|
|
1,322
|
|
|
1,671
|
|
|
2,426
|
|
|
Note
|
|
Share Capital
|
|
Treasury Shares
|
|
Additional Paid-in Capital
|
|
Contri- buted Surplus
|
|
Accumu-lated Other Compre- hensive Loss
|
|
Accumu- lated Earnings
|
|
Non-controll- ing Interest
|
|
Total
Equity
|
||||||||
Balance at December 31, 2010
|
|
|
67,808
|
|
|
(2,280
|
)
|
|
100,285
|
|
|
200,000
|
|
|
(33,311
|
)
|
|
78,086
|
|
|
188,734
|
|
|
599,322
|
|
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,650
|
|
|
21,625
|
|
|
68,275
|
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,156
|
)
|
|
—
|
|
|
(86,156
|
)
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
1,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,970
|
|
Exercise of share options (including disposal of treasury shares)
|
|
|
825
|
|
|
2,280
|
|
|
12,493
|
|
|
—
|
|
|
—
|
|
|
(4,487
|
)
|
|
667
|
|
|
11,778
|
|
Incorporation costs
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Non-controlling interest dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,532
|
)
|
|
(12,532
|
)
|
Acquisition of shares in Golar Energy held by non-controlling interest
|
29
|
|
11,604
|
|
|
—
|
|
|
3,853
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
|
(129,379
|
)
|
|
(112,545
|
)
|
Creation of non-controlling interest in Golar Partners upon its IPO
|
29
|
|
—
|
|
|
—
|
|
|
183,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,773
|
|
|
287,783
|
|
Impact of transfer of
Golar Freeze
into Golar Partners
|
29
|
|
—
|
|
|
—
|
|
|
96,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,732
|
)
|
|
—
|
|
Other comprehensive (loss) income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,014
|
)
|
|
—
|
|
|
899
|
|
|
(2,115
|
)
|
Balance at December 31, 2011
|
|
|
80,237
|
|
|
—
|
|
|
398,383
|
|
|
200,000
|
|
|
(34,948
|
)
|
|
34,093
|
|
|
78,055
|
|
|
755,820
|
|
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
971,303
|
|
|
43,140
|
|
|
1,014,443
|
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,769
|
)
|
|
—
|
|
|
(154,769
|
)
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
1,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,357
|
|
Issuance of convertible bonds, net of issue costs
|
|
|
—
|
|
|
—
|
|
|
24,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,979
|
|
Exercise of share options
|
|
|
267
|
|
|
—
|
|
|
4,470
|
|
|
—
|
|
|
—
|
|
|
(2,124
|
)
|
|
—
|
|
|
2,613
|
|
Non-controlling interest dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,082
|
)
|
|
(32,082
|
)
|
Golar Partners - Equity Issuance
|
29
|
|
—
|
|
|
—
|
|
|
50,753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266,366
|
|
|
317,119
|
|
Impact of transfer of
NR Satu
into Golar Partners
|
29
|
|
—
|
|
|
—
|
|
|
85,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,781
|
)
|
|
—
|
|
Impact of transfer of
Golar Grand
into Golar Partners
|
29
|
|
—
|
|
|
—
|
|
|
88,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,319
|
)
|
|
—
|
|
Deconsolidation of Golar Partners
|
5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,989
|
|
|
—
|
|
|
(179,285
|
)
|
|
(170,296
|
)
|
Other comprehensive income (loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,229
|
|
|
—
|
|
|
(2,094
|
)
|
|
5,135
|
|
Balance at December 31, 2012
|
|
|
80,504
|
|
|
—
|
|
|
654,042
|
|
|
200,000
|
|
|
(18,730
|
)
|
|
848,503
|
|
|
—
|
|
|
1,764,319
|
|
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,713
|
|
|
—
|
|
|
135,713
|
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,976
|
)
|
|
—
|
|
|
(108,976
|
)
|
Exercise of share options
|
|
|
76
|
|
|
—
|
|
|
1,476
|
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|
608
|
|
Grant of share options
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
Other comprehensive income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,973
|
|
|
—
|
|
|
—
|
|
|
11,973
|
|
Balance at December 31, 2013
|
|
|
80,580
|
|
|
—
|
|
|
656,018
|
|
|
200,000
|
|
|
(6,757
|
)
|
|
874,296
|
|
|
—
|
|
|
1,804,137
|
|
1.
|
GENERAL
|
2.
|
ACCOUNTING POLICIES
|
Vessels
|
40 to 50 years
|
Deferred drydocking expenditure
|
two to five years
|
Office equipment and fittings
|
three to six years
|
3.
|
SUBSIDIARIES
|
Name
|
Jurisdiction of Incorporation
|
Purpose
|
Golar LNG 1460 Corporation
|
Marshall Islands
|
Owns
Golar Viking
|
Golar LNG 2216 Corporation
|
Marshall Islands
|
Owns
Golar Arctic
|
Golar Management Limited
|
United Kingdom
|
Management company
|
Golar GP LLC – Limited Liability Company
|
Marshall Islands
|
Holding company
|
Golar LNG Energy Limited
|
Bermuda
|
Holding company
|
Golar Gimi Limited
|
Marshall Islands
|
Owns
Gimi
|
Golar Hilli Limited
|
Marshall Islands
|
Owns
Hilli
|
Bluewater Gandria N.V.
|
Netherlands
|
Owns and Operates
Golar Gandria
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Owns Hull 2021 (
Golar Seal
)
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Owns Hull 2022 (
Golar Crystal
)
|
Golar Hull M2023 Corporation
|
Marshall Islands
|
Owns Hull 2023 (
Golar Penguin
)
|
Golar Hull M2024 Corporation
|
Marshall Islands
|
Owns Hull 2024 (
Golar Eskimo
)
|
Golar Hull M2026 Corporation
|
Marshall Islands
|
Owns Hull 2026 (
Golar Celsius
)
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Owns Hull 2027 (
Golar Bear
)
|
Golar Hull M2031 Corporation
|
Marshall Islands
|
Owns Hull 2031 (
Golar Igloo
)
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Owns Hull 2047 (
Golar Snow
)
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Owns Hull 2048 (
Golar Ice
)
|
Golar LNG NB10 Corporation
|
Marshall Islands
|
Owns Hull S658 (
Golar Glacier
)
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Owns Hull S659 (
Golar Kelvin
)
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Owns Hull 2055 (
Golar Frost
)
|
Golar LNG NB13 Corporation
|
Marshall Islands
|
Owns Hull 2056 (
Golar Tundra
)
|
|
|
|
4.
|
RECENTLY ISSUED ACCOUNTING STANDARDS
|
5.
|
DECONSOLIDATION OF GOLAR PARTNERS
|
(in thousands of $)
|
|
As of deconsolidation date (December 13, 2012)
|
|
Fair value of investment in Golar Partners (a)
|
|
900,926
|
|
Carrying value of the non-controlling interest in Golar Partners
|
|
179,285
|
|
Subtotal
|
|
1,080,211
|
|
Less:
|
|
|
|
Carrying value of Golar Partner's net assets
|
|
238,409
|
|
Guarantees issued to Golar Partners (c)
|
|
23,266
|
|
Accumulated other comprehensive loss relating to Golar Partners (d)
|
|
8,989
|
|
Deferred tax benefit on intra-group transfers of long-term assets (f)
|
|
(44,449
|
)
|
Gain on loss of control of Golar Partners
|
|
853,996
|
|
(in thousands of $)
|
As of December 13, 2012
|
|
Common units (i)
|
346,950
|
|
General Partner units and Incentive Distribution Rights ("IDRs") (ii)
|
191,177
|
|
Subordinated units (iii)
|
362,799
|
|
|
900,926
|
|
(in thousands of $)
|
Book value
|
|
Fair value
|
|
Basis difference
|
|
Golar's share of the basis difference
|
||||
|
100%
|
|
100%
|
|
100%
|
|
24.8%*
|
||||
|
|
|
|
|
|
|
|
||||
Vessels and equipment and vessels under capital leases (i)
|
1,192,779
|
|
|
1,687,162
|
|
|
494,383
|
|
|
122,591
|
|
Charter agreements (ii)
|
—
|
|
|
508,631
|
|
|
508,631
|
|
|
126,124
|
|
Goodwill (iii)
|
—
|
|
|
445,100
|
|
|
445,100
|
|
|
110,371
|
|
|
1,192,779
|
|
|
2,640,893
|
|
|
1,448,114
|
|
|
359,086
|
|
(in thousands of $)
|
|
As of December 13, 2012
|
|
|
|
|
|
Debt guarantees
|
|
4,548
|
|
Golar Grand Option
|
|
7,217
|
|
Methane Princess tax lease indemnity
|
|
11,500
|
|
|
|
23,265
|
|
6.
|
DISPOSAL OF A SUBSIDIARY
|
(in thousands of $)
|
Golar Maria
|
|
Cash consideration received (1)
|
127,900
|
|
Carrying value of the assets sold to Golar Partners
|
(45,630
|
)
|
Gain on disposal
|
82,270
|
|
Deferred gain on sale (note 27)
|
(17,114
|
)
|
Gain recognized on sale of
Golar Maria
|
65,156
|
|
7.
|
BUSINESS COMBINATION
|
(in thousands of $)
|
|
|
January 18, 2012
|
|
|
Fair value of previously held 50% equity interest (a)
|
|
|
19,500
|
|
|
Purchase consideration - cash
|
|
|
19,500
|
|
|
Total assumed acquisition consideration
|
|
|
39,000
|
|
|
Less: Fair value of net assets acquired:
|
|
|
|
||
Vessel and equipment, net
|
40,000
|
|
|
|
|
Inventories
|
931
|
|
|
|
|
Cash
|
62
|
|
|
|
|
Prepayments
|
40
|
|
|
|
|
Other liabilities
|
(100
|
)
|
|
|
|
Subtotal
|
|
|
(40,933
|
)
|
|
Gain on bargain purchase of Bluewater Gandria
|
|
|
(1,933
|
)
|
(in thousands of $)
|
|
|
Equity investment in Bluewater Gandria
|
|
Fair value of previously held 50% equity interest
|
|
|
19,500
|
|
Less: Carrying value at acquisition date
|
|
|
(17,144
|
)
|
Gain on remeasurement of equity interest
|
|
|
2,356
|
|
8.
|
SEGMENTAL INFORMATION
|
•
|
Vessel Operations – We own and subsequently charter out LNG carriers on fixed terms to customers.
|
•
|
LNG Trading – Provides physical and financial risk management in LNG and gas markets for its customers around the world. Activities include structured services to outside customers, arbitrage service as well as proprietary trading.
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||||||||
|
Vessel operations
|
|
LNG
Trading
|
|
Total
|
|
Vessel
operations
|
|
LNG
Trading
|
|
Total
|
|
Vessel
operations |
|
LNG
Trading |
|
Total
|
|
Time charter revenues
|
90,558
|
|
—
|
|
90,558
|
|
409,593
|
|
—
|
|
409,593
|
|
299,848
|
|
—
|
|
299,848
|
|
Vessel and other management fees
|
9,270
|
|
—
|
|
9,270
|
|
752
|
|
—
|
|
752
|
|
—
|
|
—
|
|
—
|
|
Vessel and voyage operating expenses
|
(58,009
|
)
|
—
|
|
(58,009
|
)
|
(96,525
|
)
|
—
|
|
(96,525
|
)
|
(68,914
|
)
|
—
|
|
(68,914
|
)
|
Administrative expenses
|
(22,816
|
)
|
(136
|
)
|
(22,952
|
)
|
(23,973
|
)
|
(1,040
|
)
|
(25,013
|
)
|
(26,988
|
)
|
(6,691
|
)
|
(33,679
|
)
|
Impairment of long-term assets
|
(500
|
)
|
—
|
|
(500
|
)
|
(500
|
)
|
—
|
|
(500
|
)
|
(500
|
)
|
—
|
|
(500
|
)
|
Depreciation and amortization
|
(36,562
|
)
|
(309
|
)
|
(36,871
|
)
|
(85,187
|
)
|
(337
|
)
|
(85,524
|
)
|
(69,814
|
)
|
(472
|
)
|
(70,286
|
)
|
Other operating gains and losses
|
—
|
|
—
|
|
—
|
|
—
|
|
(27
|
)
|
(27
|
)
|
—
|
|
(5,438
|
)
|
(5,438
|
)
|
Gain on disposal of
Golar Maria
(including amortization of deferred gain)
|
65,619
|
|
—
|
|
65,619
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Operating income (loss)
|
47,560
|
|
(445
|
)
|
47,115
|
|
204,160
|
|
(1,404
|
)
|
202,756
|
|
133,632
|
|
(12,601
|
)
|
121,031
|
|
Other non-operating income (loss)
|
27,605
|
|
—
|
|
27,605
|
|
858,080
|
|
(151
|
)
|
857,929
|
|
541
|
|
—
|
|
541
|
|
Net financial income (expenses)
|
41,768
|
|
—
|
|
41,768
|
|
(42,864
|
)
|
(4
|
)
|
(42,868
|
)
|
(52,593
|
)
|
(509
|
)
|
(53,102
|
)
|
Income taxes
|
3,404
|
|
—
|
|
3,404
|
|
(2,765
|
)
|
—
|
|
(2,765
|
)
|
1,705
|
|
—
|
|
1,705
|
|
Equity in net earnings (losses) of affiliates
|
15,821
|
|
—
|
|
15,821
|
|
(609
|
)
|
—
|
|
(609
|
)
|
(1,900
|
)
|
—
|
|
(1,900
|
)
|
Net income (loss)
|
136,158
|
|
(445
|
)
|
135,713
|
|
1,016,002
|
|
(1,559
|
)
|
1,014,443
|
|
81,385
|
|
(13,110
|
)
|
68,275
|
|
Non-controlling interests
|
—
|
|
—
|
|
—
|
|
(43,140
|
)
|
—
|
|
(43,140
|
)
|
(21,625
|
)
|
—
|
|
(21,625
|
)
|
Net income attributable to Golar LNG Ltd
|
136,158
|
|
(445
|
)
|
135,713
|
|
972,862
|
|
(1,559
|
)
|
971,303
|
|
59,760
|
|
(13,110
|
)
|
46,650
|
|
Total assets
|
2,664,953
|
|
268
|
|
2,665,221
|
|
2,413,564
|
|
835
|
|
2,414,399
|
|
2,230,006
|
|
2,628
|
|
2,232,634
|
|
Investment in affiliates
|
350,918
|
|
—
|
|
350,918
|
|
367,656
|
|
—
|
|
367,656
|
|
22,529
|
|
—
|
|
22,529
|
|
Capital Expenditures
|
734,155
|
|
—
|
|
734,155
|
|
342,987
|
|
—
|
|
342,987
|
|
289,182
|
|
—
|
|
289,182
|
|
(in thousands of $)
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Gdf Suez Gas
|
10,015
|
|
|
11
|
%
|
|
22,326
|
|
|
5
|
%
|
|
4,931
|
|
|
2
|
%
|
Major Japanese trading Company
|
47,744
|
|
|
53
|
%
|
|
38,992
|
|
|
9
|
%
|
|
—
|
|
|
—
|
%
|
Eni Spa
|
8,912
|
|
|
10
|
%
|
|
2,480
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
Petrobras*
|
—
|
|
|
—
|
%
|
|
90,321
|
|
|
22
|
%
|
|
93,741
|
|
|
31
|
%
|
Dubai Supply Authority*
|
—
|
|
|
—
|
%
|
|
45,951
|
|
|
11
|
%
|
|
47,054
|
|
|
16
|
%
|
Pertamina*
|
—
|
|
|
—
|
%
|
|
35,455
|
|
|
9
|
%
|
|
37,829
|
|
|
13
|
%
|
Qatar Gas Transport Company*
|
—
|
|
|
—
|
%
|
|
23,006
|
|
|
6
|
%
|
|
35,461
|
|
|
12
|
%
|
BG Group plc*
|
13,114
|
|
|
14
|
%
|
|
96,179
|
|
|
23
|
%
|
|
25,101
|
|
|
8
|
%
|
PT Nusantara Regas*
|
—
|
|
|
—
|
%
|
|
38,789
|
|
|
9
|
%
|
|
—
|
|
|
—
|
|
Revenues (in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Brazil*
|
|
—
|
|
|
90,321
|
|
|
93,741
|
|
United Arab Emirates*
|
|
—
|
|
|
45,951
|
|
|
47,054
|
|
Indonesia*
|
|
—
|
|
|
38,789
|
|
|
—
|
|
9.
|
IMPAIRMENT OF LONG-TERM ASSETS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
FSRU conversion parts (see note 23)
|
500
|
|
|
500
|
|
|
500
|
|
10.
|
OTHER FINANCIAL ITEMS, NET
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Mark-to-market adjustment for interest rate swap derivatives (see note 32)
|
56,461
|
|
|
1,223
|
|
|
(10,057
|
)
|
Interest rate swap cash settlements (see note 32)
|
(10,626
|
)
|
|
(12,258
|
)
|
|
(14,201
|
)
|
Mark-to-market adjustment for foreign currency derivatives (see note 32)
|
719
|
|
|
6,485
|
|
|
(1,417
|
)
|
Foreign exchange (loss) gain on capital lease obligations and related restricted cash, net
|
—
|
|
|
(5,645
|
)
|
|
182
|
|
Financing arrangement fees and other costs
|
(5,632
|
)
|
|
(1,766
|
)
|
|
(930
|
)
|
Amortization of deferred financing costs and debt guarantee
|
(1,120
|
)
|
|
(1,900
|
)
|
|
(1,484
|
)
|
Foreign exchange (loss) gain on operations
|
(1,583
|
)
|
|
94
|
|
|
(945
|
)
|
Other
|
—
|
|
|
4
|
|
|
(234
|
)
|
|
38,219
|
|
|
(13,763
|
)
|
|
(29,086
|
)
|
11.
|
TAXATION
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Current tax (credit) expense:
|
|
|
|
|
|
|||
U.K.
|
(27
|
)
|
|
2,101
|
|
|
2,733
|
|
Indonesia
|
—
|
|
|
6,828
|
|
|
—
|
|
Brazil
|
—
|
|
|
1,002
|
|
|
1,363
|
|
Total current tax (credit) expense
|
(27
|
)
|
|
9,931
|
|
|
4,096
|
|
Deferred tax expense:
|
|
|
|
|
|
|
|
|
U.K.
|
110
|
|
|
91
|
|
|
886
|
|
Amortization of tax benefit arising on intra-group transfers of long-term assets (see note 27)
|
(3,487
|
)
|
|
(7,257
|
)
|
|
(6,687
|
)
|
Total income tax (credit) expense
|
(3,404
|
)
|
|
2,765
|
|
|
(1,705
|
)
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Deferred tax assets, gross and net
|
421
|
|
|
531
|
|
12.
|
EARNINGS PER SHARE
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net income attributable to Golar LNG Ltd stockholders – basic
|
135,713
|
|
|
971,303
|
|
|
46,650
|
|
Add: Interest expense on convertible bonds
|
—
|
|
|
11,358
|
|
|
—
|
|
Net income attributable to Golar LNG Ltd stockholders - diluted
|
135,713
|
|
|
982,661
|
|
|
46,650
|
|
(in thousands)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Basic earnings per share:
|
|
|
|
|
|
|||
Weighted average number of common shares outstanding
|
80,530
|
|
|
80,324
|
|
|
74,707
|
|
|
|
|
|
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
80,530
|
|
|
80,324
|
|
|
74,707
|
|
Effect of dilutive share options
|
381
|
|
|
380
|
|
|
326
|
|
Effect of dilutive convertible bonds
|
4,545
|
|
|
3,539
|
|
|
—
|
|
Common stock and common stock equivalents
|
85,456
|
|
|
84,243
|
|
|
75,033
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Basic
|
$
|
1.69
|
|
|
$
|
12.09
|
|
|
$
|
0.62
|
|
Diluted
|
$
|
1.59
|
|
|
$
|
11.66
|
|
|
$
|
0.62
|
|
13.
|
OPERATING LEASES
|
Year ending December 31,
|
Total
|
|
(in thousands of $)
|
|
|
2014
|
50,188
|
|
2015
|
11,413
|
|
Total
|
61,601
|
|
14.
|
INVESTMENTS IN AFFILIATES
|
|
2013
|
|
|
2012
|
|
Golar Partners
(1) (2)
|
25.4
|
%
|
|
29.9
|
%
|
Egyptian Company for Gas Services S.A.E ("ECGS")
|
50
|
%
|
|
50
|
%
|
Golar Wilhelmsen Management AS ("Golar Wilhelmsen")
|
60
|
%
|
|
60
|
%
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Cost
|
374,729
|
|
|
374,729
|
|
Dividend
|
(33,363
|
)
|
|
(125
|
)
|
Equity in net earnings (losses) of other affiliates
|
8,698
|
|
|
(6,948
|
)
|
Share of other comprehensive income in affiliate
|
854
|
|
|
—
|
|
Equity in net assets of affiliates
|
350,918
|
|
|
367,656
|
|
(in thousands of $)
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Golar Wilhelmsen
|
|
ECGS
|
|
Golar Partners
|
|
Golar Wilhelmsen
|
|
ECGS
|
|
Golar Partners
|
|
Balance Sheet
|
|
|
|
|
|
|
||||||
Current assets
|
4,422
|
|
38,365
|
|
136,379
|
|
7,690
|
|
31,853
|
|
107,370
|
|
Non-current assets
|
6
|
|
156
|
|
1,584,840
|
|
—
|
|
1,368
|
|
1,403,604
|
|
Current liabilities
|
3,312
|
|
25,934
|
|
241,072
|
|
7,667
|
|
20,859
|
|
169,717
|
|
Non-current liabilities
|
400
|
|
1,183
|
|
910,020
|
|
—
|
|
1,183
|
|
1,099,713
|
|
Non-controlling interest
|
—
|
|
—
|
|
70,777
|
|
—
|
|
—
|
|
71,858
|
|
|
|
|
|
|
|
|
||||||
Statement of Operations
|
|
|
|
|
|
|
||||||
Revenue
|
5,957
|
|
75,309
|
|
329,190
|
|
4,245
|
|
61,769
|
|
286,630
|
|
Net income (loss)
|
695
|
|
1,318
|
|
150,819
|
|
(494
|
)
|
849
|
|
127,141
|
|
|
|
|
|
|
|
|
15.
|
TRADE ACCOUNTS RECEIVABLE
|
16.
|
OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Prepaid expenses
|
1,236
|
|
|
1,318
|
|
Other receivables
|
12,968
|
|
|
3,991
|
|
Corporation tax receivable
|
370
|
|
|
—
|
|
|
14,574
|
|
|
5,309
|
|
17.
|
NEWBUILDINGS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Purchase price installments
|
718,851
|
|
|
418,062
|
|
Interest costs capitalized
|
30,825
|
|
|
13,897
|
|
Other costs capitalized
|
17,849
|
|
|
3,900
|
|
|
767,525
|
|
|
435,859
|
|
18.
|
VESSELS AND EQUIPMENT, NET
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Cost
|
1,043,439
|
|
|
771,945
|
|
Accumulated depreciation
|
(231,724
|
)
|
|
(198,330
|
)
|
Net book value
|
811,715
|
|
|
573,615
|
|
19.
|
DEFERRED CHARGES
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Debt arrangement fees and other deferred financing charges
|
27,845
|
|
|
6,335
|
|
Accumulated amortization
|
(3,361
|
)
|
|
(2,271
|
)
|
|
24,484
|
|
|
4,064
|
|
20.
|
RESTRICTED CASH AND SHORT-TERM INVESTMENTS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Total restricted cash
|
26,543
|
|
|
1,551
|
|
Less: Amounts included in short-term restricted cash and short-term investments
|
23,432
|
|
|
1,551
|
|
Long-term restricted cash
|
3,111
|
|
|
—
|
|
21.
|
INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Golar Partners (see note 5)
|
267,352
|
|
|
352,861
|
|
GasLog
|
—
|
|
|
173
|
|
|
267,352
|
|
|
353,034
|
|
22.
|
COST METHOD INVESTMENTS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Golar Partners
|
196,825
|
|
|
191,177
|
|
OLT Offshore LNG Toscana S.p.A ("OLT–O")
|
7,347
|
|
|
7,347
|
|
|
204,172
|
|
|
198,524
|
|
23.
|
OTHER NON-CURRENT ASSETS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Deferred tax asse
t (see note 11)
|
421
|
|
|
531
|
|
Mark-to-market interest rate swaps valuatio
n (see note 32)
|
46,827
|
|
|
—
|
|
Other long-term assets
|
7,000
|
|
|
6,238
|
|
|
54,248
|
|
|
6,769
|
|
24.
|
ACCRUED EXPENSES
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Vessel operating and drydocking expenses
|
6,890
|
|
|
8,248
|
|
Administrative expenses
|
6,105
|
|
|
8,070
|
|
Interest expense
|
9,792
|
|
|
3,094
|
|
Provision for taxes
|
—
|
|
|
1,001
|
|
|
22,787
|
|
|
20,413
|
|
25.
|
OTHER CURRENT LIABILITIES
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Deferred drydocking, operating cost and charterhire revenue
|
7,724
|
|
|
8,040
|
|
Mark-to-market interest rate swaps valuation (see note 32)
|
11,401
|
|
|
26,472
|
|
Mark-to-market currency swaps valuation (see note 32)
|
729
|
|
|
94
|
|
Current portion of the deferred tax benefit arising on intra-group transfer of long-term assets (see note 27)
|
3,487
|
|
|
3,156
|
|
Other
|
571
|
|
|
244
|
|
|
23,912
|
|
|
38,006
|
|
26.
|
DEBT
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Total long-term debt due to third parties
|
667,028
|
|
|
504,906
|
|
Total long-term debt due to related parties
|
50,000
|
|
|
—
|
|
Total long-term debt (including related parties)
|
717,028
|
|
|
504,906
|
|
Less: current portion of long-term debt due to third parties and related parties
|
(30,784
|
)
|
|
(14,400
|
)
|
Long-term debt (including related parties)
|
686,244
|
|
|
490,506
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
Maturity date
|
World Shipholding revolving credit facility (a related party)
|
50,000
|
|
|
—
|
|
|
2015
|
Golar Maria facility
|
—
|
|
|
89,525
|
|
|
2014
|
Golar Arctic facility
|
91,250
|
|
|
96,250
|
|
|
2015
|
Golar Viking facility
|
86,400
|
|
|
90,800
|
|
|
2017
|
Convertible bonds
|
233,020
|
|
|
228,331
|
|
|
2017
|
$1.125 billion facility:
|
|
|
|
|
|
||
- Golar Seal facility
|
127,935
|
|
|
—
|
|
|
2018/2025*
|
- Golar Celsius facility
|
128,423
|
|
|
—
|
|
|
2018/2025*
|
|
717,028
|
|
|
504,906
|
|
|
|
Tranche
|
Amount
|
Proportion of facility
|
Term of loan from date of drawdown
|
Repayment terms
|
K-Sure
|
$449.0 million
|
40%
|
12 years
|
Six-monthly installments
|
KEXIM
|
$450.0 million
|
40%
|
12 years
|
Six-monthly installments
|
Commercial
|
$226.0 million
|
20%
|
5 years
|
Six-monthly installments, unpaid balance to be refinanced after 5 years
|
27.
|
OTHER LONG-TERM LIABILITIES
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Deferred gain on sale of
Golar Maria
(see note 6)
|
16,660
|
|
|
—
|
|
Tax benefits on intra-group transfers of long-term assets
|
5,204
|
|
|
9,022
|
|
Pension obligations (
see note 28)
|
35,645
|
|
|
40,097
|
|
Guarantees issued to Golar Partners
(see note 5)
|
22,369
|
|
|
23,265
|
|
Other
|
4,388
|
|
|
131
|
|
|
84,266
|
|
|
72,515
|
|
28.
|
PENSIONS
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Employers' contributions
|
533
|
|
|
570
|
|
|
397
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Service cost
|
468
|
|
|
429
|
|
|
459
|
|
Interest cost
|
2,159
|
|
|
2,361
|
|
|
2,729
|
|
Expected return on plan assets
|
(918
|
)
|
|
(920
|
)
|
|
(1,168
|
)
|
Recognized actuarial loss
|
1,415
|
|
|
1,273
|
|
|
985
|
|
Net periodic benefit cost
|
3,124
|
|
|
3,143
|
|
|
3,005
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Reconciliation of benefit obligation:
|
|
|
|
||
Benefit obligation at January 1
|
54,291
|
|
|
52,430
|
|
Service cost
|
468
|
|
|
429
|
|
Interest cost
|
2,159
|
|
|
2,361
|
|
Actuarial (gain) loss
|
(3,513
|
)
|
|
3,890
|
|
Foreign currency exchange rate changes
|
164
|
|
|
509
|
|
Benefit payments
|
(3,005
|
)
|
|
(5,328
|
)
|
Benefit obligation at December 31
|
50,564
|
|
|
54,291
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Reconciliation of fair value of plan assets:
|
|
|
|
||
Fair value of plan assets at January 1
|
14,194
|
|
|
14,846
|
|
Actual return on plan assets
|
1,127
|
|
|
1,807
|
|
Employer contributions
|
2,426
|
|
|
2,434
|
|
Foreign currency exchange rate changes
|
177
|
|
|
435
|
|
Benefit payments
|
(3,005
|
)
|
|
(5,328
|
)
|
Fair value of plan assets at December 31
|
14,919
|
|
|
14,194
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Projected benefit obligation
|
(50,564
|
)
|
|
(54,291
|
)
|
Fair value of plan assets
|
14,919
|
|
|
14,194
|
|
Funded status (1)
|
(35,645
|
)
|
|
(40,097
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||
(in thousands of $)
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
Projected benefit obligation
|
(10,256
|
)
|
|
(40,308
|
)
|
|
(50,564
|
)
|
|
(9,718
|
)
|
|
(44,573
|
)
|
|
(54,291
|
)
|
Fair value of plan assets
|
9,622
|
|
|
5,297
|
|
|
14,919
|
|
|
8,486
|
|
|
5,708
|
|
|
14,194
|
|
Funded status at end of year
|
(634
|
)
|
|
(35,011
|
)
|
|
(35,645
|
)
|
|
(1,232
|
)
|
|
(38,865
|
)
|
|
(40,097
|
)
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Equity securities
|
9,666
|
|
|
9,520
|
|
Debt securities
|
3,172
|
|
|
3,007
|
|
Cash
|
2,081
|
|
|
1,667
|
|
|
14,919
|
|
|
14,194
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
Net actuarial loss
|
12,731
|
|
|
17,809
|
|
Marine scheme
|
Target allocation 2014 (%)
|
|
2013 (%)
|
|
2012 (%)
|
Equity
|
30-65
|
|
30-65
|
|
30-65
|
Bonds
|
10-50
|
|
10-50
|
|
10-50
|
Other
|
20-40
|
|
20-40
|
|
20-40
|
Total
|
100
|
|
100
|
|
100
|
UK scheme
|
Target allocation 2014 (%)
|
|
2013 (%)
|
|
2012 (%)
|
Equity
|
70.0
|
|
71.0
|
|
72.5
|
Bonds
|
30.0
|
|
29.0
|
|
22.5
|
Cash
|
—
|
|
—
|
|
5.0
|
Total
|
100
|
|
100
|
|
100
|
(in thousands of $)
|
UK scheme
|
|
Marine scheme
|
|
|
Employer contributions
|
660
|
|
|
1,800
|
|
|
2013
|
|
|
2012
|
|
Discount rate
|
4.80
|
%
|
|
4.10
|
%
|
Rate of compensation increase
|
2.71
|
%
|
|
2.96
|
%
|
|
2013
|
|
|
2012
|
|
Discount rate
|
4.10
|
%
|
|
4.10
|
%
|
Expected return on plan assets
|
6.75
|
%
|
|
6.75
|
%
|
Rate of compensation increase
|
2.96
|
%
|
|
2.52
|
%
|
29.
|
EQUITY OFFERINGS/TRANSACTIONS WITH LISTED SUBSIDIARIES OR AFFILLIATES
|
|
|
|
|
|
|
|
|
Public Offering
|
|
|
|||||||||
Date
|
|
Number of Common Units Issued
1
|
|
Number of Common Units Issued to the Company
|
|
Offering Price
|
|
Gross Proceeds (in thousands of $)
2
|
|
Net Proceeds (in thousands of $)
|
|
Company's Ownership in Golar Partners after the Offering
3
|
|||||||
April 2011 (IPO)
|
|
13,800,000
|
|
|
9,327,254
|
|
|
$
|
22.50
|
|
|
310,500
|
|
|
287,795
|
|
|
65.4
|
%
|
July 2012
|
|
6,325,000
|
|
|
969,305
|
|
|
$
|
30.95
|
|
|
188,485
|
|
|
187,138
|
|
|
57.5
|
%
|
November 2012
|
|
4,300,000
|
|
|
1,524,590
|
|
|
$
|
30.50
|
|
|
131,150
|
|
|
129,981
|
|
|
54.1
|
%
|
January 2013
|
|
3,900,000
|
|
|
416,947
|
|
|
$
|
29.74
|
|
|
115,986
|
|
|
115,224
|
|
|
50.9
|
%
|
December 2013
|
|
5,100,000
|
|
|
—
|
|
|
$
|
29.10
|
|
|
148,410
|
|
|
147,313
|
|
|
41.4
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
(in millions of $)
|
|
Golar Maria
|
|
Golar Grand
|
|
NR Satu
|
|
Golar Freeze
|
||||
Sales price
|
|
127.9
|
|
|
176.8
|
|
|
388.0
|
|
|
231.3
|
|
Less: Net assets transferred
|
|
(45.6
|
)
|
|
(43.1
|
)
|
|
(255.7
|
)
|
|
(65.5
|
)
|
Excess of sales price over net assets transferred
|
|
82.3
|
|
|
133.7
|
|
|
132.3
|
|
|
165.8
|
|
Additions to Golar's stockholders' equity and noncontrolling interest
|
|
—
|
|
|
88.3
|
|
|
85.8
|
|
|
96.7
|
|
30.
|
SHARE CAPITAL AND SHARE OPTIONS
|
(in thousands of $, except per share data)
|
2013
|
|
|
2012
|
|
100,000,000 common shares of $1.00 each
|
100,000
|
|
|
100,000
|
|
(in thousands of $, except per share data)
|
2013
|
|
|
2012
|
|
80,579,295 outstanding issued common shares of $1.00 each (2012: 80,503,364)
|
80,580
|
|
|
80,504
|
|
(in thousands of $, except per share data)
|
Shares
(In '000s)
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual term
(years)
|
|
Options outstanding at December 31, 2010
|
7,279
|
|
|
$
|
2.96
|
|
|
2.0
|
Exercised during the year
|
(1,604
|
)
|
|
$
|
7.46
|
|
|
|
Forfeited during the year
|
(285
|
)
|
|
$
|
5.43
|
|
|
|
Options exchanged
|
|
|
|
|
|
|||
- Golar Energy options exchanged and cancelled
|
(5,438
|
)
|
|
$
|
1.95
|
|
|
|
- Golar LNG options issued
|
897
|
|
|
$
|
11.84
|
|
|
|
Options outstanding at December 31, 2011
|
849
|
|
|
$
|
10.11
|
|
|
1.2
|
Exercised during the year
|
(267
|
)
|
|
$
|
1.54
|
|
|
|
Forfeited during the year
|
(1
|
)
|
|
$
|
8.54
|
|
|
|
Options outstanding at December 31, 2012
|
581
|
|
|
$
|
7.86
|
|
|
0.8
|
Exercised during the year
|
(76
|
)
|
|
$
|
8.01
|
|
|
|
Forfeited during the year
|
(7
|
)
|
|
$
|
6.58
|
|
|
|
Options outstanding at December 31, 2013
|
498
|
|
|
$
|
6.36
|
|
|
0.3
|
31.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Unrealized net loss on qualifying cash flow hedging instruments
|
(1,822
|
)
|
|
(6,832
|
)
|
|
(19,462
|
)
|
Unrealized gain on available-for-sale securities
|
7,796
|
|
|
5,911
|
|
|
—
|
|
Losses associated with pensions, net of tax recoveries of $0.2 million (2012: $0.3 million)
|
(12,731
|
)
|
|
(17,809
|
)
|
|
(15,486
|
)
|
Accumulated other comprehensive loss
|
(6,757
|
)
|
|
(18,730
|
)
|
|
(34,948
|
)
|
|
Gain (losses) on available-for-sale securities
|
Pension and post retirement benefit plan adjustments
|
Gains (losses) on cash flow hedges
|
Share of affiliates comprehensive income
|
Total Accumulated comprehensive Income (loss)
|
|||||
Balance at December 31, 2010
|
—
|
|
(12,347
|
)
|
(20,964
|
)
|
—
|
|
(33,311
|
)
|
Other comprehensive (loss) income before reclassification
|
—
|
|
(3,139
|
)
|
1,502
|
|
—
|
|
(1,637
|
)
|
Net current-period other comprehensive (loss) income
|
—
|
|
(3,139
|
)
|
1,502
|
|
—
|
|
(1,637
|
)
|
Balance at December 31, 2011
|
—
|
|
(15,486
|
)
|
(19,462
|
)
|
—
|
|
(34,948
|
)
|
Other comprehensive income (loss) before reclassification
|
5,911
|
|
(2,323
|
)
|
3,641
|
|
—
|
|
7,229
|
|
Amount reclassified from accumulated other comprehensive income
|
—
|
|
—
|
|
8,989
|
|
—
|
|
8,989
|
|
Net current-period other comprehensive income (loss)
|
5,911
|
|
(2,323
|
)
|
12,630
|
|
—
|
|
16,218
|
|
Balance at December 31, 2012
|
5,911
|
|
(17,809
|
)
|
(6,832
|
)
|
—
|
|
(18,730
|
)
|
Other comprehensive income before reclassification
|
12,680
|
|
5,078
|
|
4,148
|
|
854
|
|
22,760
|
|
Amount reclassified from accumulated other comprehensive (loss) income
|
(10,795
|
)
|
—
|
|
8
|
|
—
|
|
(10,787
|
)
|
Net current-period other comprehensive income
|
1,885
|
|
5,078
|
|
4,156
|
|
854
|
|
11,973
|
|
Balance at December 31, 2013
|
7,796
|
|
(12,731
|
)
|
(2,676
|
)
|
854
|
|
(6,757
|
)
|
Details of Accumulated other comprehensive income components
|
Amounts reclassified from accumulated other comprehensive income
|
Affected line item in the statement of operations
|
|||
|
2013
|
2012
|
|
||
Gains on available-for sale securities:
|
|
|
|
||
Available-for-sale securities (Golar Partners)
|
(10,710
|
)
|
—
|
|
Other non-operating income
|
Available-for-sale securities (Gaslog)
|
(85
|
)
|
—
|
|
Other non-operating income
|
|
(10,795
|
)
|
—
|
|
|
(Gains) losses on cash flow hedges:
|
|
|
|
||
Foreign currency swap
|
(718
|
)
|
—
|
|
Other financial items
|
Interest rate swap
|
(1,644
|
)
|
—
|
|
Other financial items
|
Interest rate swap
|
2,370
|
|
—
|
|
Gain on sale of
Golar Maria
|
Interest rate swap
|
—
|
|
3,925
|
|
Gain on loss of control
|
Cross-currency swap
|
—
|
|
5,064
|
|
Gain on loss of control
|
|
8
|
|
8,989
|
|
|
Total reclassifications for the period
|
(10,787
|
)
|
8,989
|
|
|
32.
|
FINANCIAL INSTRUMENTS
|
Instrument
(in thousands of $)
|
Notional value
|
|
|
Maturity Dates
|
|
Fixed Interest Rates
|
Interest rate swaps:
|
|
|
|
|
|
|
Receiving floating, pay fixed
|
128,021
|
|
|
2015
|
|
3.57% to 4.52%
|
(in thousands of $)
|
Effective portion (Loss)/gain reclassified from Accumulated Other Comprehensive Loss
|
|
Ineffective Portion
|
||||||||||||||
Derivatives designated as hedging instruments location
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Interest rate swaps
Other financial items, net
|
(1,644
|
)
|
|
—
|
|
|
—
|
|
|
542
|
|
|
(535
|
)
|
|
(632
|
)
|
Interest rate swaps
Gain on sale of Maria, net
|
2,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(in thousands of $)
|
Amount of gain recognized in other comprehensive income on derivative (effective portion)
|
|||||||
Derivatives designated as hedging instruments
|
2013
|
|
|
2012
|
|
|
2011
|
|
Interest rate swaps
|
4,147
|
|
|
1,547
|
|
|
1,024
|
|
|
Fair value
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
(in thousands of $)
|
Hierarchy(1)
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
Non-Derivatives:
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
Level 1
|
|
125,347
|
|
|
125,347
|
|
|
424,714
|
|
|
424,714
|
|
Restricted cash and short-term investments
|
Level 1
|
|
26,543
|
|
|
26,543
|
|
|
1,551
|
|
|
1,551
|
|
Investment in available-for-sale securities
|
Level 1
|
|
267,352
|
|
|
267,352
|
|
|
353,034
|
|
|
353,034
|
|
Cost method investments
|
Level 3
|
|
204,172
|
|
|
218,647
|
|
|
198,524
|
|
|
200,747
|
|
Amounts due from Golar Partners
|
Level 1
|
|
—
|
|
|
—
|
|
|
34,953
|
|
|
36,109
|
|
Long-term debt – convertible bond (1)
|
Level 1
|
|
233,020
|
|
|
254,063
|
|
|
228,331
|
|
|
251,250
|
|
Long-term debt – floating (1)
|
Level 1
|
|
434,008
|
|
|
434,008
|
|
|
276,575
|
|
|
276,575
|
|
Long-term debt - due to related party (1)
|
Level 1
|
|
50,000
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps asset (2) (3)
|
Level 2
|
|
46,827
|
|
|
46,827
|
|
|
—
|
|
|
—
|
|
Interest rate swaps liability (2)
|
Level 2
|
|
11,401
|
|
|
11,401
|
|
|
26,472
|
|
|
26,472
|
|
Foreign currency swaps liability
|
Level 2
|
|
729
|
|
|
729
|
|
|
94
|
|
|
94
|
|
|
2013
|
2012
|
||||||||||
|
Gross amounts presented in the consolidated balance sheet
|
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
|
Net amount
|
Gross amounts presented in the consolidated balance sheet
|
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
|
Net amount
|
||||||
(in thousands of $)
|
|
|
|
|
|
|
||||||
Total asset derivatives
|
46,827
|
|
(4,327
|
)
|
42,500
|
|
—
|
|
—
|
|
—
|
|
Total liability derivatives
|
12,130
|
|
(4,327
|
)
|
7,803
|
|
26,566
|
|
—
|
|
26,566
|
|
33.
|
RELATED PARTY TRANSACTIONS
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Transactions with Golar Partners and subsidiaries:
|
|
|
|
|
|
|
|
|
|
Management and administrative services fees income (i)
|
|
2,569
|
|
|
2,876
|
|
*
|
1,576
|
|
Ship management fees income (ii)
|
|
6,701
|
|
|
4,222
|
|
*
|
4,146
|
|
Interest income on vendor financing loan -
Golar Freeze
(iii)
|
|
—
|
|
|
11,921
|
|
|
3,085
|
|
Interest income on vendor financing loan -
NR Satu
(iv)
|
|
—
|
|
|
4,737
|
|
*
|
—
|
|
Interest income on high-yield bonds (v)
|
|
1,972
|
|
|
575
|
|
*
|
—
|
|
Interest income on Golar Energy loan (vi)
|
|
—
|
|
|
829
|
|
|
—
|
|
Total
|
|
11,242
|
|
|
25,160
|
|
|
8,807
|
|
(in thousands of $)
|
|
2013
|
|
|
2012
|
|
Trading balances due to Golar and affiliates (vii)
|
|
5,989
|
|
|
2,031
|
|
Methane Princess Lease security deposit movements (viii)
|
|
(4,257
|
)
|
|
—
|
|
High-yield bonds (v)
|
|
—
|
|
|
34,953
|
|
|
|
1,732
|
|
|
36,984
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Faraway Maritime Shipping Company
|
—
|
|
|
1,800
|
|
|
2,400
|
|
Golar Partners
|
—
|
|
|
30,282
|
|
|
10,132
|
|
|
—
|
|
|
32,082
|
|
|
12,532
|
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
|
2011
|
|
Frontline Ltd. and subsidiaries ("Frontline") (i)
|
49
|
|
|
(325
|
)
|
|
(972
|
)
|
Seatankers Management Company Limited ("Seatankers") (i)
|
(45
|
)
|
|
31
|
|
|
(64
|
)
|
Ship Finance AS ("Ship Finance") (i)
|
207
|
|
|
4
|
|
|
190
|
|
Bluewater Gandria (ii)
|
—
|
|
|
—
|
|
|
125
|
|
Golar Wilhelmsen (iii)
|
(4,899
|
)
|
|
(3,169
|
)
|
|
(2,816
|
)
|
World Shipholding (iv)
|
(976
|
)
|
|
(2,961
|
)
|
|
(2,302
|
)
|
(in thousands of $)
|
2013
|
|
|
2012
|
|
World Shipholding
|
|
|
|
||
- Loan (iv)
|
(50,000
|
)
|
|
—
|
|
Frontline
|
(60
|
)
|
|
(143
|
)
|
Seatankers
|
91
|
|
|
(12
|
)
|
Ship Finance
|
2
|
|
|
2
|
|
Seadrill Limited ("Seadrill")
|
(74
|
)
|
|
—
|
|
|
(50,041
|
)
|
|
(153
|
)
|
34.
|
CAPITAL COMMITMENTS
|
(in thousands of $)
|
|
|
Payable within 12 months to December 31, 2014
|
1,495,385
|
|
Payable within 12 months to December 31, 2015
|
152,220
|
|
|
1,647,605
|
|
35.
|
OTHER COMMITMENTS AND CONTINGENCIES
|
(in thousands of $)
|
December 31, 2013
|
|
|
December 31, 2012
|
|
Book value of vessels secured against long-term loans and capital leases
|
700,726
|
|
|
432,867
|
|
36.
|
SUBSEQUENT EVENTS
|
|
Page
|
GOLAR LNG PARTNERS LP
|
|
AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS
|
|
/s/ PricewaterhouseCoopers LLP
|
|
PricewaterhouseCoopers LLP
|
|
London, United Kingdom
|
|
April 30, 2014
|
|
|
Notes
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
Time charter revenues
|
|
|
329,190
|
|
|
286,630
|
|
|
225,452
|
|
Total operating revenues
|
|
|
329,190
|
|
|
286,630
|
|
|
225,452
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses (1)
|
|
|
52,390
|
|
|
45,474
|
|
|
39,212
|
|
Voyage and commission expenses
|
|
|
5,239
|
|
|
4,471
|
|
|
785
|
|
Administrative expenses (2)
|
|
|
5,194
|
|
|
7,269
|
|
|
8,235
|
|
Depreciation and amortization
|
|
|
66,336
|
|
|
51,167
|
|
|
45,316
|
|
Total operating expenses
|
|
|
129,159
|
|
|
108,381
|
|
|
93,548
|
|
Operating income
|
|
|
200,031
|
|
|
178,249
|
|
|
131,904
|
|
Financial income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,097
|
|
|
1,797
|
|
|
1,640
|
|
Interest expense
|
|
|
(43,195
|
)
|
|
(38,090
|
)
|
|
(19,581
|
)
|
Other financial items, net
|
7
|
|
(1,661
|
)
|
|
(5,389
|
)
|
|
(18,521
|
)
|
Net financial expenses
|
|
|
(43,759
|
)
|
|
(41,682
|
)
|
|
(36,462
|
)
|
Income before income taxes
|
|
|
156,272
|
|
|
136,567
|
|
|
95,442
|
|
Income taxes
|
8
|
|
(5,453
|
)
|
|
(9,426
|
)
|
|
(45
|
)
|
Net income
|
|
|
150,819
|
|
|
127,141
|
|
|
95,397
|
|
Net income attributable to non-controlling interest
|
|
|
(9,523
|
)
|
|
(10,723
|
)
|
|
(9,863
|
)
|
Net income attributable to Golar LNG Partners LP Owners
|
|
|
141,296
|
|
|
116,418
|
|
|
85,534
|
|
Earnings per unit:
|
27
|
|
|
|
|
|
|
|
|
|
Common unit (basic and diluted)
|
|
|
2.31
|
|
|
2.08
|
|
|
1.89
|
|
Cash distributions declared and paid per unit in the period (see note 27)
|
|
|
2.05
|
|
|
1.78
|
|
|
0.73
|
|
(1)
|
This includes related party ship management fee recharges of $6.7 million, $4.2 million and $4.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. See note 24.
|
(2)
|
This includes related party management and administrative fee recharges of $2.6 million, $2.9 million and $1.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. See note 24.
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net income
|
150,819
|
|
|
127,141
|
|
|
95,397
|
|
Unrealized net gain (loss) on qualifying cash flow hedging instruments:
|
|
|
|
|
|
|||
Other comprehensive income (loss) before reclassification (1)
|
7,370
|
|
|
(3,950
|
)
|
|
934
|
|
Amounts reclassified from accumulated other comprehensive (loss) income to statement of operations (2)
|
(775
|
)
|
|
—
|
|
|
—
|
|
Net other comprehensive income (loss)
|
6,595
|
|
|
(3,950
|
)
|
|
934
|
|
Comprehensive income
|
157,414
|
|
|
123,191
|
|
|
96,331
|
|
Comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
Partners’, Owners’ and Dropdown Predecessor Equity
|
147,891
|
|
|
112,468
|
|
|
86,468
|
|
Non-controlling interest
|
9,523
|
|
|
10,723
|
|
|
9,863
|
|
|
157,414
|
|
|
123,191
|
|
|
96,331
|
|
|
Notes
|
|
2013
|
|
|
2012
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
103,100
|
|
|
66,327
|
|
Restricted cash and short-term investments
|
16
|
|
24,451
|
|
|
30,900
|
|
Trade accounts receivable
|
11
|
|
717
|
|
|
—
|
|
Other receivables, prepaid expenses and accrued income
|
12
|
|
7,026
|
|
|
4,336
|
|
Amounts due from related parties
|
24
|
|
—
|
|
|
3,883
|
|
Inventories
|
|
|
1,085
|
|
|
1,924
|
|
Total current assets
|
|
|
136,379
|
|
|
107,370
|
|
Long-term assets
|
|
|
|
|
|
|
|
Restricted cash
|
16
|
|
145,725
|
|
|
190,523
|
|
Vessels and equipment, net
|
13
|
|
1,281,591
|
|
|
707,147
|
|
Vessels under capital leases, net
|
14
|
|
127,693
|
|
|
485,632
|
|
Deferred charges
|
15
|
|
14,270
|
|
|
15,023
|
|
Other non-current assets
|
17
|
|
15,561
|
|
|
5,279
|
|
Total assets
|
|
|
1,721,219
|
|
|
1,510,974
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
20
|
|
156,363
|
|
|
64,822
|
|
Current portion of obligations under capital leases
|
21
|
|
—
|
|
|
5,837
|
|
Trade accounts payable
|
|
|
1,587
|
|
|
3,407
|
|
Accrued expenses
|
18
|
|
20,088
|
|
|
26,530
|
|
Amounts due to related parties
|
24
|
|
5,989
|
|
|
4,429
|
|
Other current liabilities
|
19
|
|
57,045
|
|
|
64,692
|
|
Total current liabilities
|
|
|
241,072
|
|
|
169,717
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
Long-term debt
|
20
|
|
733,108
|
|
|
639,697
|
|
Long-term debt due to related parties
|
24
|
|
—
|
|
|
34,953
|
|
Obligations under capital leases
|
21
|
|
159,008
|
|
|
406,534
|
|
Other long-term liabilities
|
22
|
|
17,904
|
|
|
18,529
|
|
Total liabilities
|
|
|
1,151,092
|
|
|
1,269,430
|
|
Commitments and contingencies (See Note 25)
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Partners’ capital:
|
|
|
|
|
|
||
Common unitholders: 45,663,096 units issued and outstanding at December 31, 2013 (2012: 36,246,149)
|
|
|
475,610
|
|
|
169,515
|
|
Subordinated unitholders: 15,949,831 units issued and outstanding at December 31, 2013 and 2012
|
|
|
6,900
|
|
|
3,713
|
|
General partner interest: 1,257,408 units issued and outstanding at December 31, 2013 (2012: 1,065,225)
|
|
|
19,234
|
|
|
5,447
|
|
Total partners’ capital
|
|
|
501,744
|
|
|
178,675
|
|
Accumulated other comprehensive loss
|
|
|
(2,394
|
)
|
|
(8,989
|
)
|
|
|
|
499,350
|
|
|
169,686
|
|
Non-controlling interest
|
|
|
70,777
|
|
|
71,858
|
|
Total equity
|
|
|
570,127
|
|
|
241,544
|
|
Total liabilities and equity
|
|
|
1,721,219
|
|
|
1,510,974
|
|
|
Notes
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
150,819
|
|
|
127,141
|
|
|
95,397
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
66,336
|
|
|
51,167
|
|
|
45,316
|
|
Amortization of deferred tax benefit on intragroup transfers
|
|
|
—
|
|
|
(912
|
)
|
|
(2,363
|
)
|
Amortization of deferred charges
|
|
|
5,828
|
|
|
1,123
|
|
|
931
|
|
Unrealized foreign exchange (gains) losses
|
|
|
(7,435
|
)
|
|
13,893
|
|
|
1,040
|
|
Drydocking expenditure
|
|
|
(50,979
|
)
|
|
(8,288
|
)
|
|
(10,543
|
)
|
Interest element included in obligations under capital leases
|
|
|
233
|
|
|
401
|
|
|
897
|
|
Change in assets and liabilities, net of effects from purchase of
Golar Maria:
|
|
|
|
|
|
|
||||
Trade accounts receivable
|
|
|
(717
|
)
|
|
173
|
|
|
1,698
|
|
Inventories
|
|
|
971
|
|
|
(849
|
)
|
|
1,440
|
|
Prepaid expenses, accrued income and other assets
|
|
|
(9,747
|
)
|
|
(6,948
|
)
|
|
295
|
|
Amounts due from/to related parties
|
|
|
1,581
|
|
|
3,781
|
|
|
16,240
|
|
Trade accounts payable
|
|
|
(1,820
|
)
|
|
2,617
|
|
|
(1,281
|
)
|
Accrued expenses
|
|
|
(6,632
|
)
|
|
14,015
|
|
|
1,134
|
|
Other current liabilities
|
|
|
241
|
|
|
(7,971
|
)
|
|
6,771
|
|
Net cash provided by operating activities
|
|
|
148,679
|
|
|
189,343
|
|
|
156,972
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Additions to vessels and equipment
|
|
|
(18,152
|
)
|
|
(72,286
|
)
|
|
(100,259
|
)
|
Acquisition of Golar Maria, net of cash acquired (1)
|
10
|
|
(119,927
|
)
|
|
—
|
|
|
—
|
|
Restricted cash and short-term investments
|
|
|
54,027
|
|
|
(6,512
|
)
|
|
(2,622
|
)
|
Net cash used in investing activities
|
|
|
(84,052
|
)
|
|
(78,798
|
)
|
|
(102,881
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of equity, net of issue costs
|
26
|
|
280,586
|
|
|
401,851
|
|
|
—
|
|
Proceeds from short-term debt due to related parties
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
Proceeds from long-term debt
|
20
|
|
230,000
|
|
|
537,194
|
|
|
222,310
|
|
Repayment of short-term debt due to related parties
|
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
|
|
(149,822
|
)
|
|
(427,217
|
)
|
|
(58,832
|
)
|
Repayments of obligations under capital lease
|
|
|
(2,365
|
)
|
|
(6,287
|
)
|
|
(6,151
|
)
|
Payments in connection with the lease terminations
|
21
|
|
(250,980
|
)
|
|
—
|
|
|
—
|
|
Financing arrangement fees and other costs
|
|
|
(4,794
|
)
|
|
(8,400
|
)
|
|
(854
|
)
|
Dividends paid to noncontrolling interests
|
|
|
(10,604
|
)
|
|
(1,799
|
)
|
|
(2,399
|
)
|
Cash distributions paid
|
|
|
(119,875
|
)
|
|
(77,588
|
)
|
|
(29,276
|
)
|
Distribution to Golar LNG Limited ("Golar") for acquisition of the Golar Freeze
|
24(k)
|
|
—
|
|
|
—
|
|
|
(231,579
|
)
|
Dropdown Predecessor dividends
|
|
|
—
|
|
|
—
|
|
|
(24,336
|
)
|
Distribution to Golar for acquisition of the NR Satu
|
24(k)
|
|
—
|
|
|
(387,993
|
)
|
|
—
|
|
Distribution to Golar for acquisition of the Golar Grand
|
24(k)
|
|
—
|
|
|
(176,769
|
)
|
|
—
|
|
Contributions from owner’s funding
|
|
|
—
|
|
|
53,572
|
|
|
72,686
|
|
Net cash used in financing activities
|
|
|
(27,854
|
)
|
|
(93,436
|
)
|
|
(58,431
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
36,773
|
|
|
17.109
|
|
|
(4,340
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
66,327
|
|
|
49,218
|
|
|
53,558
|
|
Cash and cash equivalents at end of period
|
|
|
103,100
|
|
|
66,327
|
|
|
49,218
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
|
44,651
|
|
|
40.858
|
|
|
20,415
|
|
Income taxes paid
|
|
|
5,575
|
|
|
1,444
|
|
|
1,685
|
|
|
Dropdown
Predecessor Equity |
|
Owner's
Invested Equity |
|
Partners’ Capital
|
|
Accumulated
Other
Comprehensive
Income
(loss)
|
|
Total
before
Non-
controlling
interest
|
|
Non-
controlling
Interest
|
|
Total
Owner's
Equity
|
|||||||||||||
|
|
|
Common
Units
|
|
Subordinated
Units
|
|
General
Partner
|
|
|
|
|
|||||||||||||||
Combined balance at December 31, 2010
|
164,882
|
|
|
156,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,470
|
|
|
55,470
|
|
|
376,940
|
|
Combined carve-out net income (Jan 1, 2011 — April 12, 2011)
|
—
|
|
|
20,741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,741
|
|
|
2,709
|
|
|
23,450
|
|
Combined carve-out other comprehensive income
|
—
|
|
|
984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
|
—
|
|
|
984
|
|
Movement in invested equity (Jan 1, 2011 — April 12, 2011)
|
—
|
|
|
(13,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,999
|
)
|
|
—
|
|
|
(13,999
|
)
|
Non-controlling interest dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
Combined balance at April 12, 2011
|
164,882
|
|
|
164,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
329,196
|
|
|
57,179
|
|
|
386,375
|
|
Dropdown predecessor dividends
|
(24,336
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,336
|
)
|
|
—
|
|
|
(24,336
|
)
|
Net income (1)
|
21,937
|
|
|
—
|
|
|
29,029
|
|
|
12,079
|
|
|
1,748
|
|
|
—
|
|
|
64,793
|
|
|
7,154
|
|
|
71,947
|
|
Other comprehensive (loss) income
|
(378
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
Elimination of equity
|
24,810
|
|
|
14,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,666
|
|
|
—
|
|
|
39,666
|
|
Allocation of Partnership capital to unit holders — April 12, 2011
|
—
|
|
|
(179,170
|
)
|
|
180,475
|
|
|
—
|
|
|
3,683
|
|
|
(4,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Net change in Parent’s equity in Dropdown Predecessor
|
86,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,685
|
|
|
—
|
|
|
86,685
|
|
Cash distributions
|
—
|
|
|
—
|
|
|
(16,980
|
)
|
|
(11,710
|
)
|
|
(586
|
)
|
|
—
|
|
|
(29,276
|
)
|
|
—
|
|
|
(29,276
|
)
|
Non-controlling interest dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,399
|
)
|
|
(1,399
|
)
|
Purchase of Golar Freeze from Golar (note 24(k))
|
(231,330
|
)
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231,579
|
)
|
|
—
|
|
|
(231,579
|
)
|
Allocation of Dropdown Predecessor equity (note 24(k))
|
165,799
|
|
|
—
|
|
|
(162,112
|
)
|
|
—
|
|
|
(3,308
|
)
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Combined balance at December 31, 2011
|
208,069
|
|
|
—
|
|
|
30,163
|
|
|
369
|
|
|
1,537
|
|
|
(5,039
|
)
|
|
235,099
|
|
|
62,934
|
|
|
298,033
|
|
Net income (2)
|
28,015
|
|
|
—
|
|
|
53,998
|
|
|
31,655
|
|
|
2,750
|
|
|
—
|
|
|
116,418
|
|
|
10,723
|
|
|
127,141
|
|
Movement in invested equity
|
53,572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,572
|
|
|
—
|
|
|
53,572
|
|
Non-controlling interest dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
|
(1,799
|
)
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,950
|
)
|
|
(3,950
|
)
|
|
—
|
|
|
(3,950
|
)
|
Cash distributions
|
—
|
|
|
—
|
|
|
(47,725
|
)
|
|
(28,311
|
)
|
|
(1,552
|
)
|
|
—
|
|
|
(77,588
|
)
|
|
—
|
|
|
(77,588
|
)
|
Net proceeds from issuance of common units
|
—
|
|
|
—
|
|
|
393,814
|
|
|
—
|
|
|
8,037
|
|
|
—
|
|
|
401,851
|
|
|
—
|
|
|
401,851
|
|
Elimination of equity not transferred to the Partnership
|
9,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
|
—
|
|
|
9,046
|
|
Purchase of NR Satu from Golar (note 24(k))
|
(387,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387,993
|
)
|
|
—
|
|
|
(387,993
|
)
|
Allocation of Dropdown Predecessor equity - NR Satu (note 24(k))
|
132,321
|
|
|
—
|
|
|
(129,671
|
)
|
|
—
|
|
|
(2,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchase of Golar Grand from Golar (note 24(k))
|
(176,769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,769
|
)
|
|
—
|
|
|
(176,769
|
)
|
Allocation of Dropdown Predecessor equity - Golar Grand (note 24(k))
|
133,739
|
|
|
—
|
|
|
(131,064
|
)
|
|
—
|
|
|
(2,675
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consolidated balance at December 31, 2012
|
—
|
|
|
—
|
|
|
169,515
|
|
|
3,713
|
|
|
5,447
|
|
|
(8,989
|
)
|
|
169,686
|
|
|
71,858
|
|
|
241,544
|
|
Net income
|
—
|
|
|
—
|
|
|
91,576
|
|
|
35,924
|
|
|
13,796
|
|
|
—
|
|
|
141,296
|
|
|
9,523
|
|
|
150,819
|
|
Cash distributions (3)
|
—
|
|
|
—
|
|
|
(81,096
|
)
|
|
(32,737
|
)
|
|
(6,042
|
)
|
|
—
|
|
|
(119,875
|
)
|
|
—
|
|
|
(119,875
|
)
|
Non-controlling interest dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,604
|
)
|
|
(10,604
|
)
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,595
|
|
|
6,595
|
|
|
—
|
|
|
6,595
|
|
Net proceeds from issuance of common units
|
—
|
|
|
—
|
|
|
274,974
|
|
|
—
|
|
|
5,612
|
|
|
—
|
|
|
280,586
|
|
|
—
|
|
|
280,586
|
|
Contribution to equity (4)
|
—
|
|
|
—
|
|
|
20,641
|
|
|
—
|
|
|
421
|
|
|
—
|
|
|
21,062
|
|
|
—
|
|
|
21,062
|
|
Consolidated balance at December 31, 2013
|
—
|
|
|
—
|
|
|
475,610
|
|
|
6,900
|
|
|
19,234
|
|
|
(2,394
|
)
|
|
499,350
|
|
|
70,777
|
|
|
570,127
|
|
(1)
|
The post acquisition net income (from October 19, 2011 to December 31, 2011) relating to the
Golar Freeze
in 2011 included within net income was $4.8 million.
|
(2)
|
The post acquisition net income in 2012 relating to the
NR Satu
(from July 19, 2012 to December 31, 2012) and the
Golar Grand
(from November 8, 2012 to December 31, 2012) included within net income amounted to $11.5 million and $4.8 million, respectively.
|
(3)
|
This includes cash distributions to IDR holders for the year ended December 31, 2013 and 2012 of $3.7 million and $nil, respectively.
|
(4)
|
In June 2013, the
Golar Winter
and the
Golar Grand
were refinanced. We made a cash payment of $251.0 million to the lessors to terminate the respective lease financing arrangements (including the associated Golar Winter currency swap of $25.3 million) and to acquire the legal title of both these vessels. The transaction to acquire the legal title of the vessels was between controlled entities, thus, the vessels continue to be recorded at their historical book values and the difference between the cash payment made and the carrying value of the vessels is an equity contribution. The contribution recognised was $21.1 million.
|
(in thousands of $)
|
|
2012
|
|
2011
|
||
Administrative expenses
|
|
1,365
|
|
|
4,947
|
|
Pension costs
|
|
220
|
|
|
805
|
|
Net financial income
|
|
(149
|
)
|
|
(2,983
|
)
|
|
|
1,436
|
|
|
2,769
|
|
(in thousands of $)
|
|
Dropdown
Predecessor
relating to
NR Satu
(1)
|
|
Dropdown
Predecessor relating to
Golar
Freeze
(2)
|
|
Combined
Entity
(“Initial
Fleet”) relating to the
Golar Spirit
(3)
|
|
Total
|
||||
Balance Sheet captions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
—
|
|
|
—
|
|
|
12,007
|
|
|
12,007
|
|
Other current liabilities
|
|
(1,511
|
)
|
|
—
|
|
|
—
|
|
|
(1,511
|
)
|
Other long-term liabilities
|
|
(7,535
|
)
|
|
(24,810
|
)
|
|
(26,863
|
)
|
|
(59,208
|
)
|
Total
|
|
(9,046
|
)
|
|
(24,810
|
)
|
|
(14,856
|
)
|
|
(48,712
|
)
|
(1)
|
As of July 19, 2012
|
(2)
|
As of October 19, 2011
|
(3)
|
As of April 13, 2011
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Unrealized net loss on qualifying cash flow hedging instruments
|
|
(2,394
|
)
|
|
(8,989
|
)
|
|
(5,039
|
)
|
Vessels
|
40 to 55 years
|
Deferred drydocking expenditure
|
two to five years
|
Mooring equipment
|
11 years
|
(i)
|
Golar contributed to us its 100% interest in the subsidiary which leased the
Golar Winter
. This has been accounted for as a capital contribution by Golar to us.
|
(ii)
|
We issued to Golar 23,127,254 common units and 15,949,831 subordinated units, representing a 98% limited partner interest in us, in exchange for Golar’s existing 98% limited partner interest in us; and
|
(iii)
|
We issued 797,492 general partner units to the General Partner, representing a 2% general partner interest in us, and 81% of the IDRs. The remaining 19% of the IDRs were issued to Golar Energy. The IDRs entitle the holder to increasing percentages of the cash we distribute in excess of $0.4428 per unit per quarter.
|
(iv)
|
In the IPO, Golar sold 13,800,000 of our common units to the public at a price of $22.50 per unit, raising gross proceeds of $310.5 million. 1,800,000 of our common units were sold pursuant to the exercise of the overallotment option granted to the underwriters. Expenses relating to the IPO were borne by Golar.
|
•
|
Common units
. These represent limited partner interests in us. During the subordination period, the common units have preferential dividend and liquidation rights over the subordinated units as described in note 27. Each outstanding common unit is entitled to one vote on matters subject to a vote of common unitholders. However, if at any time, any person or group owns beneficially more than 4.9% or more of any class of units outstanding, any such units owned by that person or group in excess of 4.9% may not be voted (except for purposes of nominating a person for election to our board). The voting rights of any such common unitholder in excess of 4.9% will effectively be redistributed pro rata among the other common unitholders holding less than 4.9% of the voting power of such class of units. The General Partner, its affiliates and persons who acquired common units with the prior approval of the board of directors will not be subject to this 4.9% limit except with respect to voting their common units in the election of the four elected directors.
|
•
|
Subordinated units.
These represent limited partner interests in us. Subordinated units have limited voting rights and most notably are excluded from voting in the election of the elected directors. During the subordination period, the common units have preferential dividend rights to the subordinated units (see note 27). The subordination period will end on the satisfaction of various tests as prescribed in the Partnership Agreement, but will not end before March 31, 2016, except with the removal of the General Partner as the general partner. Upon the expiration of the subordination period, the subordinated units will convert into common units and will be subject to the same rights as common units.
|
•
|
General Partner units.
General partner units have preferential liquidation and dividend rights over the subordinated units. There is a limitation on the transferability of the general partner interest such that the General Partner may not transfer all or any part of its general partner interest to another person (except to an affiliate of the General Partner or another entity as part of the merger or consolidation of the General Partner with or into another entity or the transfer by the General Partner of all or substantially all of its assets to another entity) prior to March 31, 2021 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by the General Partner and its affiliates. The general partner units are not entitled to vote in the election of the four elected directors. However, the General Partner in their sole discretion appoints three of the seven board directors.
|
•
|
IDRs.
The IDRs are non-voting and represent rights to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved as described in note 27. The General Partner (including Golar Energy) or its affiliates may not transfer all or any part of its IDRs to another person (except to an affiliate of the General Partner or another entity as part of the merger or consolidation of the General Partner with or into another entity or the transfer by the General Partner of all or substantially all of its assets to another entity) prior to March 31, 2016 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by the General Partner and its affiliates.
|
•
|
the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;
|
•
|
any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
|
•
|
the General Partner will have the right to convert its general partner interest and its IDRs (and Golar Energy will have the right to convert its IDRs) into common units or to receive cash in exchange for those interests based on the fair market value of the interests at the time.
|
•
|
A management and administrative services agreement with Golar Management Limited, a subsidiary of Golar ("Golar Management"), pursuant to which Golar Management agreed to provide certain management and administrative services to us;
|
•
|
A $20.0 million revolving credit agreement with Golar; and
|
•
|
An Omnibus Agreement with Golar, the General Partner and others governing, among other things:
|
•
|
To what extent we and Golar may compete with each other;
|
•
|
Certain rights of first offer on certain FSRUs and LNG carriers operating under charters for five or more years; and
|
•
|
The provision of certain indemnities to us by Golar.
|
Name
|
|
Jurisdiction of
Incorporation
|
|
Purpose
|
Golar Partners Operating LLC
|
|
Marshall Islands
|
|
Holding Company
|
Golar LNG Holding Corporation
|
|
Marshall Islands
|
|
Holding Company
|
Golar Maritime (Asia) Inc.
|
|
Republic of Liberia
|
|
Holding Company
|
Oxbow Holdings Inc.
|
|
British Virgin Islands
|
|
Holding Company
|
Faraway Maritime Shipping Company (60% ownership)
|
|
Republic of Liberia
|
|
Owns and operates
Golar Mazo
|
Golar LNG 2215 Corporation
|
|
Marshall Islands
|
|
Leases
Methane Princess
|
Golar Spirit Corporation
|
|
Marshall Islands
|
|
Owns
Golar Spirit
|
Golar LNG 2220 Corporation
|
|
Marshall Islands
|
|
Leased
Golar Winter
(until June 25, 2013)
|
Golar Freeze Holding Corporation
|
|
Marshall Islands
|
|
Owns
Golar Freeze
|
Golar 2215 UK Ltd
|
|
United Kingdom
|
|
Operates
Methane Princess
|
Golar Spirit UK Ltd
|
|
United Kingdom
|
|
Operates
Golar Spirit
|
Golar Winter UK Ltd
|
|
United Kingdom
|
|
Operates
Golar Winter
|
Golar Freeze UK Ltd
|
|
United Kingdom
|
|
Operates
Golar Freeze
|
Golar Servicos de Operacao de Embaracaoes Limited
|
|
Brazil
|
|
Management Company
|
Golar Khannur Corporation
|
|
Marshall Islands
|
|
Holding Company
|
Golar LNG (Singapore) Pte.
|
|
Singapore
|
|
Holding Company
|
PT Golar Indonesia*
|
|
Indonesia
|
|
Owns and operates
NR Satu
|
Golar LNG 2226 Corporation
|
|
Marshall Islands
|
|
Leased
Golar Grand
(until June 25, 2013)
|
Golar 2226 UK Ltd
|
|
United Kingdom
|
|
Operates
Golar Grand
|
Golar LNG 2234 Corporation
|
|
Republic of Liberia
|
|
Owns and operates
Golar Maria
|
Golar Winter Corporation
|
|
Marshall Islands
|
|
Owns
Golar Winter
(from June 26, 2013)
|
Golar Grand Corporation
|
|
Marshall Islands
|
|
Owns
Golar Grand
(from June 26, 2013)
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
ASSETS
|
|
|
|
|
||
Cash
|
|
8,225
|
|
|
3,979
|
|
Restricted cash
|
|
9,980
|
|
|
5,474
|
|
Vessels and equipment
|
|
354,255
|
|
|
375,443
|
|
Other assets
|
|
9,056
|
|
|
6,335
|
|
Total assets
|
|
381,516
|
|
|
391,231
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
|
|
||
Accrued liabilities
|
|
25,020
|
|
|
31,778
|
|
Current portion of long-term debt
|
|
14,300
|
|
|
14,300
|
|
Amounts due to related parties
|
|
189,835
|
|
|
199,891
|
|
Long-term debt
|
|
126,400
|
|
|
140,700
|
|
Other liabilities
|
|
6,283
|
|
|
1,335
|
|
Total liabilities
|
|
361,838
|
|
|
388,004
|
|
Total equity
|
|
19,678
|
|
|
3,227
|
|
Total liabilities and equity
|
|
381,516
|
|
|
391,231
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Petrobras
|
|
85,899
|
|
|
26
|
%
|
|
92,952
|
|
|
32
|
%
|
|
93,741
|
|
|
41
|
%
|
DUSUP
|
|
48,029
|
|
|
15
|
%
|
|
48,328
|
|
|
17
|
%
|
|
47,054
|
|
|
21
|
%
|
Pertamina
|
|
37,302
|
|
|
11
|
%
|
|
37,300
|
|
|
13
|
%
|
|
37,829
|
|
|
17
|
%
|
BG Group plc
|
|
66,341
|
|
|
20
|
%
|
|
66,148
|
|
|
23
|
%
|
|
25,101
|
|
|
11
|
%
|
PTNR
|
|
65,478
|
|
|
20
|
%
|
|
41,902
|
|
|
15
|
%
|
|
—
|
|
|
—
|
%
|
Gas Natural Aprovisionamientos SDG S.A.
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
21,474
|
|
|
10
|
%
|
Revenues
|
|
2013
|
|
2012
|
|
2011
|
|||
|
|
|
|
|
|
|
|||
Brazil
|
|
85,899
|
|
|
92,952
|
|
|
93,741
|
|
United Arab Emirates
|
|
48,029
|
|
|
48,328
|
|
|
47,054
|
|
Indonesia
|
|
65,478
|
|
|
41,902
|
|
|
—
|
|
Fixed assets
|
|
2013
|
|
2012
|
||
|
|
|
|
|
||
Brazil
|
|
413,967
|
|
|
379,061
|
|
United Arab Emirates
|
|
142,757
|
|
|
153,097
|
|
Indonesia
|
|
233,734
|
|
|
247,942
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Amortization of deferred financing costs
|
|
(5,828
|
)
|
|
(1,123
|
)
|
|
(931
|
)
|
Financing arrangement fees and other costs
|
|
(2,101
|
)
|
|
(411
|
)
|
|
(536
|
)
|
Interest expense on un-designated interest rate swaps
|
|
(8,188
|
)
|
|
(6,609
|
)
|
|
(5,788
|
)
|
Mark-to-market adjustment for interest rate swap derivatives (see note 23)
|
|
12,845
|
|
|
1,328
|
|
|
(9,427
|
)
|
Mark-to-market adjustment for currency swap derivatives (see note 23)
|
|
(4,839
|
)
|
|
7,204
|
|
|
(1,417
|
)
|
Foreign exchange gain (loss) on capital lease obligations and related restricted cash
|
|
7,084
|
|
|
(5,602
|
)
|
|
182
|
|
Foreign exchange loss on operations
|
|
(634
|
)
|
|
(176
|
)
|
|
(604
|
)
|
Total
|
|
(1,661
|
)
|
|
(5,389
|
)
|
|
(18,521
|
)
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Current tax expense (credit):
|
|
|
|
|
|
|
|
|
|
U.K.
|
|
(373
|
)
|
|
1,888
|
|
|
1,044
|
|
Indonesia
|
|
5,047
|
|
|
7,395
|
|
|
—
|
|
Brazil
|
|
779
|
|
|
1,055
|
|
|
1,364
|
|
Total current tax expense
|
|
5,453
|
|
|
10,338
|
|
|
2,408
|
|
Deferred tax income:
|
|
|
|
|
|
|
|
|
|
Amortization of deferred tax benefit on intra-group transfer (Note 2)
|
|
—
|
|
|
(912
|
)
|
|
(2,363
|
)
|
Total income tax expense
|
|
5,453
|
|
|
9,426
|
|
|
45
|
|
Jurisdiction
|
|
Earliest
|
U.K.
|
|
2008
|
Brazil
|
|
2008
|
Indonesia
|
|
2012
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Deferred tax assets, gross
|
|
6,070
|
|
|
—
|
|
Valuation allowances
|
|
(6,070
|
)
|
|
—
|
|
Deferred tax assets, net
|
|
—
|
|
|
—
|
|
Year ending December 31,
(in thousands of $)
|
|
Total
|
|
|
2014
|
|
351,888
|
|
|
2015
|
|
352,154
|
|
|
2016
|
|
340,567
|
|
|
2017
|
|
337,040
|
|
|
2018
|
|
212,290
|
|
|
2019 and later
|
|
789,524
|
|
|
Total
|
|
2,383,463
|
|
(1)
|
(in thousands of $)
|
|
February 7, 2013
|
|
|
|
Purchase consideration
|
|
127,910
|
|
(1)
|
|
Less: Fair value of net assets (liabilities) acquired:
|
|
|
|
||
Vessel and equipment
|
215,000
|
|
|
|
|
Cash
|
7,981
|
|
|
|
|
Fair value of interest rate swap
|
(3,096
|
)
|
|
|
|
Long-term debt
|
(89,525
|
)
|
|
|
|
Other assets and liabilities
|
(2,450
|
)
|
|
|
|
Subtotal
|
|
(127,910
|
)
|
|
|
Difference between the purchase price and fair value of net assets acquired
|
|
—
|
|
|
(in thousands of $)
|
|
|
Cash consideration paid to Golar
|
125,500
|
|
Adjustment for the interest rate swap liability assumed
|
(3,096
|
)
|
Other purchase price adjustments
|
5,506
|
|
|
127,910
|
|
|
Unaudited
|
Unaudited
|
||
(in thousands of $, except per unit data)
|
2013
|
2012
|
||
Revenues
|
332,150
|
|
308,617
|
|
Net income
|
152,388
|
|
135,472
|
|
Earnings per unit (basic and diluted):
|
|
|
||
Common unitholders
|
$2.33
|
$2.52
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Other receivables
|
|
2,937
|
|
|
1,219
|
|
Prepaid expenses
|
|
4,089
|
|
|
2,874
|
|
Accrued interest income
|
|
—
|
|
|
243
|
|
|
|
7,026
|
|
|
4,336
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Cost
|
|
1,665,039
|
|
|
954,992
|
|
Accumulated depreciation
|
|
(383,448
|
)
|
|
(247,845
|
)
|
Net book value
|
|
1,281,591
|
|
|
707,147
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Cost
|
|
168,492
|
|
|
600,733
|
|
Accumulated depreciation
|
|
(40,799
|
)
|
|
(115,101
|
)
|
Net book value
|
|
127,693
|
|
|
485,632
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Debt arrangement fees and other deferred financing charges
|
|
20,677
|
|
|
19,684
|
|
Accumulated amortization
|
|
(6,407
|
)
|
|
(4,661
|
)
|
|
|
14,270
|
|
|
15,023
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Total security lease deposits for lease obligations
|
|
5,639
|
|
|
5,398
|
|
Restricted cash relating to the Golar Freeze facility (see note 20)
|
|
8,832
|
|
|
8,994
|
|
Restricted cash relating to the Mazo facility (see note 20)
|
|
—
|
|
|
11,034
|
|
Restricted cash relating to the NR Satu facility (see note 20)
|
|
9,980
|
|
|
5,474
|
|
|
|
24,451
|
|
|
30,900
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Methane Princess Lease security deposits
|
|
151,364
|
|
|
150,913
|
|
Golar Grand Lease security deposits
|
|
—
|
|
|
45,008
|
|
Total security deposits for lease obligations
|
|
151,364
|
|
|
195,921
|
|
Included in short-term restricted cash and short-term investments
|
|
(5,639
|
)
|
|
(5,398
|
)
|
Long-term restricted cash
|
|
145,725
|
|
|
190,523
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Mark-to-market cross currency interest rate swaps valuation relating to high-yield bonds (see note 23)
|
|
—
|
|
|
1,819
|
|
Mark-to-market interest rate swaps valuation (see note 23)
|
|
5,335
|
|
|
—
|
|
Methane Princess Lease security deposit movements (see note 24(h))
|
|
4,257
|
|
|
—
|
|
Other long-term assets
|
|
5,969
|
|
|
3,460
|
|
|
|
15,561
|
|
|
5,279
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Vessel operating and drydocking expenses
|
|
5,538
|
|
|
6,737
|
|
Administrative expenses
|
|
757
|
|
|
281
|
|
Interest expense
|
|
6,273
|
|
|
7,729
|
|
Provision for tax
|
|
7,520
|
|
|
11,783
|
|
|
|
20,088
|
|
|
26,530
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Deferred revenue
|
|
17,888
|
|
|
12,848
|
|
Mark-to-market interest rate swaps valuation (see note 23)
|
|
15,119
|
|
|
24,991
|
|
Mark-to-market cross currency interest rate swaps valuation (see note 23)
|
|
16,804
|
|
|
—
|
|
Mark-to-market foreign exchange rate swaps valuation (see note 23)
|
|
—
|
|
|
20,527
|
|
Deferred credits from capital lease transactions (see note 22)
|
|
625
|
|
|
625
|
|
Other creditors (see note 25)
|
|
6,609
|
|
|
5,701
|
|
|
|
57,045
|
|
|
64,692
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Total long-term debt due to third parties
|
|
889,471
|
|
|
704,519
|
|
Less: current portion of long-term debt due to third parties
|
|
(156,363
|
)
|
|
(64,822
|
)
|
Total long-term debt due to third parties
|
|
733,108
|
|
|
639,697
|
|
Total long-term debt due to related parties
|
|
—
|
|
|
34,953
|
|
Long-term debt
|
|
733,108
|
|
|
674,650
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
Maturity date
|
||
Mazo facility
|
|
—
|
|
|
13,521
|
|
|
2013
|
Golar Maria facility
|
|
84,525
|
|
|
—
|
|
|
2014
|
High-yield bonds
|
|
214,100
|
|
|
233,804
|
|
|
2017
|
Golar LNG Partners credit facility
|
|
160,500
|
|
|
247,500
|
|
|
2018
|
Golar Partners Operating credit facility
|
|
215,000
|
|
|
—
|
|
|
2018
|
Golar Freeze facility
|
|
74,646
|
|
|
89,647
|
|
|
2015/2018*
|
NR Satu facility
|
|
140,700
|
|
|
155,000
|
|
|
2019
|
|
|
889,471
|
|
|
739,472
|
|
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Total obligations under capital leases
|
|
159,008
|
|
|
412,371
|
|
Less: current portion of obligations under capital leases
|
|
—
|
|
|
(5,837
|
)
|
Long-term obligations under capital leases
|
|
159,008
|
|
|
406,534
|
|
Year ending December 31,
(in thousands of $)
|
|
Methane
Princess Lease
|
|
2014
|
|
7,754
|
|
2015
|
|
8,055
|
|
2016
|
|
8,361
|
|
2017
|
|
8,676
|
|
2018
|
|
9,022
|
|
2019 and thereafter
|
|
183,564
|
|
Total minimum lease payments
|
|
225,432
|
|
Less: Imputed interest
|
|
(66,424
|
)
|
Present value of minimum lease payments
|
|
159,008
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Deferred credits from capital lease transactions
|
|
17,904
|
|
|
18,529
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Deferred credits from capital lease transactions
|
|
24,691
|
|
|
24,691
|
|
Less: Accumulated amortization
|
|
(6,162
|
)
|
|
(5,537
|
)
|
|
|
18,529
|
|
|
19,154
|
|
Short-term (see note 19)
|
|
625
|
|
|
625
|
|
Long-term
|
|
17,904
|
|
|
18,529
|
|
|
|
18,529
|
|
|
19,154
|
|
|
|
Notional Amount
|
|
|
|
|
|
|
|
|
|||
Instrument
(in thousands of $)
|
|
December 31, 2013
|
|
|
Maturity
Dates
|
|
Fixed Interest
Rate
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receiving floating, pay fixed
|
|
1,224,800
|
|
(1)
|
|
2014
|
to
|
2020
|
|
0.92
|
%
|
to
|
6.49%
|
Derivatives designated as
hedging instruments
|
|
|
|
Effective
portion gain/(loss)
reclassified from
Accumulated Other
Comprehensive Loss
|
|
Ineffective Portion
|
||||||||||||||
(in thousands of $)
|
|
Location
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest rate swaps
|
|
Other financial items, net
|
|
775
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
|
(409
|
)
|
|
(412
|
)
|
Derivatives designated as hedging instruments
|
|
Amount of gain/
(loss) recognized in
OCI on derivative
(effective portion)
|
|||||||
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Interest rate swaps
|
|
5,515
|
|
|
1,113
|
|
|
934
|
|
|
|
Notional Amount
|
|
|
|
Average forward
|
|||||
Instrument
(in thousands)
|
|
Receiving in
foreign currency
|
|
Pay in USD
|
|
Maturity
Date
|
|
rate USD foreign
currency
|
|||
Currency rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
Norwegian Kroner
|
(1)
|
1,300,000
|
|
|
227,193
|
|
|
2017
|
|
5.722
|
|
Derivatives designated as hedging instruments
|
|
Amount of gain/
(loss) recognized in
OCI on derivative
(effective portion)
|
|||||||
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Cross currency interest rate swap
|
|
1,080
|
|
|
(5,063
|
)
|
|
—
|
|
(in thousands of $)
|
|
Fair Value
Hierarchy(1)
|
|
2013 Carrying Value
|
|
2013 Fair Value
|
|
2012 Carrying Value
|
|
2012 Fair Value
|
||||
Non-Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
Level 1
|
|
103,100
|
|
|
103,100
|
|
|
66,327
|
|
|
66,327
|
|
Restricted cash and short-term investments
|
|
Level 1
|
|
170,176
|
|
|
170,176
|
|
|
221,423
|
|
|
221,423
|
|
High-yield bonds(1)
|
|
Level 1
|
|
214,100
|
|
|
221,166
|
|
|
233,804
|
|
|
234,708
|
|
Long-term debt—floating(2)
|
|
Level 2
|
|
675,371
|
|
|
675,371
|
|
|
505,668
|
|
|
505,668
|
|
Obligations under capital leases(2)
|
|
Level 2
|
|
159,008
|
|
|
159,008
|
|
|
412,371
|
|
|
412,371
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps asset(3)(4)
|
|
Level 2
|
|
5,335
|
|
|
5,335
|
|
|
—
|
|
|
—
|
|
Cross currency interest rate swap asset(3)(5)
|
|
Level 2
|
|
—
|
|
|
—
|
|
|
1,819
|
|
|
1,819
|
|
Interest rate swaps liability(3)(4)
|
|
Level 2
|
|
15,119
|
|
|
15,119
|
|
|
24,991
|
|
|
24,991
|
|
Cross currency interest rate swap liability(3)(5)
|
|
Level 2
|
|
16,804
|
|
|
16,804
|
|
|
—
|
|
|
—
|
|
Foreign currency swaps liability(3)
|
|
Level 2
|
|
—
|
|
|
—
|
|
|
20,527
|
|
|
20,527
|
|
(1)
|
This pertains to high-yield bonds with a carrying value of $214.1 million as of December 31, 2013 which is included under long-term debt on the balance sheet. The fair value of the high-yield bonds as of December 31, 2013 was $221.2 million (2012: $234.7 million), which represents 103.3% (2012: 100.5%) of its face value.
|
(2)
|
Our debt and capital lease obligations are recorded at amortized cost in the consolidated balance sheets.
|
(3)
|
Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.
|
(4)
|
The fair value/carrying value of interest rate swap agreements (excluding the cross currency interest rate swap described in footnote 5) that qualify and are designated as cash flow hedges as of December 31, 2013 and 2012 was $3.5 million (with a notional amount of $287.1 million) and $7.7 million (with a notional amount of $239.6 million), respectively. The expected maturity of these interest rate agreements is from June 2014 to March 2018.
|
(5)
|
We issued NOK denominated senior unsecured bonds. In order to hedge our exposure, we entered into a non-amortizing cross currency interest rate swap agreement. The swap hedges both the full redemption amount of the NOK obligation and the related quarterly interest payments. We designated the cross currency interest rate swap as a cash flow hedge. As of December 31, 2013 and 2012, the following are the details on the cross currency interest rate swap:
|
Instrument
(in thousands)
|
Notional amount
|
Maturity date
|
Rate
|
Fair value asset/(liability)
|
|||||
In NOK
|
In USD
|
||||||||
Cross currency interest rate swap
|
1,300,000
|
|
227,193
|
|
Oct 2017
|
6.485
|
%
|
(16,804
|
)
|
(in thousands of $)
|
|
2013
|
|
2012
|
|
2011
|
|||
Transactions with Golar and affiliates:
|
|
|
|
|
|
|
|
|
|
Management and administrative services fees (a)
|
|
2,569
|
|
|
2,876
|
|
|
1,576
|
|
Ship management fees (b)
|
|
6,701
|
|
|
4,222
|
|
|
4,146
|
|
Interest expense on high-yield bonds (c)
|
|
1,972
|
|
|
575
|
|
|
—
|
|
Interest expense on Golar LNG vendor financing loan -
Golar Freeze
(d)
|
|
—
|
|
|
11,921
|
|
|
3,085
|
|
Interest expense on Golar LNG vendor financing loan -
NR Satu
(e)
|
|
—
|
|
|
4,737
|
|
|
—
|
|
Interest expense on Golar Energy loan (f)
|
|
—
|
|
|
829
|
|
|
—
|
|
Total
|
|
11,242
|
|
|
25,160
|
|
|
8,807
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Trading balances due to Golar and affiliates (g)
|
|
(5,989
|
)
|
|
(546
|
)
|
Methane Princess Lease security deposit movements (h)
|
|
4,257
|
|
|
—
|
|
High-yield bonds (c)
|
|
—
|
|
|
(34,953
|
)
|
|
|
(1,732
|
)
|
|
(35,499
|
)
|
|
|
2012
|
|
2011
|
|||||
(in millions of $)
|
|
Golar Grand
|
|
NR Satu
|
|
Golar Freeze
|
|||
Purchase consideration
|
|
176.8
|
|
|
388.0
|
|
|
231.3
|
|
Less: Net assets acquired
|
|
|
|
|
|
|
|
|
|
- Vessel – historic book value
|
|
127.5
|
|
|
257.6
|
|
|
166.0
|
|
- Capital lease obligation assumed (net of restricted cash)
|
|
(90.8
|
)
|
|
—
|
|
|
—
|
|
- Loan debt assumed
|
|
—
|
|
|
—
|
|
|
(108.0
|
)
|
- Other net assets (liabilities)
|
|
6.4
|
|
|
(1.9
|
)
|
|
7.5
|
|
Total net assets acquired
|
|
(43.1
|
)
|
|
(255.7
|
)
|
|
(65.5
|
)
|
Deduction to equity
|
|
133.7
|
|
|
132.3
|
|
|
165.8
|
|
(in thousands of $)
|
|
2013
|
|
2012
|
||
Book value of vessels and equipment secured against long-term loans and capital leases
|
|
1,409,284
|
|
|
1,192,779
|
|
Date
|
|
Number of Common Units Issued
1
|
|
Offering Price
|
|
Gross Proceeds (in thousands of $)
2
|
|
Net Proceeds (in thousands of $)
|
|
Golar's Ownership after the Offering
3
|
|
Use of Proceeds
|
||||||
July 2012
|
|
7,294,305
|
|
|
$
|
30.95
|
|
|
230,366
|
|
|
221,746
|
|
|
57.5
|
%
|
|
Acquisition of the
NR Satu
|
November 2012
|
|
5,824,590
|
|
|
$
|
30.50
|
|
|
181,275
|
|
|
180,105
|
|
|
54.1
|
%
|
|
Acquisition of the
Golar Grand
|
January 2013
|
|
4,316,947
|
|
|
$
|
29.74
|
|
|
131,006
|
|
|
130,244
|
|
|
50.9
|
%
|
|
Acquisition of the
Golar Maria
|
December 2013
|
|
5,100,000
|
|
|
$
|
29.10
|
|
|
151,439
|
|
|
150,342
|
|
|
41.4
|
%
|
|
Acquisition of the
Golar Igloo
|
(in units)
|
|
Common Units
|
|
Subordinated Units
|
|
GP Units
|
|||
December 31, 2011
|
|
23,127,254
|
|
|
15,949,831
|
|
|
797,492
|
|
July 2012 offerings
|
|
7,294,305
|
|
|
—
|
|
|
148,864
|
|
November 2012 offerings
|
|
5,824,590
|
|
|
—
|
|
|
118,869
|
|
December 31, 2012
|
|
36,246,149
|
|
|
15,949,831
|
|
|
1,065,225
|
|
January 2013 offerings
|
|
4,316,947
|
|
|
—
|
|
|
88,101
|
|
December 2013 offerings
|
|
5,100,000
|
|
|
—
|
|
|
104,082
|
|
December 31, 2013
|
|
45,663,096
|
|
|
15,949,831
|
|
|
1,257,408
|
|
(in thousands of $ except unit and per unit data)
|
|
2013
|
|
2012
|
|
2011
|
|||
Net income attributable to general partner and limited partner interests
|
|
141,296
|
|
|
116,418
|
|
|
85,534
|
|
Less: Dropdown Predecessor net income
|
|
—
|
|
|
(28,015
|
)
|
|
(21,937
|
)
|
Less: distributions paid (1)
|
|
(127,260
|
)
|
|
(87,072
|
)
|
|
(46,423
|
)
|
Under distributed earnings
|
|
14,036
|
|
|
1,331
|
|
|
17,174
|
|
Under distributed earnings attributable to:
|
|
|
|
|
|
|
|
|
|
Common unit holders
|
|
6,649
|
|
|
1,304
|
|
|
16,829
|
|
Weighted average units outstanding (basic and diluted) (in thousands):
|
|
|
|
|
|
|
|
|
|
Common units
|
|
40,417
|
|
|
27,441
|
|
|
23,127
|
|
Earnings per unit (basic and diluted):
|
|
|
|
|
|
|
|
|
|
Common unit holders
|
|
2.31
|
|
|
2.08
|
|
|
1.89
|
|
Cash distributions declared and paid in the period per unit (2):
|
|
2.05
|
|
|
1.78
|
|
|
0.73
|
|
Subsequent event
: Cash distributions declared and paid per unit relating to the period (3)
|
|
0.52
|
|
|
0.50
|
|
|
0.43
|
|
•
|
First, 98% to the common unit holders, pro rata, and 2% to the General Partner until each common unit has received a minimum quarterly distribution of $0.3850;
|
•
|
Second, 98% to the common unit holders, pro rata, and 2% to the General Partner, until each common unit has received an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for prior quarters during the subordination period; and
|
•
|
Third, 98% to the holders of subordinated units, pro rata, and 2% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.3850.
|
•
|
we have distributed available cash from operating surplus to the common and subordinated unit holders in an amount equal to the minimum quarterly distribution; and
|
•
|
we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;
|
•
|
first
, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of $0.4428 per unit for that quarter (the “first target distribution”);
|
•
|
second
, 85.0% to all unit holders, pro rata, 2.0% to the General Partner and 13.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.4813 per unit for that quarter (the “second target distribution”);
|
•
|
third
, 75.0% to all unit holders, pro rata, 2.0% to the General Partner and 23.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter (the “third target distribution”); and
|
•
|
thereafter
, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive distribution rights, pro rata.
|
(in thousands of $)
|
|
|
March 28, 2014
|
|
|
Purchase consideration
|
|
(1)
|
152,059
|
|
|
Less: Fair value of net assets (liabilities) acquired:
|
|
|
|
||
Vessel including allocation to charter (if applicable)
|
310,000
|
|
|
|
|
Fair value of interest rate swap
|
3,329
|
|
|
|
|
Long-term debt
|
(161,270
|
)
|
|
|
|
Others
|
—
|
|
(2)
|
|
|
Subtotal
|
|
|
(152,059
|
)
|
|
Difference between the purchase price and fair value of net assets acquired
|
|
|
—
|
|
(i)
|
prevent
t
h
e
application of any
s
uch
tax or
duty
to such persons as
are ordinaril
y
resident
|
(ii)
|
prevent
the
application of
any tax payable in
accordance with
th
e
provi
s
ion
s
of the
|
(1)
|
THE ENTITIES
listed in Schedule 1 as borrowers (the
Borrowers
);
|
(2)
|
GOLAR LNG LIMITED
(the
Parent
);
|
(3)
|
THE EXPORT-IMPORT BANK OF KOREA, CITIBANK, N.A. LONDON BRANCH, KOREA FINANCE CORPORATION, NORDEA BANK NORGE ASA, DANSKE BANK A/S, SWEDBANK AB (publ), DVB BANK SE and SKANDINAVISKA ENSKILDA BANKEN AB (publ)
as mandated lead arrangers (whether acting individually or together the
Mandated Lead
Arrangers
);
|
(4)
|
THE FINANCIAL INSTITUTIONS
listed in Schedule 1 as KEXIM facility lenders (the
Original KEXIM Facility Lender
);
|
(5)
|
THE FINANCIAL INSTITUTIONS
listed in Schedule 1 as K-Sure facility lenders (the
Original K‑Sure Facility Lenders
);
|
(6)
|
THE FINANCIAL INSTITUTIONS
listed in Schedule 1 as commercial facility lenders (the
Original Commercial Facility Lenders
);
|
(7)
|
THE FINANCIAL INSTITUTIONS
listed in Schedule 1 as hedging providers (the
Hedging Providers
);
|
(8)
|
CITIBANK, N.A. LONDON BRANCH
as global co-ordinator of the Finance Parties (the
Global Co-ordinator
);
|
(9)
|
CITIBANK, N.A. LONDON BRANCH
as sole bookrunner (the
Sole
Bookrunner
);
|
(10)
|
SWEDBANK AB (publ)
as agent of the other Finance Parties (the
Agent
);
|
(11)
|
CITIBANK, N.A. LONDON BRANCH
as agent of the K-Sure Facility Lenders (the
K-Sure Agent
);
|
(12)
|
CITIBANK, N.A. LONDON BRANCH
as the documentation agent (the
Documentation Agent
);
|
(13)
|
SWEDBANK AB (publ)
as security agent of the Finance Parties (the
Security Agent
); and
|
(14)
|
NORDEA BANK FINLAND PLC LONDON BRANCH
as account bank (the
Account Bank
).
|
1
|
Definitions and interpretation
|
1.1
|
Definitions
|
(a)
|
any law or regulation implementing the Basel II Accord; or
|
(b)
|
any Basel II Approach adopted by a Finance Party or any of its Affiliates.
|
(a)
|
the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
|
(b)
|
the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
|
(c)
|
any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
|
(a)
|
the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
|
(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.
|
(a)
|
two or more persons acting in concert or any individual person (other than World Shipholding or an Affiliate of World Shipholding approved by the Lenders and K-Sure) (i) acquire, legally and/or beneficially and either directly or indirectly, in excess of 50 per cent of the issued share capital (or equivalent) of the Parent or (ii) have the right or ability to control, either directly or indirectly, the affairs or the composition of the majority of the board of directors (or equivalent) of the Parent;
|
(b)
|
World Shipholding ceases to own legally and/or beneficially, and either directly or indirectly, at least 25 per cent of the issued share capital (or equivalent) of the Parent;
|
(c)
|
two or more persons acting in concert or any individual person (other than the Parent) (i) acquires, legally and/or beneficially and either directly or indirectly, in excess of 50 per cent of the issued share capital (or equivalent) of Golar MLP or (ii) have the right or ability to control, either directly or indirectly, the affairs of Golar MLP (other than through the right or ability to appoint the majority of the board of directors (or equivalent) of Golar MLP or, following appointment, any continuing right or ability to exercise such control through the directors so appointed);
|
(d)
|
the Parent ceases to own legally and/or beneficially, and either directly or indirectly, at least 25 per cent of the issued share capital (or equivalent) of Golar MLP;
|
(e)
|
the General Partner is not or ceases to be a wholly owned subsidiary of the Parent; or
|
(f)
|
the General Partner ceases to have veto rights over major transactions of Golar MLP such as mergers and major disposals of assets.
|
(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
|
(b)
|
in relation to any other Commercial Facility Lender, the amount of any Commercial Facility Commitment transferred to it under this Agreement,
|
(a)
|
the Original Commercial Facility Lenders; and
|
(b)
|
any bank, financial institution or other regulated investment company which has become a Party as a commercial facility lender in accordance with clause 32 (
Changes to the Lenders
),
|
(a)
|
purchases by way of assignment or transfer;
|
(b)
|
enters into any sub-participation in respect of; or
|
(c)
|
enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,
|
(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,
|
(i)
|
its failure to pay is caused by:
|
(ii)
|
the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.
|
(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.
|
(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.
|
(a)
|
in respect of a Lender, the office or offices notified by that 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; and
|
(b)
|
in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.
|
(a)
|
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
|
(b)
|
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
|
(c)
|
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
|
(a)
|
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
|
(b)
|
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or
|
(c)
|
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,
|
(a)
|
the increase in a payment made by an Obligor to a Finance Party under clause 12.7 (
FATCA Deduction and gross-up by Obligor
) or clause 12.8.2 (
FATCA Deduction by Finance Party
); or
|
(b)
|
a payment under clause 12.8.4 (
FATCA Deduction by Finance Party
).
|
(a)
|
in respect of a Commercial Facility Advance, the date 60 months after the Utilisation Date in respect of the Advance of which it forms part or, if the Commercial Facility has been refinanced or restructured in a manner approved under clause 7.2.1, the final repayment date in respect of that Commercial Facility Advance following such refinancing or restructuring; or
|
(b)
|
in respect of a KEXIM Facility Advance or K-Sure Facility Advance, the date 144 months after the Utilisation Date in respect of the Advance of which it forms part.
|
(a)
|
moneys borrowed and debit balances at banks or other financial institutions;
|
(b)
|
any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);
|
(c)
|
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 (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);
|
(g)
|
any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
|
(h)
|
any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before Final Maturity Date or are otherwise classified as borrowings under GAAP);
|
(i)
|
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 to finance the acquisition or construction of the asset or service in question 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;
|
(j)
|
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back, sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and
|
(k)
|
the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.
|
(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 or any of them to the Hedging Providers 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 or any of them to the Hedging Providers under (and calculated in accordance with) the early termination provisions of the Hedging Contracts as if an Early Termination Date (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.
|
(a)
|
each Finance Party, K-Sure and each Receiver and any attorney, agent or other person appointed by them under the Finance Documents;
|
(b)
|
each Affiliate of each Finance Party, K-Sure and each Receiver; and
|
(c)
|
any officers, employees or agents of each Finance Party, K-Sure and each Receiver.
|
(a)
|
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
|
(b)
|
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
|
(c)
|
makes a general assignment, arrangement or composition with or for the benefit of its creditors;
|
(d)
|
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official;
|
(e)
|
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
|
(i)
|
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or
|
(ii)
|
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
|
(f)
|
has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;
|
(g)
|
has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
|
(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.
|
(a)
|
all policies and contracts of insurance; and
|
(b)
|
all entries in a protection and indemnity or war risks or other mutual insurance association
|
(a)
|
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Facility Advance; and
|
(b)
|
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Facility Advance,
|
(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 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,
|
(a)
|
the Original KEXIM Facility Lender; and
|
(b)
|
any bank, financial institution or other regulated investment company which has become a Party as a KEXIM facility lender in accordance with clause 32 (
Changes to the Lenders
),
|
(a)
|
in relation to an Original K-Sure Facility Lender, the amount set opposite its name under the heading “K-Sure Facility Commitment” in Schedule 1 (
The original parties
) and the amount of any other K-Sure Facility Commitment transferred to it under this Agreement; and
|
(b)
|
in relation to any other K-Sure Facility Lender, the amount of any K-Sure Facility Commitment transferred to it under this Agreement,
|
(a)
|
the Original K-Sure Facility Lenders; and
|
(b)
|
any bank, financial institution or other regulated investment company which has become a Party as a K-Sure facility lender in accordance with clause 32 (
Changes to the Lenders
),
|
(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 Act 1980 and the Foreign Limitation Periods Act 1984, 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.
|
(a)
|
any KEXIM Facility Lender;
|
(b)
|
any K-Sure Facility Lender; and
|
(c)
|
any Commercial Facility Lender ,
|
(a)
|
the Screen Rate;
|
(b)
|
(if no Screen Rate is available for the Interest Period of that Facility Advance) the Interpolated Screen Rate for that Facility Advance; or
|
(c)
|
if:
|
(ii)
|
no Screen Rate is available for the relevant Interest Period and it is not possible to calculate an Interpolated Screen Rate for that Facility Advance,
|
(a)
|
if no Advances are then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent of the Total Commitments immediately prior to the reduction); or
|
(b)
|
at any other time, a Lender or Lenders whose participations in the Advances aggregate more than 66 2/3 per cent of the aggregate Advances.
|
(a)
|
a Total Loss of a Ship, the applicable Total Loss Repayment Date; or
|
(b)
|
a sale of a Ship by the relevant Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price.
|
(a)
|
in relation to the KEXIM Facility, 2.75 per cent per annum;
|
(b)
|
in relation to the K-Sure Facility, 2.10 per cent per annum; and
|
(c)
|
in relation to the Commercial Facility, 2.75 per cent per annum.
|
(a)
|
the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole which will, or is reasonably likely to, affect the ability of (i), prior to any Drop-down, the Obligors (taken as a whole) or (ii) after a Drop-down, either (A) the Obligors (other than the Relevant Borrowers and any party to a Share Security (other than the Security Agent) relating to a Relevant Borrower) (taken as a whole) or (B) the Parent, any Relevant Borrower and any party to a Share Security relating to that Relevant Borrower (taken as a whole) to perform their payment or other material obligations under the Finance Documents; or
|
(b)
|
the ability of (i), prior to any Drop-down the Obligors (taken as a whole) or (ii) after a Drop-down either (A) the Obligors (other than the Relevant Borrowers and any party to a Share Security (other than the Security Agent) relating to a Relevant Borrower) (taken as a whole) or (B) the Parent, any Relevant Borrower and any party to a Share Security relating to a Relevant Borrower (taken as a whole) to perform their payment or other material obligations under the Finance Documents; or
|
(c)
|
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.
|
(a)
|
the audited consolidated financial statements of the Group and the Golar MLP Group for their respective financial years ended 31 December 2012; and
|
(b)
|
the unaudited consolidated financial statements of the Group and the Golar MLP Group for their respective financial quarters ended 31 March 2013.
|
(a)
|
the Mortgages over each of the Ships;
|
(b)
|
General Assignments in respect of the Ships;
|
(c)
|
any Charter Assignments in respect of the Ships;
|
(d)
|
the Share Security in relation to each Borrower;
|
(e)
|
the Account Security;
|
(f)
|
the Hedging Contract Security;
|
(g)
|
any Manager's Undertaking in relation to a Ship if required under clause 22.3 (
Manager
); and
|
(h)
|
any Quiet Enjoyment Letters.
|
(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,
|
(a)
|
any lien disclosed in writing to the Agent prior to the date of this Agreement and approved by the Agent;
|
(b)
|
unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Ship for an amount not exceeding the Major Casualty Amount;
|
(c)
|
any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary course of its trading;
|
(d)
|
any lien on the Ship for salvage; and
|
(e)
|
any other lien arising by operation of law in the ordinary course of trading (and not as a result of any default or omission by any Owner),
|
(a)
|
granted by the Finance Documents; or
|
(b)
|
a Permitted Maritime Lien; or
|
(c)
|
approved by the Majority Lenders.
|
(a)
|
its Original Jurisdiction;
|
(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.
|
(a)
|
in relation to the KEXIM Facility, 40 per cent;
|
(b)
|
in relation to the K-Sure Facility,
39.93
per cent; and
|
(c)
|
in relation to the Commercial Facility,
20.07
per cent.
|
(a)
|
the First Repayment Date;
|
(b)
|
each of the dates falling at six monthly intervals thereafter up to but not including the Final Repayment Date; and
|
(c)
|
the Final Repayment Date.
|
(a)
|
the Original Security Documents; and
|
(b)
|
any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.
|
(a)
|
actual, constructive, compromised or arranged total loss; or
|
(b)
|
requisition for title, confiscation or other compulsory acquisition by a government entity; or
|
(c)
|
hijacking, theft, condemnation, capture, seizure, arrest or detention (other than hijacking, theft, seizure or detention as a result of piracy) for more than 30 days; or
|
(d)
|
hijacking, theft, seizure or detention as a result of piracy for more than 45 days.
|
(a)
|
in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;
|
(b)
|
in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:
|
(i)
|
the date notice of abandonment of the vessel is given to its insurers; or
|
(ii)
|
if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or
|
(iii)
|
the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the vessel's insurers;
|
(c)
|
in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and
|
(d)
|
in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened.
|
(a)
|
the date falling 120 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.
|
(a)
|
each of the Finance Documents;
|
(b)
|
each Building Contract Document;
|
(c)
|
any Charter Document; and
|
(d)
|
any management contract approved under clause 22.7 (
Manager
).
|
(a)
|
the proposed Transfer Date specified in the Transfer Certificate; and
|
(b)
|
the date on which the Agent executes the Transfer Certificate.
|
(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).
|
(a)
|
a Borrower if it is resident for tax purposes in the United States of America; or
|
(b)
|
an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.
|
(a)
|
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
|
(b)
|
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
|
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 all of the relevant parties, such Finance Document in its executed form;
|
(ii)
|
prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrowers as the form in which that Finance Document is to be executed or another form approved at the request of the Borrowers or, if not so agreed or approved, is in the form specified by the Agent;
|
(h)
|
approved by the Majority Lenders
or
approved by the Lenders
means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise
approved
means approved in writing by the Agent (on such conditions as the Agent may impose) and
approval
and
approve
shall be construed accordingly;
|
(i)
|
assets
includes present and future properties, revenues and rights of every description;
|
(j)
|
an
authorisation
means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;
|
(k)
|
charter commitment
means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract;
|
(l)
|
control
of an entity means (except when used in the definition of Change of Control in clause 1.1 (
Definitions
)):
|
(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 per cent 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 per cent 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, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);
|
(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)
|
$
,
USD
and
dollar
s denote 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 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the
Agent's spot rate of exchange
);
|
(p)
|
a
government entity
means any government, state or agency of a state;
|
(q)
|
a
group of Lenders
includes all the Lenders;
|
(r)
|
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;
|
(s)
|
indebtedness
includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
|
(t)
|
month
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
|
(i)
|
if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and
|
(ii)
|
if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month
|
(u)
|
an
obligation
means any duty, obligation or liability of any kind;
|
(v)
|
something being in the
ordinary course of business
of a person means something that is in the ordinary course of that person's current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);
|
(w)
|
pay
or
repay
in clause 28 (
Business restrictions
) includes by way of set-off, combination of accounts or otherwise;
|
(x)
|
a
person
includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
|
(y)
|
a
regulation
includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;
|
(z)
|
right
means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;
|
(aa)
|
trustee
,
fiduciary
and
fiduciary duty
has in each case the meaning given to such term under applicable law;
|
(bb)
|
(i) the
liquidation
,
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
|
(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 in writing.
|
1.2.6
|
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 unless a contrary indication appears, in the event of any conflict or inconsistency 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.
|
1.3
|
Third party rights
|
1.3.1
|
Except for a provision expressed to be in favour of K-Sure, rights expressed to be for benefit of or exercisable by K-Sure under a Finance Document or, unless expressly provided to the contrary in a Finance Document, a provision expressed to be 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 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 in respect of K-Sure and without prejudice to the provisions of any K-Sure Insurance Policy).
|
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.
|
1.3.4
|
Each party agrees that (i) K-Sure shall not have any obligations or liabilities under this Agreement unless and until it becomes a Lender in accordance with the terms of this Agreement and (ii) this Agreement may not be amended to limit, modify or eliminate any rights of K-Sure without its prior written consent.
|
1.4
|
Finance Documents
|
2
|
The Facilities
|
2.1
|
The KEXIM Facility
|
2.2
|
The K-Sure Facility
|
2.3
|
The Commercial Facility
|
2.4
|
Finance Parties' rights and obligations
|
2.4.1
|
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.
|
2.4.2
|
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.
|
2.4.3
|
A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 34.32 (
All enforcement action through the Security Agent
) and 35.2 (
Finance Parties acting together
)), separately enforce its rights under the Finance Documents.
|
2.5
|
Borrowers' rights and obligations
|
2.5.1
|
Subject to clause 2.6 (
Drop-down
), 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.
|
2.5.2
|
Subject to clause 2.6 (
Drop-down
), 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.
|
2.5.3
|
Subject to clause 2.6 (
Drop-down
), 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.
|
2.5.4
|
Subject to clause 2.6 (
Drop-down
), 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 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.
|
2.6
|
Drop-down
|
2.6.1
|
Notwithstanding the provisions of clause 2.5, upon the occurrence of a Drop-down, the Relevant Borrower shall automatically cease to be joint and severally liable for and become severally liable for the obligations under clause 6 (
Repayment
), clause 7.9 (
Sale and total loss before and after Delivery
), clause 8 (
Interest
), clause 10.4 (
Break costs
) and clause 13.1.1 (
Increased costs
) in relation to its Drop-down Advance and (a) each of the other Borrowers (other than Relevant Borrowers) shall be automatically released from their obligations under clauses 6, 7.9, 8, 10.4 and 13.1.1 in relation to such Drop-down Advance and (b) such Relevant Borrower shall be automatically released from its obligations under clauses 6, 7.9, 8, 10.4 and 13.1.1 in relation to each of the other Advances .
|
2.6.2
|
Where this Agreement provides for any payment other than under clauses 6, 7.9, 8, 10.4 and 13.1.1 (any such payment being an
Unscheduled Amount
) and save as contemplated in clause 12.2 (
Tax gross-up
) and clause 14.2 (
Other indemnities
), a Relevant Borrower shall be severally liable for a pro rata share of such Unscheduled Amount corresponding to its Relevant Proportion. For the purposes of claiming any such Unscheduled Amount, a demand made upon the Borrowers for the full amount of the Unscheduled Amount shall be deemed to be a demand served on each Borrower (including on any Relevant Borrower in its Relevant Proportion of such Unscheduled Amount) for the amount of such Unscheduled Amount for which each such Borrower is liable.
|
2.7
|
Protective provisions
|
(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.
|
2.7.1
|
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.
|
2.8
|
Appropriations
|
2.8.1
|
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
|
2.8.2
|
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.
|
2.9
|
Deferral of rights
|
(a)
|
to be indemnified by another Obligor;
|
(b)
|
to claim any contribution from any other Obligor or any guarantor of any Obligor's obligations under the Finance Documents; 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.
|
3
|
Purpose
|
3.1
|
Purpose
|
3.2
|
Use
|
3.3
|
Monitoring
|
4
|
Conditions of Utilisation
|
4.1
|
Initial conditions precedent
|
4.2
|
Conditions precedent on Delivery
|
4.3
|
Notice to Lenders
|
4.4
|
Further conditions precedent
|
(a)
|
on the date of the Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation;
|
(b)
|
on the date of the Utilisation Request and on the proposed Utilisation Date, the Repeating Representations are true and, in relation to the first Utilisation, all of the other representations set out in clause 18 (
Representations
) (except the Ship Representations) are true;
|
(c)
|
where the proposed Utilisation Date is to be a day other than the first day of the Mortgage Period for a Ship, the Ship Representations for such ship are reasonably expected to be true on the first day of the Mortgage Period;
|
(d)
|
where the proposed Utilisation Date is to be the first day of the Mortgage Period for a Ship, the Ship Representations for such Ship are true on the proposed Utilisation Date; and
|
(e)
|
the Agent has not received any notice from K-Sure requesting the Lenders or any other Finance Party to suspend the utilisation of the Facility.
|
4.5
|
Waiver of conditions precedent
|
4.6
|
Conditions subsequent
|
5
|
Utilisation
|
5.1
|
Delivery of a Utilisation Request
|
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 on or before the Last Availability Date for such Advance;
|
(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 and only one Advance may be made in respect of each Ship.
|
5.3
|
Currency and amount
|
5.3.1
|
The currency specified in a Utilisation Request must be dollars and the amount of the proposed Advance must, in relation to a Ship:
|
(a)
|
be not more than the Ship Commitment for such Ship; and
|
(b)
|
comprise a KEXIM Facility Advance, a K-Sure Facility Advance and a Commercial Facility Advance, each in the Relevant Percentage of the Advance.
|
5.3.2
|
The amount of a proposed Advance must be a minimum of $5,000,000 or, if less, the amount of the Available Facility less the amount of the outstanding Advances and must not exceed (when aggregated with the outstanding Advances) the Total Commitments.
|
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 a Facility Advance will be equal to the proportion borne by its KEXIM Facility Commitment, K-Sure Facility Commitment or Commercial Facility Commitment (as applicable) to the Total KEXIM Facility Commitment, Total K-Sure Facility Commitment or Total Commercial Facility Commitment (as applicable) immediately prior to making the Advance.
|
5.4.3
|
The Agent shall promptly notify each Lender of the amount of each Advance and the amount of its participation in the Advance.
|
5.4.4
|
The Agent shall pay all amounts received by it in respect of each Advance (and its own participation in it, if any) to the Borrowers or for its account in accordance with the instructions contained in the Utilisation Request.
|
6
|
Repayment
|
6.1
|
Repayment
|
(a)
|
such part of the KEXIM Loan for the account of the KEXIM Facility Lenders;
|
(b)
|
such part of the K-Sure Loan for the account of the K-Sure Facility Lenders; and
|
(c)
|
such part of the Commercial Loan for the account of the Commercial Facility Lenders,
|
6.2
|
Scheduled repayment of Advances
|
6.2.1
|
The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall repay each KEXIM Facility Advance and K‑Sure Advance by 24 instalments, one such instalment to be repaid on each of the Repayment Dates relative to such KEXIM Facility Advance or K-Sure Advance and, to the extent not previously reduced, each to be in the amount of 1/24 of the amount of the relevant KEXIM Facility Advance or K-Sure Facility Advance.
|
6.2.2
|
The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall repay each Commercial Facility Advance by ten instalments, one such instalment to be repaid on each of the Repayment Dates relative to such Commercial Facility Advance. To the extent not previously reduced, the amount of each instalment, except for the final instalment, shall be 1/24 of the amount of that Commercial Facility Advance and the amount of the final instalment shall be 15/24 of the amount of that Commercial Facility Advance.
|
6.2.3
|
On the Final Repayment Date in relation to a Facility Advance (without prejudice to any other provision of this Agreement), such Facility Advance shall be repaid in full. On the Final Maturity Date (without prejudice to any other provision of this Agreement) the Loans and any amounts owing by the Borrowers to any Finance Party under any of the Finance Documents or owing under or in connection with any K-Sure Insurance Policy (as conclusively certified by the Agent) shall be repaid in full.
|
6.3
|
Adjustment of scheduled repayments
|
7
|
Illegality, prepayment and cancellation
|
7.1
|
Illegality
|
(a)
|
that Lender shall promptly notify the Agent upon becoming aware of that event;
|
(b)
|
upon the Agent notifying the Borrowers, the Commitments of that Lender will be immediately cancelled and the Total Commitments and Facility Commitments (for each Facility in which that Lender participates) shall each be reduced accordingly; and
|
(c)
|
to the extent that the Lender's participation has not been assigned pursuant to clauses 35.7
(Replacement of a Defaulting Lender)
, the Borrowers shall repay that Lender's participation in the Advances on the last day of the Interest Period for each of those Advances occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).
|
7.2
|
Prepayment option
|
7.2.1
|
If the Commercial Facility has not been refinanced or restructured in a manner acceptable to KEXIM, K-Sure and the Majority Lenders (but, for these purposes, excluding from such definition the Commercial Facility Commitments or participations in Advances which are Commercial Facility Advances) by no later than the Prepayment Option Date then the prepayment options provided in clauses 7.2.2 and 7.2.3 shall be exercisable.
|
7.2.2
|
Each KEXIM Facility Lender shall have the right to require the Borrowers to prepay its participation in the KEXIM Facility Advances in full on the Final Commercial Facility Maturity Date, whereupon the KEXIM Facility Commitments of that KEXIM Facility Lender will immediately be cancelled, PROVIDED THAT (a) such right has become exercisable in accordance with clause 7.2.1, (b) the Agent (acting on the instructions of that KEXIM Facility Lender) has notified the
|
7.2.3
|
Each K-Sure Facility Lender shall have the right to require the Borrowers to prepay its participation in the K-Sure Facility Advances in full on the Final Commercial Facility Maturity Date, whereupon the K-Sure Facility Commitments of that K-Sure Facility Lender will immediately be cancelled, PROVIDED THAT (a) such right has become exercisable in accordance with clause 7.2.1, (b) the Agent (acting on the instructions of that K-Sure Facility Lender and K-Sure) has notified the Borrowers no later than the Option Notification Date of the intention of that K-Sure Facility Lender to exercise such option and (c) the Agent (acting on the instructions of that K-Sure Facility Lender and K-Sure) has notified the other Lenders of that K-Sure Facility Lender’s intention to exercise the option to require the Borrowers to repay its participation in the K-Sure Facility Advances pursuant to this clause 7.2.3 no later than the Option Notification Date.
|
7.2.4
|
If a K-Sure Facility Lender or K-Sure Facility Lenders exercise the right to require the Borrowers to repay its participation in the K-Sure Facility Advances pursuant to clause 7.2.3 the Borrowers shall, on the Option Notification Date, have the right to prepay the participations of all other K-Sure Facility Lenders in accordance with clause 7.7 (
Voluntary prepayment
) (but on 21 days’ notice instead of the period required by such clause).
|
7.2.5
|
If the Final Repayment Date for the Commercial Facility Advances and, consequently, the Final Commercial Facility Maturity Date are extended in a manner acceptable under clause 7.2.1, the prepayment options provided under this clause 7.2 shall be apply in relation to such extended Final Commercial Facility Maturity Date in the same way as the prepayment option applies to the original Final Commercial Facility Maturity Date, except that all references to the Final Commercial Facility Maturity Date in this clause 7.2 and used to calculate Option Notification Date and the Prepayment Option Date shall be to the Final Commercial Facility Maturity Date as so extended.
|
7.3
|
Unlawfulness and invalidity
|
(a)
|
it is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents;
|
(b)
|
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
|
(c)
|
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; or
|
(d)
|
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,
|
7.4
|
Expropriation
|
7.5
|
Change of control and de-listing
|
7.5.1
|
The Borrowers and the Parent shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control and/or a delisting according to clause 7.5.3 below.
|
7.5.2
|
If there is a Change of Control, the Agent shall cancel the Total Commitments and the Borrowers shall immediately prepay the Loans in full together with any other amounts owing under this Agreement or any of the other Finance Documents, on or prior to the date which is 30 days after the date on which the Change of Control occurred.
|
7.5.3
|
If the Parent or Golar MLP ceases to be listed on NASDAQ or any other reputable stock exchange approved by the Lenders, the Agent shall cancel the Total Commitments and the Borrowers shall prepay the Loans in full together with any other amounts owing under this Agreement or any of the other Finance Documents, on or prior to the date which is 30 days after the date on which the Parent or Golar MLP (as applicable) ceased to be so listed.
|
7.6
|
Voluntary cancellation
|
7.7
|
Voluntary prepayment
|
7.8
|
Right of replacement or cancellation and prepayment in relation to a single Lender
|
7.8.1
|
If:
|
(a)
|
any sum payable to any Lender by an Obligor is required to be increased under clause 12.2 (
Tax gross-up
);
|
(b)
|
any Lender claims indemnification from the Borrowers under clause 12.3 (
Tax indemnity
) or clause 13.1 (
Increased Costs
); or
|
(c)
|
any Lender becomes a Defaulting Lender;
|
(d)
|
at any time on or after the date which is six months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date,
|
7.8.2
|
On receipt of a notice referred to in clause 7.8.1 above, the Commitments of that Lender shall immediately be reduced to zero and (unless the Commitments of the relevant Lender are replaced in accordance with clause 7.8.4) the Total Commitments and the Facility Commitments (for each
|
7.8.3
|
On the last day of each Interest Period which ends after the Borrowers has given notice under clause 7.8.1 above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loans.
|
7.8.4
|
The Borrowers may, in the circumstances set out in clause 7.8.1, on 15 Business Days' prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c)), replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 32 (
Changes to the Lenders
) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution, trust or fund selected by the Borrowers which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 32 (
Changes to the Lenders
) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of:
|
(a)
|
the outstanding principal amount of such Lender's participation in the Loans;
|
(b)
|
all accrued interest owing to such Lender;
|
(c)
|
the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (
Break Costs
) had the Borrowers prepaid in full that Lender’s participation in the Loans on the date of the assignment; and
|
(d)
|
all other amounts payable to that Lender under the Finance Documents on the date of the assignment.
|
7.8.5
|
The replacement of a Lender pursuant to clause 7.8.4 shall be subject to the following conditions:
|
(a)
|
the Borrowers shall have no right to replace the Agent;
|
(b)
|
neither the Agent nor any Lender shall have any obligation to find a replacement Lender;
|
(c)
|
in no event shall the Lender replaced under clause 7.8.4 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
|
(d)
|
the Lender shall only be obliged to assign its rights pursuant to clause 7.8.4 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that assignment.
|
7.8.6
|
A Lender shall perform the checks described in clause 7.8.5(d) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.8.4 above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.
|
7.9
|
Sale or Total Loss before and after Delivery
|
7.9.1
|
If a Ship becomes a Total Loss or a Building Contract is terminated or sold before the Ship Commitment for such Ship has become available for borrowing under this Agreement, the Total Commitments shall immediately be reduced by the Ship Commitment for such Ship and such Ship Commitment shall be reduced to zero.
|
7.9.2
|
On a Mortgaged Ship's Mandatory Repayment Date:
|
(a)
|
the Borrowers (or, subject to clause 2.6 , the applicable Relevant Borrower) shall prepay the Advance in relation to that Ship in full; and
|
(b)
|
the Total Commitments shall be reduced accordingly and the Facility Commitments and Commitments reduced pro rata.
|
7.10
|
Termination of a K-Sure Insurance Policy
|
7.10.1
|
If at any time during the Facility Period:
|
(a)
|
any of the obligations of K-Sure under a K-Sure Insurance Policy is terminated, cancelled, becomes invalid, unenforceable or otherwise ceases to be in full force and effect; or
|
(b)
|
it becomes unlawful or impossible for K-Sure to fulfill any of the obligations expressed to be assumed by them in a K-Sure Insurance Policy or for the Agent, Security Agent, K-Sure Agent or a K-Sure Facility Lender to exercise the rights or any of them vested in it under a K-Sure Policy; or
|
(c)
|
the Agent or the Lender is informed of K-Sure’s intention to, or K-Sure has stated its intention to, repudiate, terminate, cancel or suspend the application of a K-Sure Insurance Policy; or
|
(d)
|
any of the events or circumstances set out in clauses 30.9 (
Insolvency
) and 30.10 (
Insolvency Proceedings
) occurs in relation to K-Sure,
|
(a)
|
no Lender shall be obliged to fund an Advance;
|
(b)
|
the Total Commitments shall be automatically cancelled; and
|
(c)
|
the Loans together with accrued interest and all other sums payable under this Agreement and any other Finance Document shall be immediately due and payable.
|
7.11
|
Automatic cancellation
|
7.12
|
Prepayment Fee
|
7.12.1
|
If the Borrowers prepay any amount of the Loans pursuant to clause 7.7 (
Voluntary prepayment
), then they shall also pay to the Agent (for the account of the KEXIM Facility Lenders) a prepayment fee of 0.5 per cent of the amount of the KEXIM Loan prepaid pursuant to clause 7.7 (
Voluntary prepayment
).
|
7.12.2
|
If the Borrowers prepay the Loans pursuant to (a) clause 7.5 (
Change of Control
) or (b) clause 7.9 (
Sale or Total Loss
before and after Delivery
) otherwise than due to the sale of a Ship by the relevant Owner or the transfer of the shares in a Borrower to a member of the Golar MLP Group, then they shall also pay to the Agent (for the account of the KEXIM Facility Lenders) a prepayment fee of 0.5 per cent of the amount of the KEXIM Loan required to be prepaid pursuant to clause 7.5 (
Change of Control
) or clause 7.9 (
Sale or Total Loss
before and after Delivery
).
|
7.12.3
|
The Borrowers acknowledge that the prepayment fees referred to in clauses 7.12.1 and 7.12.2 have been freely negotiated.
|
7.13
|
Restrictions
|
7.13.1
|
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.
|
7.13.2
|
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and to clause 7.12, without premium or penalty.
|
7.13.3
|
The Borrowers may not reborrow any part of the Facilities which is prepaid or repaid.
|
7.13.4
|
The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
|
7.13.5
|
No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
|
7.13.6
|
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.
|
7.13.7
|
If the Total Commitments are partially reduced and/or the Loans partially prepaid under this Agreement (other than under clause 7.1 (
Illegality
) and clause 7.8 (
Right of cancellation and prepayment in relation to a single Lender
)), the Commitments of the Lenders and Facility Commitments shall be reduced pro rata. Any prepayment shall be applied pro rata to each Lender’s participation in the Advances (other than a prepayment under clause 7.9 where such prepayment will be applied to the Advance in relation to the relevant Ship only).
|
7.13.8
|
Any prepayment under this Agreement shall be made together with payment to any Hedging Provider, of any amount falling due to the relevant 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 29.2 (
Unwinding of Hedging Contracts
) in relation to that prepayment.
|
8
|
Interest
|
8.1
|
Calculation of interest
|
(a)
|
Margin;
|
(b)
|
LIBOR; and
|
(c)
|
Mandatory Cost, if any.
|
8.2
|
Payment of interest
|
8.2.1
|
The Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall pay accrued interest on:
|
(a)
|
each KEXIM Facility Advance of the account of KEXIM Facility Lenders;
|
(b)
|
each K-Sure Facility Advance for the account of the K-Sure Facility Lenders; and
|
(c)
|
each Commercial Facility Advance for the account of the Commercial Facility Lenders,
|
8.3
|
Default interest
|
8.3.1
|
If an Obligor fails to pay any amount payable by it under a Finance Document (other than a 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 per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Facility Advance of the Facility to which it relates for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under 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 a Facility Advance which became due on a day which was not the last day of an Interest Period relating to that Facility Advance 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 that Facility Advance; and
|
(b)
|
the rate of interest applying to the overdue amount during that first Interest Period shall be 2 per cent per annum 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
|
9
|
Interest Periods
|
9.1
|
Interest Periods
|
9.1.1
|
Each Interest Period shall be for six months.
|
9.1.2
|
No Interest Period shall extend beyond the Final Repayment Date for the amount to which it relates and no Interest Period shall extend beyond the Final Maturity Date.
|
9.1.3
|
The first Interest Period for an Advance shall start on the Utilisation Date and each subsequent Interest Period for an Advance shall start on the last day of its preceding Interest Period.
|
9.2
|
Non-Business Days
|
10
|
Changes to the calculation of interest
|
10.1
|
Absence of quotations
|
10.2
|
Market Disruption Event
|
10.2.1
|
If a Market Disruption Event occurs in relation to a Facility Advance for any Interest Period, then the rate of interest on each Lender's share of that Facility Advance for the Interest Period shall be the percentage rate per annum which is the sum of:
|
(a)
|
the applicable 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 that Advance from whatever source it may reasonably select; and
|
(c)
|
the Mandatory Cost, if any, applicable to that Lender's participation in the Advance.
|
10.2.2
|
If a Market Disruption Event occurs the Agent shall, as soon as is practicable, notify the Borrowers.
|
10.2.3
|
In this Agreement
|
(a)
|
at or about noon on the Quotation Day for the relevant Interest Period LIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for the relevant Interest Period; or
|
(b)
|
before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose Commitments exceed 50 per cent of the Total Commitments) that the cost to it of funding its participation in the relevant Advance from whatever source it may reasonably select would be in excess of LIBOR, together with detail of the computation of its cost of funding, provided that no Lender shall be required to provide any information or matter which it, or its Holding Company, regards as confidential.
|
10.3
|
Alternative basis of interest or funding
|
10.3.1
|
If a Market Disruption Event occurs and the Agent or the Borrowers so requires, 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.
|
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 (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) 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 an Advance or Unpaid Sum being paid by the Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) on a day other than the last day of an Interest Period for that Advance 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 and Premiums
|
11.1
|
Commitment commission
|
11.1.1
|
The Borrowers shall pay to the Agent (for the account of each KEXIM Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the KEXIM Facility on the undrawn and uncancelled portion of that Lender's KEXIM Facility Commitments calculated on a daily basis from the date of this Agreement.
|
11.1.2
|
The Borrowers shall pay to the Agent (for the account of each K-Sure Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the K-Sure Facility on the undrawn and uncancelled portion of that Lender's K-Sure Facility Commitments calculated on a daily basis from the date of this Agreement.
|
11.1.3
|
The Borrowers shall pay to the Agent (for the account of each Commercial Facility Lender) a fee in dollars computed at the rate of 0.40 multiplied by the Margin applicable to the Commercial Facility on the undrawn and uncancelled portion of that Lender's Commercial Facility Commitments calculated on a daily basis from the date of this Agreement.
|
11.1.4
|
The Borrowers shall pay the accrued commitment commission on the first Utilisation Date, on the last day of the period of six months commencing on the first Utilisation Date, on the last day of each successive period of six months, on the Last Availability Date in relation to the last of the Advances to be drawn fully or cancelled and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitments at the time the cancellation is effective.
|
11.2
|
Agency fee
|
11.3
|
Other fees
|
11.4
|
K-Sure Premium
|
11.4.1
|
The Borrowers acknowledge that the K-Sure Facility Lenders shall procure the placement of each K-Sure Insurance Policy either through the K-Sure Agent or directly with K-Sure and shall benefit from it throughout the duration of the Facility Period. The Borrowers agree to pay to the K-Sure Agent (for the account of K-Sure) the K-Sure Premium applicable to each K-Sure Facility Advance on or prior to the Utilisation Date in respect of such Advance.
|
11.4.2
|
The Borrowers agree that their obligation to make the payments set out in clause 11.4.1 to the K-Sure Agent in respect of the K-Sure Premium (or any part thereof) shall be an absolute obligation and shall not be affected by any matter whatsoever. The K-Sure Premium (or any part thereof) shall not be refundable except in accordance with the terms of the relevant K-Sure Insurance Policy and K-Sure’s internal regulations.
|
11.4.3
|
If a Finance Party receives a refund of the K-Sure Premium from K-Sure and if all amounts due and owing by the Borrowers, or any of them, at that time have been discharged in full, such refund shall be paid to the Borrowers.
|
11.4.4
|
The Borrowers acknowledge that the amount of each K-Sure Premium will be solely determined by K-Sure and no Finance Party is in any way involved in the determination of the amount of the K-Sure Premium and agrees that the Borrowers shall have no claim or defence against any Finance Party in connection with the amount of the K-Sure Premium.
|
12
|
Tax gross-up and indemnities
|
12.1
|
Definitions
|
12.1.1
|
In
this Agreement:
|
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 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. If a payment from a Borrower which is not a Relevant
|
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 relevant 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 or a K-Sure Insurance Policy.
|
12.3.2
|
Clause 12.3.1 above shall not apply:
|
(a)
|
with respect to any Tax assessed on a Finance Party:
|
(i)
|
under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
|
(ii)
|
under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
|
(b)
|
to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.2 (
Tax gross-up
), clause 12.7 (
FATCA Deduction and gross-up by Obligor
) or clause 12.8.2 (
FATCA Deduction by a Finance Party
);
|
(c)
|
to the extent a loss, liability or cost is compensated for by a payment under clause 12.5 (
Indemnities on after Tax basis
); or
|
(d)
|
is compensated for by a payment under clause 12.8.4 (
FATCA Deduction by a Finance Party
).
|
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
|
Tax Credit
|
(a)
|
a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
|
(b)
|
that Finance Party has obtained and utilised that Tax Credit,
|
12.5
|
Indemnities on after Tax basis
|
12.5.1
|
If and to the extent that any sum (the
Indemnity Sum
) constituting (directly or indirectly) an indemnity to any Protected Party but paid by a Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrowers shall pay to that Protected Party such sum (the
Compensating Sum
) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.
|
12.5.2
|
For the purposes of this clause 12.5 a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.
|
12.6
|
FATCA Information
|
12.6.1
|
Subject to clause 12.6.3 below, each Party shall, within ten Business Days of a reasonable request by another Party:
|
(a)
|
confirm to that other Party whether it is:
|
(i)
|
a FATCA Exempt Party; or
|
(ii)
|
not a FATCA Exempt Party; and
|
(b)
|
supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA.
|
12.6.2
|
If a Party confirms to another Party pursuant to clause 12.6.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
|
12.6.3
|
Clause 12.6.1 above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:
|
(a)
|
any law or regulation;
|
(b)
|
any fiduciary duty; or
|
(c)
|
any duty of confidentiality.
|
12.6.4
|
If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 12.6.1 above (including, for the avoidance of doubt, where clause 12.6.3 above applies), then:
|
(a)
|
if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and
|
(b)
|
if that Party failed to confirm its applicable "passthru payment percentage" then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%,
|
12.7
|
FATCA Deduction and gross-up by Obligor
|
12.7.1
|
If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.
|
12.7.2
|
If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.
|
12.7.3
|
The Borrowers shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Agent receives such notification from a Finance Party it shall notify the Borrowers and that Obligor.
|
12.7.4
|
Within 30 days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.
|
12.8
|
FATCA Deduction by a Finance Party
|
12.8.1
|
Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) shall notify that Party and the Agent.
|
12.8.2
|
If the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party under clause 37.2 (
Distributions by the Agent
) which relates to a payment by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount equal to the payment which would have been made by the Agent if no FATCA Deduction had been required.
|
12.8.3
|
The Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Finance Party under clause 37.2 (
Distributions by the Agent
) which relates to a payment by an Obligor (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrowers, the relevant Obligor and the relevant Finance Party.
|
12.8.4
|
The Borrowers shall (within three Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under clause 12.8.2 above.
|
12.8.5
|
A Finance Party making, or intending to make, a claim under clause 12.8.4 above shall promptly notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.
|
12.9
|
Stamp taxes
|
12.10
|
Value added tax
|
12.10.1
|
All amounts expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to clause 12.10.3 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that party).
|
12.10.2
|
If VAT is or becomes chargeable 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 other than the Recipient (the
Subject 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 or indemnify the Recipient in respect of that consideration):
|
(a)
|
(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (a) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
|
(b)
|
(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
|
12.10.3
|
Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant tax authority.
|
12.10.4
|
Any reference in this clause 12.10 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).
|
12.10.5
|
In relation to any supply made by a Finance Party to any party under a Finance Document, if reasonably requested by such Finance Party, that party must promptly provide such Finance Party with details of that party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.
|
13
|
Increased Costs
|
13.1
|
Increased Costs
|
13.1.1
|
Subject to clause 13.3 (
Exceptions
), the Borrowers (or, subject to clause 2.6, the applicable Relevant Borrower with respect to its Drop-down Advance) shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:
|
(a)
|
arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement; and/or
|
(b)
|
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 Facilities 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,
|
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 and setting forth the basis of the computation of such amount but not including any matters which such Lender or its Holding Company regards as confidential.
|
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)
|
attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party;
|
(d)
|
compensated for by clause 12.8.4 (
FATCA Deduction by a Finance Party
);
|
(e)
|
compensated for by the payment of the Mandatory Cost;
|
(f)
|
a Basel II Increased Cost or is attributable to the implementation or application or compliance with any other law or regulation which implements the Basel II Accord (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or
|
(g)
|
attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.
|
13.3.2
|
In this clause 13.3, a reference to a
Tax Deduction
has the same meaning given to the term in clause 12.1 (
Definitions
).
|
14
|
Other indemnities
|
14.1
|
Currency indemnity
|
14.1.1
|
If any sum due from an Obligor under the Finance Documents (a
Sum
), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the
First Currency
) in which that Sum is payable into another currency (the
Second Currency
) for the purpose of:
|
(a)
|
making or filing a claim or proof against that Obligor; and/or
|
(b)
|
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
|
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
|
(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 and all Losses arising as a result of clause 36 (
Sharing among the Finance Parties
);
|
(c)
|
funding, or making arrangements to fund, its participation in an Advance 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);
|
(d)
|
or under or pursuant to, a K-Sure Insurance Policy, including, without limitation, any duly evidenced additional premiums, cost or expense as provided for under a K-Sure Insurance Policy which K-Sure may charge, invoice or set-off against amounts owing to the K-Sure Agent or the K-Sure Facility Lenders, including, without limitation, as a result of a change of the delivery schedule of the Ships or otherwise properly incurred by the K-Sure Agent and/or the Lenders in connection with compliance with a K-Sure Insurance Policy; or
|
(e)
|
a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers,
|
14.3
|
Indemnity to the Agent, Security Agent and K-Sure Agent
|
(a)
|
any and all Losses properly incurred by the Agent or the Security Agent or the K-Sure Agent (acting reasonably) as a result of:
|
(i)
|
investigating any event which it reasonably believes is a Default;
|
(ii)
|
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
|
(iii)
|
instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or
|
(iv)
|
any action taken by the Agent or the Security Agent or the K-Sure Agent or any of its or their
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, and
|
(b)
|
any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) properly incurred by the Agent or the Security Agent or the K-Sure Agent (otherwise than by reason of the Agent’s or the Security Agent’s or the K-Sure Agent’s gross negligence or wilful misconduct) (or, in the case of any
|
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 and all Losses properly incurred by it in connection with:
|
(a)
|
any failure by the Borrowers to comply with clause 16
(Costs and expenses)
;
|
(b)
|
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
|
(c)
|
the taking, holding, protection or enforcement of the Security Documents;
|
(d)
|
the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and/or any other Finance Party and each Receiver by the Finance Documents or by law;
|
(e)
|
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 including any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Finance Documents (or the transactions contemplated thereby) or any use made or proposed to be made with the proceeds of the Facilities whether or not such claims, investigation, litigation or proceedings is brought by any Obligor, any other Group Member, any Golar MLP Group Member, any of their shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person); or
|
(f)
|
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 those Security Documents for all moneys payable to it.
|
14.5
|
Continuation of indemnities
|
14.6
|
Third Parties Act
|
14.7
|
Interest
|
14.8
|
Exclusion of liability
|
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 paragraph 3 of Schedule 5 (
Mandatory Cost formulae
) including (but not limited to) assigning 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 reasonably incurred by that Finance Party as a result of steps taken by it under clause 15.1 (
Mitigation
).
|
15.2.2
|
A Finance Party is not obliged to take any steps under clause 15.1 (
Mitigation
) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
|
16
|
Costs and expenses
|
16.1
|
Transaction expenses
|
(a)
|
this Agreement, the Hedging Master Agreements, any other documents referred to in this Agreement and the Original Security Documents and each K-Sure Insurance Policy;
|
(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 25 (
Minimum security value
);or
|
(c)
|
any Security Interest expressed or intended to be granted by a Finance Document,
|
16.2
|
Amendment costs
|
16.3
|
Enforcement, preservation and other costs
|
(a)
|
the enforcement of, or the preservation of any rights under, any Finance Document and any K-Sure Insurance Policy and any proceedings initiated by or against any Indemnified Person and as a consequence of holding the Charged Property or enforcing those rights and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or any K-Sure Insurance Policy or enforcing those rights;
|
(b)
|
any valuation carried out under clause 25 (
Minimum security value
); or
|
(c)
|
any inspection carried out under clause 23.8 (
Inspection and notice of dry-docking
) or any survey carried out under clause 23.16 (
Survey report
).
|
17
|
Guarantee and indemnity
|
17.1
|
Guarantee and indemnity
|
(a)
|
guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations under the Finance Documents;
|
(b)
|
undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and
|
(c)
|
agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the other Obligors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the other Obligors under any Finance Document on the date when it would have been due. The amount payable by the Parent under this indemnity will not exceed the amount it would have had to pay under this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.
|
17.2
|
Continuing guarantee
|
17.3
|
Reinstatement
|
17.4
|
Waiver of defences
|
(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 any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or 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.
|
17.5
|
Immediate recourse
|
17.6
|
Appropriations
|
(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 the Parent shall not be entitled to the benefit of the same; and
|
(b)
|
hold in an interest-bearing suspense account any moneys received from the Parent or on account of the Parent's liability under this clause 17.
|
17.7
|
Deferral of Parent’s rights
|
(a)
|
to be indemnified by another Obligor;
|
(b)
|
to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;
|
(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 other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
|
(d)
|
to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Parent has given a guarantee, undertaking or indemnity under clause 17 (
Guarantee and Indemnity
);
|
(e)
|
to exercise any right of set-off against any other Obligor; and/or
|
(f)
|
to claim or prove as a creditor of any other Obligor in competition with any Finance Party.
|
17.8
|
Additional security
|
18
|
Representations
|
18.1
|
Status
|
18.1.1
|
Each Obligor is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.
|
18.1.2
|
Each Obligor and each other Group Member and, following the first Drop-down, each MLP Group Member has power and authority to carry on its business as it is now being conducted and to own its property and other assets.
|
18.1.3
|
No Obligor (other than the Parent) is a FATCA FFI or a US Tax Obligor, provided that, in the absence of dishonesty, wilful misconduct or gross negligence and without prejudice to any other remedies available to the Finance Parties, a misrepresentation under or breach of this clause 18.1.3 shall be disregarded for the purpose of determining whether an Event of Default or Default has occurred.
|
18.2
|
Binding obligations
|
18.3
|
Power and authority
|
18.3.1
|
Each Obligor has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Transaction Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.
|
18.3.2
|
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 Transaction Document to which such Obligor is, or is to be, a party.
|
18.4
|
Non-conflict
|
(a)
|
any law or regulation applicable to any Obligor;
|
(b)
|
the Constitutional Documents of any Obligor; or
|
(c)
|
any agreement or other instrument binding upon any Obligor or any other Group Member or its or any other Group Member's assets
|
18.5
|
Validity and admissibility in evidence
|
18.5.1
|
All authorisations required or desirable:
|
(a)
|
to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;
|
(b)
|
to make each Transaction 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,
|
18.5.2
|
All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor, each other Group Member and, following the first Drop-down, each Golar MLP Group Member 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.
|
18.6
|
Governing law and enforcement
|
18.6.1
|
The choice of English law or any other applicable law as the governing law of any Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.
|
18.6.2
|
Any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor's Relevant Jurisdictions.
|
18.7
|
Information
|
18.7.1
|
Any Information is true and accurate in all material respects at the time it was given or made.
|
18.7.2
|
There are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.
|
18.7.3
|
The Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect.
|
18.7.4
|
All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made.
|
18.7.5
|
For the purposes of this clause 18.7,
Information
means: any information provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them.
|
18.8
|
Original Financial Statements
|
18.8.1
|
The Original Financial Statements were prepared in accordance with GAAP consistently applied.
|
18.8.2
|
The audited Original Financial Statements give a true and fair view of the financial condition and results of operations of the relevant Obligors and the Group (consolidated in the case of the Group) during the relevant financial year.
|
18.8.3
|
There has been no material adverse change in its assets, operations, business or financial condition (or the assets, operations, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements.
|
18.9
|
Pari passu ranking
|
18.10
|
Ranking and effectiveness of security
|
18.11
|
No insolvency
|
18.12
|
No filing or stamp taxes
|
18.13
|
Tax
|
18.13.1
|
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.
|
18.13.2
|
Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, the execution or delivery or performance by any Party of the Finance Documents will not result in any Finance Party:
|
(a)
|
having any liability in respect of Tax in any Flag State;
|
(b)
|
having or being deemed to have a place of business in any Flag State or any Relevant Jurisdiction of any Obligor.
|
18.14
|
Centre of main interests and establishments
|
18.15
|
No Default
|
18.15.1
|
No Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
|
18.15.2
|
No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member’s) assets are subject which might have a Material Adverse Effect.
|
18.16
|
No proceedings pending or threatened
|
18.17
|
No breach of laws
|
18.17.1
|
No Obligor or other Group Member or any Golar MLP Group Member has breached any law or regulation which breach might have a Material Adverse Effect.
|
18.17.2
|
No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member or any Golar MLP Group Member which may have a Material Adverse Effect.
|
18.18
|
Environmental matters
|
18.18.1
|
No Environmental Law applicable to any Fleet Vessel and/or any Obligor or other Group Member or any Golar MLP Group Member has been violated in a manner or circumstances which might have, a Material Adverse Effect.
|
18.18.2
|
All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.
|
18.18.3
|
No Environmental Claim has been made or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), is threatened or pending against any Group Member or any
|
18.19
|
Tax compliance
|
18.19.1
|
No Obligor or other Group Member is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax.
|
18.19.2
|
To the best of each Group Member’s and Golar MLP Group Member’s awareness, knowledge, information or belief (which shall not imply that any enquiries of third parties have been made or ought to have been made except as expressly referred to in this Agreement), no claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor or other Group Member or any Golar MLP Group Member with respect to Taxes such that a liability of, or claim against, any Obligor or other Group Member or any Golar MLP Group Member 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, except as separately disclosed in writing and agreed by the Agent (acting on the instructions of the Lenders).
|
18.20
|
Anti-corruption law
|
18.21
|
Security and Financial Indebtedness
|
18.21.1
|
No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement.
|
18.21.2
|
No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.
|
18.22
|
Legal and beneficial ownership
|
18.23
|
Shares
|
18.24
|
Accounting Reference Date
|
18.25
|
No adverse consequences
|
18.25.1
|
Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, 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 to which it is, or is to be, a party; or
|
(b)
|
by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document,
|
18.25.2
|
Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation, 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.
|
18.26
|
Copies of documents
|
18.27
|
No breach of any Building Contract Document
|
18.28
|
No immunity
|
18.29
|
Ship status
|
(a)
|
registered 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 with the highest class free of all requirements and recommendations of the relevant Classification Society; and
|
(d)
|
insured in the manner required by the Finance Documents.
|
18.30
|
Ship's employment
|
(a)
|
if applicable, have been delivered, and accepted for service, under its Charter; and
|
(b)
|
otherwise be free of any charter commitment which, if entered into after that date, would require approval under the Finance Documents.
|
18.31
|
Address commission
|
18.32
|
Sanctions
|
18.32.1
|
No Loan will be used by any Obligor:
|
(a)
|
to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or
|
(b)
|
in breach of the provisions of CISADA.
|
18.32.2
|
No Obligor has been designated as a “designated person” under CISADA.
|
18.33
|
No money laundering
|
18.34
|
No corrupt practices
|
18.34.1
|
No Loan will be used by any Obligor for and no Obligor shall engage in:
|
(a)
|
Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the procurement or the execution of any contract for goods or works relating to its functions;
|
(b)
|
the Financing of Terrorism.
|
18.34.2
|
For the purposes of this clause 18.34, the following definitions shall apply:
|
18.35
|
No other material events or facts
|
18.36
|
Non-Conflict
|
18.37
|
Times when representations are made
|
18.37.1
|
All of the representations and warranties set out in this clause 18 (other than Ship Representations) are deemed to be made on the dates of:
|
(a)
|
this Agreement;
|
(b)
|
the first Utilisation Request; and
|
(c)
|
the first Utilisation.
|
18.37.2
|
The Repeating Representations are deemed to be made on the dates of each subsequent Utilisation Request, the date of issuance of each Compliance Certificate and the first day of each Interest Period.
|
18.37.3
|
All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship.
|
18.37.4
|
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.
|
19
|
Information undertakings
|
19.1
|
Financial statements
|
19.1.1
|
The Borrowers shall supply to the Agent as soon as the same become available, but in any event within 180 days after the end of each financial year:
|
(a)
|
the audited consolidated financial statements of the Group and the Golar MLP Group for that financial year; and
|
(b)
|
the unaudited financial statements of each Borrower (consolidated where necessary) for that financial year.
|
19.1.2
|
The Borrowers shall supply to the Agent as soon as the same become available, but in any event within 90 days after the end of each financial quarter of each of its financial years:
|
(a)
|
the unaudited consolidated financial statements of the Group and the Golar MLP Group for that financial quarter; and
|
(b)
|
the unaudited financial statements of each Borrower (consolidated where necessary) for that financial quarter.
|
19.1.3
|
One month prior to the start of each financial year of the Group, the Borrowers shall deliver to the Agent the budget and annual cash flow projections of the Group for the next two years. The Borrowers shall also provide such other budgets and cash flow projections as the Agent (acting on the instructions of the Majority Lenders) shall reasonably request.
|
19.1.4
|
One month prior to the start of each financial year of the Golar MLP Group, the Borrowers shall deliver to the Agent the budget and annual cash flow projections of the Golar MLP Group for the next two years. The Borrowers shall also provide such other budgets and cash flow projections as the Agent (acting on the instructions of the Majority Lenders) shall reasonably request.
|
19.2
|
Provision and contents of Compliance Certificate
|
19.2.1
|
The Borrowers shall supply a Compliance Certificate to the Agent, with each set of Annual Financial Statements and each set of Quarterly Financial Statements for the Group and the Golar MLP Group.
|
19.2.2
|
Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 20 (
Financial covenants
) and, in the case of a Compliance Certificate supplied with a set of Annual Financial Statements for the Group and the Golar MLP Group, clause 25 (
Minimum security value
).
|
19.2.3
|
Each Borrower shall supply a Borrower Compliance Certificate to the Agent on each Testing Date (as defined in clause 20.2 (
Borrowers
)).
|
19.2.4
|
Each Borrower Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 20.2 (
Borrowers
).
|
19.2.5
|
Each Compliance Certificate and Borrower Compliance Certificate shall be signed by the chief financial officer of the Parent or, in his or her absence, by two directors of the Parent, and, in relation to any such certificate concerning the Golar MLP Group, by the equivalent individual or individuals of Golar MLP.
|
19.3
|
Requirements as to financial statements
|
19.3.1
|
The Borrowers shall procure that each set of Annual Financial Statements and Quarterly 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.
|
19.3.2
|
Each set of financial statements delivered pursuant to clause 19.1 (
Financial statements
) shall:
|
(a)
|
be prepared in accordance with GAAP;
|
(b)
|
give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the Golar MLP Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up; and
|
(c)
|
in the case of annual audited financial statements, not be the subject of any qualification in the Auditors' opinion.
|
19.3.3
|
The Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 (
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 Lenders, to enable the Lenders to determine whether clause 20 (
Financial covenants
) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.
|
19.4
|
Year-end
|
19.5
|
Information: miscellaneous
|
(a)
|
at the same time as they are dispatched, copies of all financial statements, financial forecasts, proxy statements and other material communications and documents dispatched by the Parent or any Obligors to its shareholders or creditors generally (or any class of them);
|
(b)
|
promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Member or any Golar MLP Group Member, and which, if adversely determined, might have a Material Adverse Effect or which would involve a liability, or a potential or alleged liability, exceeding $5,000,000 (or its equivalent in other currencies);
|
(c)
|
promptly upon becoming aware of them, the details of any change of law or regulation which is likely to have a Material Adverse Effect;
|
(d)
|
promptly, such information as the Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents; and
|
(e)
|
promptly on request, such further information regarding the financial condition, assets and operations of any Obligor, the Group and/or any Group Member as any Finance Party through the Agent may reasonably request.
|
19.6
|
Notification of Default
|
19.7
|
Sufficient copies
|
19.8
|
"Know your customer" checks
|
19.8.1
|
If:
|
(a)
|
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
|
(b)
|
any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or
|
(c)
|
a proposed assignment by a Lender or a Hedging Provider of any of its rights under this Agreement or any Hedging Contract to a party that is not already a Lender or a Hedging Provider prior to such assignment,
|
19.8.2
|
Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (for itself) in order for it to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
|
19.9
|
K-Sure notification and information
|
19.9.1
|
The Borrowers shall promptly notify the Agent and the K-Sure Agent forthwith by facsimile thereafter confirmed by letter of the occurrence of any event involving a political or commercial risk covered by a K-Sure Insurance Policy and shall:
|
(a)
|
pay upon demand any additional premium payable to K-Sure in respect of such K-Sure Insurance Policy; and
|
(b)
|
cooperate with the Agent or the K-Sure Agent on its reasonable request to take all steps necessary on the part of the Borrowers to ensure each K-Sure Insurance Policy remains in full force and effect throughout the Facility Period.
|
19.9.2
|
The Borrowers shall promptly provide the Agent and the K-Sure Agent with copies of all financial or other information required by the K-Sure Agent to satisfy any request for information by K-Sure pursuant to any K-Sure Insurance Policy .
|
20
|
Financial covenants
|
20.1
|
Parent Group
|
20.1.1
|
Free Liquid Assets
|
20.1.2
|
Current Assets to Current Liabilities
|
20.1.3
|
Consolidated Tangible Net Worth
|
20.1.4
|
In this clause 20.1:
|
(a)
|
deposits with first class international banks the maturity of which does not exceed 12 months;
|
(b)
|
bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norway or United States Governments; and
|
(c)
|
any other instrument approved by the Security Agent, with the authorisation of the Majority Lenders.
|
20.2
|
Borrowers
|
20.2.1
|
EBITDA to Debt Service
|
20.2.2
|
If a Borrower breaches the requirements of clause 20.2.1 above, the Parent shall within three Business Days of such Testing Date credit the Blocked Deposit Account of that Borrower with an amount equal to such amount as, when aggregated with any amounts currently standing to the credit of such Blocked Deposit Account, shall equal the:
|
(a)
|
Debt Service of that Borrower for the previous 12 months, on a trailing four quarter basis (as shown by the then most recent three monthly statements of that Borrower prepared for the purposes of this covenant and the previous three such three monthly statements of that Borrower)); minus
|
(b)
|
the EBITDA of that Borrower for the previous 12 months, on a trailing four quarter basis (as shown by the then most recent three monthly statements of that Borrower prepared for the purposes of this covenant and the previous three such three monthly statements of that Borrower)) divided by 1.15.
|
20.2.3
|
If, on a Quarterly Testing Date after a Testing Date, a Borrower demonstrates to the Agent that the amount required to be credited to the Blocked Deposit Account of that Borrower would be less than the amount required pursuant to clause 20.2.2 above if the amount was re-calculated on that Quarterly Testing Date, the amount required to be credited to the Blocked Deposit Account of that Borrower shall be reduced to that lower amount and that Borrower shall be entitled to transfer the surplus to its Earnings Account.
|
20.2.4
|
In this clause 20.2:
|
(a)
|
the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of that Borrower by way of Interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and
|
(b)
|
net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).
|
(a)
|
adjusted to exclude Borrower Interest Receivable and Borrower Interest Payable and other similar income or costs to the extent not already excluded;
|
(b)
|
adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);
|
(c)
|
after adding back depreciation and amortisation charged which relates to such period;
|
(d)
|
adjusted to exclude any exceptional or extraordinary costs or income; and
|
(e)
|
after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts.
|
(a)
|
gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary facility fees payable or incurred on any form of such Financial Indebtedness; and
|
(b)
|
arrangement fees or other up-front fees.
|
20.3
|
Golar MLP Group
|
20.3.1
|
Free Liquid Assets
|
(A)
|
$25,000,000 for the period from 1 July 2013 to (and including) 30 June 2014; and
|
(B)
|
$30,000,000 for the period from 1 July 2014 until the end of the Facility Period; and
|
(ii)
|
the product of $2,500,000 and the number of vessels which are owned, directly or indirectly, and legally and/or beneficially, or leased, directly or indirectly, by Golar MLP or any wholly owned Subsidiary of Golar MLP, but excluding m.v. Golar Mazo
|
20.3.2
|
Net Debt to EBITDA
|
20.3.3
|
EBITDA to Consolidated Debt Service
|
20.3.4
|
Consolidated Net Worth
|
20.3.5
|
In this clause 20.3:
|
(a)
|
deposits with first class international banks the maturity of which does not exceed 12 months;
|
(b)
|
bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norway or United States Governments; and
|
(c)
|
any other instrument approved by the Security Agent, with the authorisation of the Majority Lenders.
|
(d)
|
adjusted to exclude Golar MLP Group Interest Receivable and Golar MLP Group Interest Payable and other similar income or costs to the extent not already excluded;
|
(e)
|
adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);
|
(f)
|
after adding back depreciation and amortisation charged which relates to such period;
|
(g)
|
adjusted to exclude any exceptional or extraordinary costs or income; and
|
(h)
|
after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts,
|
(a)
|
the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Agent) on which the same are listed or any dealing facility through which the same are generally traded; and
|
(b)
|
any cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Security Agent as at any date of determination.
|
(a)
|
the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of members of the Golar MLP Group by way of Interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and
|
(b)
|
net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).
|
(a)
|
gross interest, commitment fees, discount and acceptance fees and guarantee, fronting and ancillary facility fees payable or incurred on any form of such Financial Indebtedness; and
|
(b)
|
arrangement fees or other up-front fees.
|
20.4
|
Financial testing
|
21
|
General undertakings
|
21.1
|
Use of proceeds
|
21.2
|
Authorisations
|
(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,
|
(i)
|
enable it to perform its obligations under the Transaction Documents;
|
(ii)
|
ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and
|
(iii)
|
carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect.
|
21.3
|
Compliance with laws
|
21.4
|
Anti-corruption law
|
21.4.1
|
No Obligor or other Group Member will directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.
|
21.4.2
|
Each Obligor shall (and the Borrowers shall ensure that each other Group Member and, following the first Drop-down, each Golar MLP Group Member will):
|
(a)
|
conduct its businesses in compliance with applicable anti-corruption laws; and
|
(b)
|
maintain policies and procedures designed to promote and achieve compliance with such laws.
|
21.5
|
Tax compliance
|
21.5.1
|
Each Obligor and each other Group Member shall pay and discharge all Taxes imposed upon it or its assets within the time 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 19.1 (
Financial statements
); and
|
(c)
|
such payment can be lawfully withheld.
|
21.6
|
Change of business
|
21.7
|
Merger and corporate reconstruction
|
(a)
|
no Obligor will enter into any amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or corporate reconstruction; and
|
(b)
|
neither the Borrowers nor the Parent will change its corporate structure.
|
21.8
|
Further assurance
|
21.8.1
|
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):
|
(a)
|
to perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent provided by or pursuant to the Finance Documents or by law;
|
(b)
|
to confer on the Security Agent 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;
|
(c)
|
to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or
|
(d)
|
to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 32.1 (
Assignments by the Lenders
).
|
21.8.2
|
Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents.
|
21.9
|
Negative pledge in respect of Charged Property
|
21.10
|
Environmental matters
|
21.10.1
|
The Agent will be notified as soon as reasonably practicable of any Environmental Claim being made against any Group Member and, following the first Drop-down, any Golar MLP Group Member or any Fleet Vessel which, if successful to any extent, might 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.
|
21.10.2
|
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.
|
21.11
|
K-Sure requirements
|
(a)
|
each Obligor shall do all that is necessary to ensure that all requirements of K-Sure under or in connection with each K-Sure Insurance Policy are complied with; and
|
(b)
|
each Obligor will refrain from acting in any manner which could result in a breach of any requirements of K-Sure under or in connection with a K-Sure Insurance Policy or affect the validity of them.
|
21.12
|
K-Sure Policy protection
|
(a)
|
take all steps as the Agent, the K-Sure Agent and/or K-Sure shall require to remove such contradiction or conflict; and
|
(b)
|
take all steps as the Agent, the K-Sure Agent and/or K-Sure shall require to ensure that such K-Sure Insurance Policy remains in full force and effect.
|
22
|
Dealings with the Ships
|
22.1
|
Ship's name and registration
|
(a)
|
The Ship's name shall only be changed after prior notice to the Agent and, the relevant Owner shall promptly take all necessary steps to update all applicable insurance, class and registration documents with such change of name.
|
(b)
|
The Ship shall be permanently registered in the name of the relevant Owner with the relevant Registry under the laws of its Flag State. Except with approval of the Lenders and K-Sure, 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), provided that no such approval shall be required for the registration of a Ship under the flag of another Approved Flag State as long as replacement Security Interests are granted in respect of that Ship (which are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in favour of the Security Agent immediately following the registration of such ship under the flag of that Approved Flag State. If a registration is for a limited
|
(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.
|
22.2
|
Sale or other disposal of a Ship
|
22.3
|
Performance of Building Contract Documents
|
22.4
|
Arbitration under Building Contract Documents
|
(a)
|
if either party to the Building Contract Documents begins an arbitration under the Building Contract Documents in relation to the Ship;
|
(b)
|
of the identity of the arbitrators; and
|
(c)
|
of the conclusion of the arbitration and the terms of any arbitration award and, as soon as reasonably practicable, a copy of such arbitration award.
|
22.5
|
Notification of certain events
|
22.6
|
Variation to Building Contract Documents
|
22.7
|
Manager
|
22.8
|
Copy of Mortgage on board
|
22.9
|
Notice of Mortgage
|
22.10
|
Conveyance on default
|
22.11
|
Chartering
|
22.11.1
|
Except with approval of the Lenders and K-Sure (which approval shall not be unreasonably withheld or delayed),
the relevant Owner shall not enter into any charter commitment for a Ship, which is a bareboat or demise charter or passes possession and operational control of the Ship to another person.
|
22.11.2
|
If an Owner enters into any charter commitment for a Ship capable of lasting 24 months or longer it shall provide to the Agent and the K-Sure Agent or, as the case may be, the Security Agent, or its duly authorised representative, in form and substance satisfactory to the Agent and the K-Sure Agent or, as the case may be, the Security Agent:
|
(a)
|
a duly executed Charter Assignment in respect of such charter commitment;
|
(b)
|
duly executed notices of assignment and acknowledgements of those notices as required by the Charter Assignment;
|
(c)
|
a duly executed Quiet Enjoyment Letter, if required by a charterer;
|
(d)
|
a copy, certified by an approved person to be a true and complete copy of the Charter Documents in respect of such charter commitment; and
|
(e)
|
such documents and evidence set out in items 1 and 2 of part 1 of Schedule 3, provided that such items shall be limited to the Obligors signing the documents referred to in (a) to (d) above (and all documents or instruments required thereunder).
|
22.12
|
Lay up
|
22.13
|
Sharing of Earnings
|
22.14
|
Payment of Earnings
|
23
|
Condition and operation of the Ships
|
23.1
|
Defined terms
|
23.2
|
Repair
|
23.3
|
Modification
|
23.4
|
Removal of parts
|
23.5
|
Third party owned equipment
|
23.6
|
Maintenance of class; compliance with laws and codes
|
23.7
|
Surveys
|
23.8
|
Inspection and notice of dry-dockings
|
23.9
|
Prevention of arrest
|
23.10
|
Release from arrest
|
23.11
|
Information about the Ship
|
23.12
|
Notification of certain events
|
(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 withdrawal or threat to withdraw any applicable operating certificate;
|
(f)
|
the issue of any operating certificate required under any applicable code;
|
(g)
|
the receipt of notification that any application for such a certificate has been refused;
|
(h)
|
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
|
(i)
|
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.
|
23.13
|
Payment of outgoings
|
23.14
|
Evidence of payments
|
(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.
|
23.15
|
Repairers' liens
|
23.16
|
Survey report
|
23.17
|
Lawful use
|
(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;
|
(d)
|
in any manner contrary to any applicable European Union, United Nations, United Kingdom and/or United States sanctions; or
|
(e)
|
if there are hostilities in any part of the world (whether war has been declared or not), in carrying contraband goods
|
23.18
|
War zones
|
24
|
Insurance
|
24.1
|
Insurance terms
|
24.2
|
Coverage required
|
(a)
|
against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks, piracy and confiscation risks) on an agreed value basis, for at least its minimum hull cover, Provided that, in the event that part of the agreed insurable value of the Ship is insured by way of an increased value policy (or, in the case of cover under the Nordic Marine Insurance Plan, a hull interest policy), the hull and machinery marine risks policy shall be for an amount of not less than 80 per cent of the agreed insurable value, unless the relevant approved brokers or approved insurers have confirmed in writing to the Agent that such hull and machinery marine risks policy provides that the conditions for condemnation will be met when any casualty damage to the Ship is sufficiently extensive that the cost of repairing the Ship exceeds the amount insured under the hull and machinery marine risks policy, in which case the hull and machinery marine risks policy shall be for an amount of not less than 66 2/3 per cent of the agreed insurable value;
|
(b)
|
against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000 or such other amounts of coverage as provided by the relevant P&I club);
|
(c)
|
against loss of earnings in an amount approved by the Agent, Provided that such insurance shall not be required, in relation to any Ship which is to be laid or deactivated for a period exceeding three months, whilst such Ship is so laid up or deactivated and, in relation to any Ship undergoing modifications, for the period whilst such Ship is undergoing modifications;
|
(d)
|
against such other risks and matters which the Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and
|
(e)
|
on terms which comply with the other provisions of this clause 24.
|
24.3
|
Placing of cover
|
(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:
|
(i)
|
is approved (which approval shall not be unreasonably withheld or delayed); and
|
(ii)
|
if so required by the Agent (acting on the instructions of the Majority Lenders), has:
|
(A)
|
duly executed and delivered a first priority assignment of its interest in the Ship's Insurances to the Security Agent in an approved form; and
|
(B)
|
provided such supporting documents and opinions in relation to that assignment as the Agent requires);
|
(b)
|
if the Agent (acting on the instructions of the Majority Lenders) so requests, in the joint names of the Ship's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls);
|
(c)
|
in dollars or another approved currency;
|
(d)
|
arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and
|
(e)
|
on terms approved by the Agent (acting on the instructions of the Majority Lenders) and with insurers or associations approved by the Agent (acting on the instructions of the Majority Lenders).
|
24.4
|
Deductibles
|
24.5
|
Mortgagee's insurance
|
24.5.1
|
Subject to clause 24.5.2, the Borrowers 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)
|
a mortgagee's interest insurance for the benefit of the Finance Parties for an aggregate amount up to 120 per cent of the Available Facility; and
|
(b)
|
any other insurance cover which the Agent (acting on the instructions of the Majority Lenders) reasonably requires in respect of any Finance Party's interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Security Documents), provided that the taking out of such cover is in accordance with the then current market practice within the shipping finance industry for ships of the type of the Ships.
|
24.5.2
|
The Agent shall provide the Borrowers with a quote for any insurance cover to be taken out pursuant to clause 24.5.1 and if, within three Business Days of being provided with such quote, the Borrowers provide the Agent with a competing quote from an approved broker or insurance provider who is willing to provide such insurance cover at a lower price but otherwise on approved terms, then the Agent shall take out such insurance on the terms of the competing quote.
|
24.5.3
|
The Agent shall take out mortgagee's interest insurance (on the terms provided under clauses 24.5.1(a) and 24.5.2) prior to the Delivery of the Ship (with effect from the Ship’s Delivery Date) and keep such mortgagee's interest insurance in force in respect of the Ship throughout the Mortgage Period of that Ship.
|
24.6
|
Fleet liens, set off and cancellations
|
(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 other Mortgaged Ships); or
|
(b)
|
cancel that cover because of non-payment of premiums in respect of such other vessels,
|
24.7
|
Payment of premiums
|
24.8
|
Details of proposed renewal of Insurances
|
24.9
|
Instructions for renewal
|
24.10
|
Confirmation of renewal
|
24.11
|
P&I guarantees
|
24.12
|
Insurance documents
|
24.13
|
Letters of undertaking
|
24.14
|
Insurance Notices and Loss Payable Clauses
|
24.15
|
Insurance correspondence
|
24.16
|
Qualifications and exclusions
|
24.17
|
Independent report
|
24.17.1
|
If the Agent asks the Borrowers for a detailed report from an approved independent firm of marine insurance brokers giving their opinion on the adequacy of the Ship’s Insurances then the Agent shall be provided promptly with such a report.
|
24.17.2
|
The following such reports shall be provided 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:
|
(a)
|
one such report per calendar year;
|
(b)
|
one further such report following any material change (in the opinion of the Agent acting on the instructions of the Majority Lenders (acting reasonably)) to the Ship’s Insurances; or
|
(c)
|
any further such reports requested at any time during which a Default has occurred and is continuing.
|
24.17.3
|
The cost of any reports requested by the Agent under clause 24.17.1 in excess of those for the account of the Borrowers under clause 24.17.2 shall be for the account of the Lenders but the Borrowers shall nonetheless provide the Agent with such information as it requires in order to obtain such a report.
|
24.18
|
Collection of claims
|
24.19
|
Employment of Ship
|
24.20
|
Declarations and returns
|
24.21
|
Application of recoveries
|
24.22
|
Settlement of claims
|
24.23
|
Change in insurance requirements
|
25
|
Minimum security value
|
25.1
|
Valuation of assets
|
25.2
|
Valuation frequency
|
25.3
|
Expenses of valuation
|
(a)
|
in the calendar year in which a Mortgaged Ship’s Delivery Date occurred, one set of valuations of that Mortgaged Ship (which shall not include the costs and expenses of providing any valuations required under clause 4 (
Conditions of Utilisation
) which shall also be for the account of the Borrowers)
|
(b)
|
in any other calendar year, two sets of valuations of each Mortgaged Ship which is not owned by a Relevant Borrower per calendar year and one set of valuations of each Mortgaged Ship which is owned by a Relevant Borrower per calendar year (which shall, in each case, not include the costs and expenses of providing any valuations required
|
(c)
|
in addition to those referred to in (a) above, any sets of valuations carried out at any time when an Event of Default has occurred and is continuing;
|
(d)
|
in addition to those referred to in (a) above, any sets of valuations requested by the Agent (acting on the instructions of the Majority Lenders), KEXIM or K-Sure in connection with any Utilisation and carried out not more than 20 days prior to the Utilisation Date for such Utilisation.
|
25.4
|
Valuations procedure
|
25.5
|
Currency of valuation
|
25.6
|
Basis of valuation
|
(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.
|
25.7
|
Information required for valuation
|
25.8
|
Approval of valuers
|
25.9
|
Appointment of valuers
|
25.10
|
Number of valuers
|
25.11
|
Differences in valuations
|
25.12
|
Security shortfall
|
25.12.1
|
If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers require that such deficiency be remedied. The Borrowers shall then within 30 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 assets approved by the Lenders and K-Sure in accordance with this clause 25; and/or
|
(b)
|
cancel part of the affected Advance or Advances under clause 7.6 (
Voluntary cancellation
) and prepay under clause 7.7 (
Voluntary prepayment
).
|
25.12.2
|
Any cancellation or prepayment pursuant to clause 25.12.1(b) shall be made:
|
(a)
|
on not less than on five Business Days' notice instead of the period required by clauses 7.6 (
Voluntary cancellation
) and 7.7 (
Voluntary prepayment
);
|
(b)
|
without any requirement as to any minimum amount required by clauses 7.6 (
Voluntary cancellation
) and 7.7 (
Voluntary prepayment
); and
|
(c)
|
such that any such cancellation and prepayment shall be applied in relation to the affected Advance or Advances only. Therefore (i) any cancellation of part of an Advance pursuant to this clause 25.12 shall reduce the Total Commitments by the same amount and shall reduce the Commitments and the Facility Commitments forming part of that Advance pro rata and (ii) any prepayment of part of an Advance pursuant to this clause 25.12 shall be applied to each Loan pro rata but against that Advance only.
|
25.13
|
Creation of additional security
|
(a)
|
that additional security, its value and the method of its valuation have been approved by the Lenders and K-Sure;
|
(b)
|
if applicable, the Agent has allocated the value of such additional security between any Advances in respect of which such security has been granted in the manner provided under clause 25.4;
|
(c)
|
a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner;
|
(d)
|
this Agreement has been unconditionally amended in such manner as the Agent requires in consequence of that additional security being provided; and
|
(e)
|
the Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to that amendment and additional security including documents and evidence of the type referred to in
Schedule 3
in relation to that amendment and additional security and its execution and (if applicable) registration.
|
26
|
Chartering undertakings
|
26.1
|
Variations
|
26.2
|
Releases and waivers
|
26.3
|
Termination by relevant Owner
|
26.4
|
Charter performance
|
26.5
|
Notice of assignment
|
26.6
|
Payment of Charter Earnings
|
27
|
Bank accounts
|
27.1
|
Earnings Account
|
27.1.1
|
An Obligor or all of the Obligors jointly shall be the holder(s) of one or more Accounts with an Account Bank which is designated as an "
Earnings Account
" for the purposes of the Finance Documents.
|
27.1.2
|
The Earnings of the Mortgaged Ships and all moneys payable to the relevant Owner 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 an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.
|
27.1.3
|
The relevant Account Holder(s) shall not withdraw amounts standing to the credit of an Earnings Account except as permitted by clause 27.1.4.
|
27.1.4
|
If there is no continuing Default or Event of Default and subject as otherwise prohibited under this Agreement, the Borrowers shall be entitled to deal freely with amounts standing to the credit of any Earnings Accounts for which it is the Account Holder, unless, if as a result of any such disposition, a Default or Event of Default would occur.
|
27.2
|
Blocked Deposit Account
|
27.2.1
|
Each Borrower shall be the holder of one or more Accounts with the Account Bank which is designated as a “
Blocked Deposit Account
” for the purposes of the Finance Documents.
|
27.2.2
|
There shall be paid into the relevant Blocked Deposit Account such amounts as are required to be paid in accordance with clause 20.2.2.
|
27.2.3
|
The
Borrowers shall only be entitled to withdraw amounts standing to the credit of a Blocked Deposit Account in accordance with clause 20.2.3 and shall not withdraw amounts standing to the credit of a Blocked Deposit Account at any time when an Event of Default has occurred which is continuing.
|
27.3
|
Other provisions
|
27.3.1
|
An Account may only be designated for the purposes described in this clause 27 if:
|
(a)
|
it is situated in a jurisdiction acceptable to the Lenders and K-Sure;
|
(b)
|
such designation is made in writing by the Agent and acknowledged by the Borrowers and specifies the name and address of the Account Bank and the number and any designation or other reference attributed to the Account;
|
(c)
|
an Account Security has been duly executed and delivered by the
relevant Account Holder in favour of the Security Agent;
|
(d)
|
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
|
(e)
|
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.
|
27.3.2
|
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.
|
27.3.3
|
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 27 or waive any of its rights in relation to an Account except with approval (which approval, except in the case of a closure of an Account, shall not be unreasonably withheld or delayed).
|
27.3.4
|
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 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.
|
27.3.5
|
Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not 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.
|
28
|
Business restrictions
|
28.1
|
General negative pledge
|
28.1.1
|
No Borrower shall permit any Security Interest to exist, arise or be created or extended over all or any part of its assets.
|
28.1.2
|
Clause 28.1.1 above does not apply to any Security Interest, listed below:
|
(a)
|
those granted or expressed to be granted by any of the Security Documents;
|
(b)
|
Permitted Security Interests;
|
(c)
|
(except in relation to Charged Property) any other lien arising by operation of law in the ordinary course of trading and not as a result of any default or omission by any Borrower.
|
28.2
|
Transactions similar to security
|
28.2.1
|
Without prejudice to clause 28.3 (
Financial Indebtedness
) and 28.6 (
Disposals
), the Borrowers 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 28.6 (
Disposals
);
|
(b)
|
sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of business);
|
(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.
|
28.2.2
|
Clause 28.2.1 above does not apply to an arrangement or transaction listed below:
|
(a)
|
those granted or expressed to be granted by any of the Security Documents;
|
(b)
|
Permitted Security Interests;
|
(c)
|
(except in relation to Charged Property) any other lien arising by operation of law in the ordinary course of trading and not as a result of any default or omission by any Borrower.
|
28.3
|
Financial Indebtedness
|
(a)
|
Financial Indebtedness incurred under the Finance Documents and Hedging Contracts for Hedging Transactions entered into pursuant to clause 29.1
(Hedging)
;
|
(b)
|
Financial Indebtedness owed to another Group Member provided that such Financial Indebtedness is fully subordinated to all amounts payable by the Borrowers under the Finance Documents and in a manner and on terms acceptable to all of the Lenders;
|
(c)
|
Financial Indebtedness owed to trade creditors of the Group given in the ordinary course of its business; and
|
(d)
|
Financial Indebtedness permitted under clause 28.4 (
Guarantees
).
|
28.4
|
Guarantees
|
(a)
|
guarantees entered into under the Finance Documents;
|
(b)
|
guarantees in favour of trade creditors of the Group given in the ordinary course of its business; and
|
(c)
|
guarantees which are Financial Indebtedness permitted under clause 28.2 (
Financial Indebtedness
).
|
28.5
|
Bank accounts and financial transactions
|
(a)
|
maintain any current or deposit account with a bank or financial institution except for the Accounts;
|
(b)
|
hold cash in any account (other than an Account); or
|
(c)
|
be party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this clause 28 (
Business restrictions
).
|
28.6
|
Disposals
|
(a)
|
disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;
|
(b)
|
disposals permitted by clauses 28.1 (
General negative pledge
) or 28.2 (
Financial Indebtedness
); and
|
(c)
|
the application of cash or cash equivalents in the acquisition of assets or services in the ordinary course of its business.
|
28.7
|
Chartering-in
|
28.8
|
Contracts and arrangements with Affiliates
|
28.9
|
Subsidiaries
|
28.10
|
Acquisitions and investments
|
(a)
|
capital expenditures or investments related to maintenance of a Ship in the ordinary course of its business;
|
(b)
|
acquisitions of assets in the ordinary course of business (not being new businesses or vessels);
|
(c)
|
the incurrence of liabilities in the ordinary course of its business;
|
(d)
|
any loan or credit permitted under this Agreement; or
|
(e)
|
pursuant to any Transaction Documents to which it is party.
|
28.11
|
Reduction of capital
|
28.12
|
Distributions and other payments
|
(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;
|
28.13
|
Application of FATCA
|
29
|
Hedging Contracts
|
29.1
|
Hedging
|
29.1.1
|
If, at any time during the Facility Period, a Borrower wishes to enter into any Treasury Transaction so as to hedge all or any part of its exposure under this Agreement to interest rate fluctuations, they shall advise the Agent in writing.
|
29.1.2
|
The Borrowers agree that they shall not enter into a speculative hedging transaction (which would include hedging transactions which are: (a) not entered into to hedge a real risk or exposure which the Borrowers have or (b) entered into by the Borrowers for the main purpose of financial losses or gains) under any Treasury Transaction with a Hedging Provider.
|
29.1.3
|
Subject to clause 29.1.5, any such Treasury Transaction shall be concluded with a Hedging Provider on the terms of the Hedging Master Agreement with that Hedging Provider but (except with the approval of the Majority Lenders) no such Treasury Transaction shall be concluded unless:
|
(a)
|
its purpose is to hedge a Borrower’s interest rate risk in relation to borrowings under this Agreement for a period exceeding 12 months expiring no later than the Final Maturity Date;
|
(b)
|
interest under such Treasury Transaction is payable at 6 monthly intervals;
|
(c)
|
its notional principal amount, when aggregated with the notional principal amount of any other continuing Hedging Contracts, does not and will not exceed the Advances as then scheduled to be repaid pursuant to clause 6.2; and
|
(d)
|
it is approved (which approval shall not be unreasonably withheld or delayed).
|
29.1.4
|
If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents.
|
29.1.5
|
If a reputable bank or financial institution (which is not a Hedging Provider) has agreed to enter into a Treasury Transaction to hedge all or any part of a Borrower’s exposure under this Agreement to interest rate fluctuations on terms which are better than those offered by a Hedging Provider and each Hedging Provider (having been provided with full details of the terms on which such reputable bank or financial institution has agreed to enter into such a Treasury Transaction) has confirmed that it is not willing to match such terms, that Borrower shall be entitled to enter into the Treasury Transaction with that reputable bank or financial institution on those terms.
|
29.1.6
|
The Borrowers shall notify the Agent not less than five days in advance of entering into any Treasury Transaction pursuant to clause 29.1.5 together with the details of such Treasury Transaction, and clauses 29.2 to 29.8 shall apply to any such Treasury Transaction as if all references to a “Hedging Master Agreement”, “Hedging Contracts” and “Hedging Transactions”
|
29.1.7
|
The Borrowers shall, if requested to do so, enter into such deeds or other instruments as may be required to confer a Security Interest over the Borrowers’ rights under any Treasury Transaction entered into pursuant to clause 29.1.5 in favour of the Security Agent equivalent to the Security Interest conferred by the Hedging Contract Security.
|
29.1.8
|
The Lenders and K-Sure agree to consider, in good faith, any request from a Borrower that a Security Interest be granted over the Ship owned by that Borrower and/or its interests in that Ship’s Insurances and Requisition Compensation to secure any Treasury Transaction entered into pursuant to clause 29.1.5. Any approval of such Security Interests shall, in addition to any other conditions imposed by the Lenders and K-Sure, be further conditional on such Security Interests being fully subordinated to the amounts payable by the Borrowers under the Finance Documents in a manner and on terms acceptable to all the Lenders.
|
29.1.9
|
The Borrower shall, promptly upon entry into any Confirmation under a Hedging Contract delivery to the Agent to the Agent an original or certified copy of such Confirmation.
|
29.2
|
Unwinding of Hedging Contracts
|
29.3
|
Variations
|
29.4
|
Releases and waivers
|
29.5
|
Assignment of Hedging Contracts by Borrowers
|
29.6
|
Termination of Hedging Contracts by Borrowers
|
29.7
|
Performance of Hedging Contracts by Borrowers
|
29.8
|
Information concerning Hedging Contracts
|
30
|
Events of Default
|
30.1
|
Non-payment
|
30.2
|
Hedging Contracts
|
30.2.1
|
An Event of Default (as defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging Contract.
|
30.2.2
|
An Early Termination Date (as defined in any Hedging Master Agreement) has occurred or been or become capable of being effectively designated under any Hedging Contract.
|
30.2.3
|
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 29.2
(Unwinding of Hedging Contracts
).
|
30.2.4
|
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 29.2
(Unwinding of Hedging Contracts
).
|
30.3
|
Financial covenants
|
30.4
|
Value of security
|
30.5
|
Insurance
|
30.5.1
|
The Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by clause 24 (
Insurance
).
|
30.5.2
|
Any insurer either:
|
(a)
|
cancels any such Insurances; or
|
(b)
|
disclaims liability under them by reason of any mis-statement or failure or default by any person.
|
30.6
|
Other obligations
|
30.6.1
|
An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clauses 30.1 (
Non-payment
), 30.2 (
Hedging Contracts
), 30.3 (
Financial covenants
), 30.4 (
Value of security
) and 30.5 (
Insurance
)).
|
30.6.2
|
No Event of Default under clause 30.6.1 above will occur if the Agent (acting on the instructions of the Majority Lenders) considers that the failure to comply is capable of remedy and the failure is remedied within ten Business Days of the earlier of (A) the Agent giving notice to the Borrowers and (B) any of the Borrowers becoming aware of the failure to comply.
|
30.7
|
Misrepresentation
|
30.8
|
Cross default
|
30.8.1
|
Any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower is not paid when due nor within any originally applicable grace period.
|
30.8.2
|
Any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower 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).
|
30.8.3
|
Any commitment for any Financial Indebtedness of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower is cancelled or suspended by a creditor of that Group Member, Golar MLP, that Holding Company or that Relevant Borrower as a result of an event of default (however described).
|
30.8.4
|
The counterparty to a Treasury Transaction entered into by any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described).
|
30.8.5
|
Any creditor of any Group Member or, after the first Drop-down, any Group Member, Golar MLP, any Holding Company of a Relevant Borrower or any Relevant Borrower becomes entitled to declare any Financial Indebtedness of that Group Member, Golar MLP, that Holding Company or that Relevant Borrower due and payable prior to its specified maturity as a result of an event of default (however described).
|
30.8.6
|
No Event of Default will occur under this clause 30.8 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 30.8.1 to 30.8.5 above is less than $10,000,000 (or its equivalent in any other currency or currencies).
|
30.9
|
Insolvency
|
30.9.1
|
A Group Member or, after the first Drop-down, a Group Member or a Golar MLP Group Member is unable or admits inability to pay its debts as they fall due, is deemed to, or is declared to, be unable to pay its debts under applicable law, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.
|
30.9.2
|
The value of the assets of any Group Member or, after the first Drop-down, any Group Member or any Golar MLP Group Member is less than its liabilities (taking into account contingent and prospective liabilities).
|
30.9.3
|
A moratorium is declared in respect of any indebtedness of any Group Member or, after the first Drop-down, any Group Member or any Golar MLP Group Member. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
|
30.10
|
Insolvency proceedings
|
30.10.1
|
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 Group Member or, after the first Drop-down, any Golar MLP Group Member other than a solvent liquidation or reorganisation of any Group Member or, after the first Drop-down, any Golar MLP Group Member which is not an Obligor;
|
(b)
|
a composition, compromise, assignment or arrangement with any creditor of any Group Member or, after the first Drop-down, any Golar MLP Group Member;
|
(c)
|
the appointment of a liquidator (other than in respect of a solvent liquidation of a Group Member or, after the first Drop-down, any Golar MLP Group Member which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Group Member or, after the first Drop-down, any Golar MLP Group Member or any of its assets (including the directors of any Group Member or, after the first Drop-down, any Golar MLP Group Member 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 Group Member or, after the first Drop-down, any Golar MLP Group Member,
|
30.10.2
|
Clause 30.10.1 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 five days of commencement or, if earlier, the date on which it is advertised.
|
30.11
|
Creditors' process
|
30.11.1
|
Any expropriation, attachment, sequestration, distress, execution or analogous process affects any asset or assets of any Group Member or, after the first Drop-down, any Golar MLP Group Member and is not discharged within seven days.
|
30.11.2
|
Any judgment or order for an amount is made against any Group Member or, after the first Drop-down, any Golar MLP Group Member and is not stayed or complied with within seven days.
|
30.11.3
|
No Event of Default will occur under this clause 30.11 if, in relation to clause 30.11.1 above, the value of such asset or assets is or, in relation to clause 30.11.2 above, such amount is less than $10,000,000 (or its equivalent in any other currency or currencies).
|
30.12
|
Cessation of business
|
30.13
|
Ownership of the Obligors
|
30.14
|
Repudiation and rescission of Finance Documents
|
30.15
|
Litigation
|
30.16
|
Material Adverse Effect
|
30.17
|
Security enforceable
|
30.18
|
Arrest of Ship
|
30.19
|
Ship registration
|
30.20
|
Political risk
|
30.21
|
Sanctions
|
30.22
|
Acceleration
|
(a)
|
cancel the Total Commitments at which time they shall immediately be cancelled; and/or
|
(b)
|
declare that all or part of the Advances, 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 Advances be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or
|
(d)
|
declare that no withdrawals be made from any Account; and/or
|
(e)
|
exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.
|
31
|
Position of Hedging Provider
|
31.1
|
Rights of Hedging Provider
|
31.2
|
No voting rights
|
31.3
|
Acceleration and enforcement of security
|
31.4
|
Close out of Hedging Contracts
|
31.4.1
|
No Hedging Provider shall be entitled to terminate or close out any Hedging Contract or any Hedging Transaction under it prior to its stated maturity except:
|
(a)
|
if, following the occurrence of any Event of Default or Termination Event (as each such expression is defined in the Hedging Master Agreements), the relevant Hedging Provider is entitled to terminate or close out the relevant Hedging Transaction pursuant to the relevant Hedging Contract.; or
|
(b)
|
if the Agent takes any action under clause 30.22; or
|
(c)
|
if the Loans and other amounts outstanding under the Finance Documents (other than amounts outstanding under the Hedging Contracts) have been repaid by the Borrowers in full.
|
31.4.2
|
If there is a net amount payable to a Borrower under a Hedging Transaction or a Hedging Contract upon its termination and close out, the relevant 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 34.26.1 (
Order of application
).
|
31.4.3
|
If a Default has occurred and is continuing and there is a net amount payable to a Hedging Provider under a Hedging Transaction or a Hedging Contract upon its termination and close out, the relevant Borrower(s) shall forthwith pay that net amount (together with interest earned on such amount) to the Agent for application in accordance with clause 37.5 (
Partial payments
).
|
1.1.1
|
31.4.4 No Hedging Provider (in any capacity) shall set-off any such net amount against or exercise any right of combination in respect of any other claim it has against a Borrower.
|
32
|
Changes to the Lenders
|
32.1
|
Assignments by the Lenders
|
32.2
|
Conditions of assignment
|
32.2.1
|
The consent of the Borrowers is required for an assignment by a Lender, unless (a) the assignment is to another Lender or K-Sure or an Affiliate of a Lender or K-Sure or (b) an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment.
|
32.2.2
|
The Borrowers' consent to an assignment may not be unreasonably withheld or delayed and will be deemed to have been given 15 Business Days after the Lender has requested consent unless consent is expressly refused within that time.
|
32.2.3
|
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 Original Lender;
|
(b)
|
on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;
|
(c)
|
on the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations 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
|
(d)
|
if that Existing Lender assigns equal fractions of its participation in the Advances and each Utilisation (if any) under the Facilities. For the avoidance of doubt, the Existing Lender shall not be required to assign equal fractions of its Commitments in the Facilities.
|
32.2.4
|
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 the Finance Documents on or prior to the date on which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
|
32.3
|
Fee
|
32.4
|
Limitation of responsibility of Existing Lenders
|
32.4.1
|
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 or 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,
|
32.4.2
|
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 or Basel III Regulation to the transactions contemplated by the Finance Documents;
|
(b)
|
will continue to make its own independent appraisal of the application of any Basel II Regulation or 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.
|
32.4.3
|
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 32 (
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 to the transactions contemplated by the Finance Documents or otherwise.
|
32.5
|
Procedure for assignment
|
32.5.1
|
Subject to the conditions set out in clause 32.2 (
Conditions of assignment
)
an assignment may be effected in accordance with clause 32.5.4 below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under clause 32.2.3 which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to clause 32.5.2, 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.
|
32.5.2
|
The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.
|
32.5.3
|
The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.
|
32.5.4
|
On the Transfer Date:
|
(a)
|
the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Transfer Certificate;
|
(b)
|
the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the
Relevant Obligations
) and expressed to be the subject of the release in the Transfer Certificate (but the obligations owed by the Obligors under the Finance Documents shall not be released); and
|
(c)
|
the New Lender shall become a Party to the Finance Documents as a "Lender" and as a “KEXIM Facility Lender”, a “K-Sure Facility Lender” and/or a “Commercial Facility Lender” (as applicable) for the purposes of all the Finance Documents and will be bound by obligations equivalent to the Relevant Obligations.
|
32.5.5
|
Lenders may utilise procedures other than those set out in this clause 32.5
(Procedure for assignment)
to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clauses 32.5
(Procedure for assignment)
to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in clause 32.2
(Conditions of assignment)
.
|
32.6
|
Copy of Transfer Certificate to Borrowers
|
32.7
|
Security over Lenders’ rights
|
(a)
|
any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and
|
(b)
|
in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security Interest shall:
|
(i)
|
release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or
|
(ii)
|
require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.
|
32.8
|
Transfer to K-Sure
|
32.8.1
|
If a K-Sure Facility Lender receives a payment from K-Sure under any K-Sure Insurance Policy in respect of its participation in the K-Sure Loan, then, to the extent that it is required to do so by K-Sure pursuant to the terms of the relevant K-Sure Insurance Policy, that K-Sure Facility Lender shall, at the cost of the Borrowers and without the Borrowers’ consent, transfer to K-Sure a part of its participation in the K-Sure Loan equal to the amount paid to it by K-Sure (but the transfer shall not limit the rights of that K-Sure Facility Lender to recover any remaining part of its participation in the K-Sure Loan or of any other moneys owing to it), Provided however that if K-Sure makes any payment to the K-Sure Facility Lenders under a K-Sure Insurance Policy:
|
(a)
|
the obligations of the Obligors and the Finance Parties (and of any of them) under this Agreement and each of the Finance Documents shall not be discharged nor affected in any way;
|
(b)
|
K-Sure shall be subrogated to the respective rights of the K-Sure Facility Lenders against the Obligors and the Finance Parties; and
|
(c)
|
K-Sure shall be entitled to the extent of such payment to exercise the respective rights of the K-Sure Facility Lenders (whether present or future) against the Obligors and the Finance Parties (and against any of them) pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued thereon are fully reimbursed to K-Sure; and
|
(d)
|
with respect to the obligations of the Obligors owed to the Finance Parties under the Finance Documents (or any of them), such obligations shall additionally be owed to K-Sure by way of subrogation of the rights of the Finance Parties.
|
32.8.2
|
Each of the K-Sure Facility Lenders agrees that as soon as K-Sure irrevocably and unconditionally pays in full all moneys due under a K-Sure Insurance Policy then each of the relevant K-Sure Facility Lenders shall promptly transfer to K-Sure 95 per cent of their respective K-Sure Facility Commitments in proportion to and in accordance with the schedule of payments made by K-Sure under the K-Sure Insurance Policy whereupon K-Sure shall, upon receipt by the Agent of a duly completed Transfer Certificate, and modified to the extent agreed between the Finance Parties and K-Sure for
|
32.8.3
|
The Borrowers shall indemnify K-Sure in respect of any costs or expenses (including legal fees) suffered or incurred by K-Sure in connection with the transfer referred to hereinabove or in connection with any review by K-Sure of any Default or dispute between the Borrowers and any of the Finance Parties occurring prior to the transfer referred to hereinabove.
|
32.9
|
Disclosure of information
|
32.9.1
|
Any Lender may disclose to any of its Affiliates and K-Sure and, in relation to (a) 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,
|
32.9.2
|
Any Finance Party may disclose to any person to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to clause 32.7 (
Security over Lenders' rights
).
|
32.9.3
|
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, the Group, the Golar MLP Group and the Finance Documents as that Finance Party shall consider appropriate.
|
32.9.4
|
The Agent and the Mandated Lead Arrangers each may, at their own expense, publish information about their participation in, or agency or arrangement in respect of, the Facilities and, for such purposes, to use the Borrowers' and/or the Obligors’ logo and trademark in connection with such publication.
|
32.10
|
Prohibition on Debt Purchase Transactions by the Group
|
33
|
Changes to the Obligors
|
34
|
Roles of Agent, Security Agent, K-Sure Agent, Documentation Agent and Mandated Lead Arrangers
|
34.1
|
Appointment of the Agent
|
34.1.1
|
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.
|
34.1.2
|
Each such other Finance Party authorises the Agent:
|
(a)
|
to perform the duties, obligations and responsibilities and 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 Majority Lenders for execution by it.
|
34.1.3
|
The Agent accepts its appointment under clause 34.1.1 as agent for the Finance Parties (for so long as they are Finance Parties) on and subject to the terms of this clause 34, and any Finance Documents to which it is a Party.
|
34.2
|
Instructions to Agent
|
34.2.1
|
The Agent shall:
|
(a)
|
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
|
(i)
|
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
|
(ii)
|
in all other cases, the Majority Lenders; and
|
(b)
|
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above.
|
34.2.2
|
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what
|
34.2.3
|
Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.
|
34.2.4
|
The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require for any cost, loss or liability which it may incur in complying with those instructions.
|
34.2.5
|
In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.
|
34.2.6
|
The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender's or any Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 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.
|
34.3
|
Duties of the Agent
|
34.3.1
|
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
|
34.3.2
|
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.
|
34.3.3
|
Without prejudice to clause 32.6 (
Copy of Transfer Certificate to Borrowers
), clause 34.3.3 shall not apply to any Transfer Certificate.
|
34.3.4
|
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.
|
34.3.5
|
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.
|
34.3.6
|
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 a Mandated Lead Arranger or the Security Agent for their own account) under this Agreement it shall promptly notify the other Finance Parties.
|
34.3.7
|
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
|
34.4
|
Role of the Mandated Lead Arrangers, Documentation Agent, Sole Bookrunner and Global Co-ordinator
|
34.5
|
No fiduciary duties
|
34.5.1
|
Nothing in this Agreement constitutes the Agent, the K-Sure Agent, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator as a trustee or fiduciary of any other person.
|
34.5.2
|
None of the Agent, the Security Agent, the K-Sure Agent, the Mandated Lead Arrangers, the Documentation Agent, the Sole Bookrunner and the Global Co-ordinator shall be bound to account to any Lender or any 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.
|
34.6
|
Business with the Group
|
34.7
|
Rights and discretions of the Agent
|
34.7.1
|
The Agent may
|
(a)
|
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
|
(b)
|
assume that:
|
(i)
|
any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
|
(ii)
|
unless it has received notice of revocation, that those instructions have not been revoked; and
|
(c)
|
rely on a certificate from any person:
|
(i)
|
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
|
(ii)
|
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
|
34.7.2
|
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 30.1 (
Non-payment
));
|
(b)
|
any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and
|
(c)
|
any notice or request made by a Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
|
34.7.3
|
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
|
34.7.4
|
Without prejudice to the generality of clause 34.7.3 or clause 34.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
|
34.7.5
|
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
|
34.7.6
|
The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:
|
(a)
|
be liable for any error of judgment made by any such person; or
|
(b)
|
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,
|
34.7.7
|
Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
|
34.7.8
|
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Documentation Agent nor any Mandated Lead 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, the Documentation Agent and any Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
|
34.7.9
|
Without prejudice to the generality of clause 34.7.8, the Agent may (but is not obliged) disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and the Agent shall disclose the same upon the written request of the Majority Lenders.
|
34.7.10
|
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
|
34.7.11
|
Neither the Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (
Information undertakings
) unless so required in writing by a Lender or any 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.
|
34.7.12
|
Except with K-Sure's prior consent, the Agent shall not be entitled to exercise or refrain from exercising any right, power, authority or discretion, or give or withhold any consent, the exercise or giving of which, by the terms of this Agreement, would require K-Sure's prior consent and any amendment or waiver which relates to any matter which, by the terms of any Finance Document, requires the prior consent of K-Sure shall not be entered into or provided by the Agent until K-Sure has agreed to its terms
|
34.8
|
Responsibility for documentation and other matters
|
(a)
|
the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Documentation, any Mandated Lead Arranger, an Obligor or any other person given in or in connection with any Finance Document, any K-Sure Insurance Policy or the transactions contemplated in 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, any K-Sure Insurance Policy or of any representations in any Finance Document or any K-Sure Insurance Policy or of any copy of any document delivered under any Finance Document or any K-Sure Insurance Policy;
|
(b)
|
the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
|
(c)
|
the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or the K-Sure Insurance Policies;
|
(d)
|
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;
|
(e)
|
accounting to any person for any sum or the profit element of any sum received by it for its own account;
|
(f)
|
the failure of any Obligor or K-Sure or any other party to perform its obligations under any Transaction Document, any K-Sure Insurance Policy or the financial condition of any such person;
|
(g)
|
ascertaining 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;
|
(h)
|
investigating or making any enquiry into the title of any Obligor to any of the Charged Property or any of its other property or assets;
|
(i)
|
failing to register any of the Security Documents with the Registrar of Companies or any other public office;
|
(j)
|
failing 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;
|
(k)
|
failing 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;
|
(l)
|
(unless it is the same entity as the Security Agent) the Security Agent and/or any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under the Security Documents or the K-Sure Insurance Policies; or
|
(m)
|
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 any applicable law or regulation relating to insider dealing or otherwise.
|
34.9
|
No duty to monitor
|
(a)
|
whether or not any Default has occurred;
|
(b)
|
as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
|
(c)
|
whether any other event specified in any Finance Document has occurred.
|
34.10
|
Exclusion of liability
|
34.10.1
|
Without limiting clause 34.10.2 (and without prejudice to any other provision of the Finance Documents excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
|
(a)
|
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Charged Property or any K-Sure Insurance Policy, unless directly caused by its gross negligence, wilful misconduct or fraudulent behaviour. For the avoidance of doubt and not withstanding anything contained in the Finance Documents, the Security Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;
|
(b)
|
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Charged Property, any K-Sure Insurance Policy or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Charged Property or any K-Sure Insurance Policy; or
|
(c)
|
without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
|
(i)
|
any act, event or circumstance not reasonably within its control; or
|
(ii)
|
the general risks of investment in, or the holding of assets in, any jurisdiction,
|
34.10.2
|
No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any K-Sure Insurance Policy and any officer, employee or agent of the Agent may rely on this clause subject to clause 1.3
(Third party rights)
and the provisions of the Third Parties Act.
|
34.10.3
|
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.
|
34.10.4
|
Nothing in this Agreement shall oblige the Agent, the Documentation Agent or any Mandated Lead Arrangers to carry out
|
(a)
|
any "know your customer" or other checks in relation to any person; or
|
(b)
|
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,
|
34.10.5
|
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
|
34.11
|
Lenders' indemnity to the Agent
|
34.11.1
|
Each Lender shall (in proportion (if no part of the Loans is then outstanding) to its share of the Total Commitments or (at any other time) to its participation in the Loans) indemnify the Agent, within ten Business Days of demand, against:
|
(a)
|
any Losses for negligence or any other category of liability whatsoever incurred by such Lenders' Representative in the circumstances contemplated pursuant to clause 37.10 (
Disruption to payment systems etc
) notwithstanding the Agent's negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Agent); and
|
(b)
|
any other Losses (otherwise than by reason of the Agent's gross negligence or wilful misconduct) including the costs of any person engaged in accordance with clause 34.7.3 (
Rights and discretions of the Agent
) and any Receiver in acting as its agent under the Finance Documents,
|
34.11.2
|
Subject to clause 34.11.3, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to clause 34.11.1.
|
34.11.3
|
Clause 34.11.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.
|
34.12
|
Resignation of the Agent
|
34.12.1
|
The Agent may without giving any reason therefor resign and appoint one of its Affiliates as successor by giving notice to the Lenders, each Hedging Provider, the Security Agent, the K-Sure Agent and the Borrowers.
|
34.12.2
|
Alternatively the Agent may without giving any reason therefor resign by giving 30 days’ 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 London.
|
34.12.3
|
If the Majority Lenders have not appointed a successor Agent in accordance with clause 34.12.2 above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent.
|
34.12.4
|
If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 34.12.3, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 34 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.
|
34.12.5
|
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.
|
34.12.6
|
The Agent's resignation notice shall only take effect upon the appointment of a successor.
|
34.12.7
|
The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 34.12.5) but shall remain entitled to the benefit of clause 14.3 (
Indemnity to the Agent, Security Agent and K-Sure Agent
)
and
this clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any 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.
|
34.13
|
Replacement of the Agent
|
34.13.1
|
After consultation with the Borrowers, the Majority Lenders may, by giving 30 days' notice to the Agent replace the Agent by appointing a successor Agent.
|
34.13.2
|
The retiring Agent shall 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.
|
34.13.3
|
The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 34.13.2) but shall remain entitled to the benefit of clause 14.3 (
Indemnity to the Agent, Security Agent and K-Sure Agent
) and
this clause 34 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
|
34.13.4
|
Any successor Agent 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.
|
34.14
|
Replacement of the Agent for FATCA withholding
|
(a)
|
the Agent fails to respond to a request under Clause 12.6 (
FATCA Information
) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
|
(b)
|
the information supplied by the Agent pursuant to Clause 12.5 (
FATCA Information
) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
|
(c)
|
the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
|
34.15
|
Confidentiality
|
34.15.1
|
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.
|
34.15.2
|
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.
|
34.15.3
|
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Documentation Agent nor any Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
|
34.16
|
Relationship with the Lenders and Hedging Providers
|
34.16.1
|
The Agent may treat the person shown in its records as each Lender or as each Hedging Provider at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as a Lender or (as the case may be) as a 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,
|
34.16.2
|
Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 5 (
Mandatory Cost formulae
).
|
34.16.3
|
Each Lender and each 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.
|
34.16.4
|
Each Lender and each Hedging Provider shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.
|
34.17
|
Credit appraisal by the Lenders and Hedging Providers
|
(a)
|
the financial condition, status and nature of each Obligor and other Group Member and Golar MLP Group Member;
|
(b)
|
the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
|
(c)
|
the application of any Basel II Regulation or 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 or the Charged Property;
|
(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 Transaction 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 Transaction Document; and
|
(f)
|
the right or title of any person in or 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.
|
34.18
|
Reference Banks
|
34.19
|
Agent's management time and additional remuneration
|
34.19.1
|
Any amount payable to the Agent under clause 14.3 (
Indemnity to the Agent, Security Agent and K-Sure Agent
), clause 16 (
Costs and expenses
) and clause 34.11 (
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
|
34.19.2
|
Without prejudice to clause 34.19.1, in the event of:
|
(a)
|
a Default;
|
(b)
|
the Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Agent and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Agent under the Finance Documents; or
|
(c)
|
the Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,
|
34.19.3
|
If the Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in clause 34.19.2 or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent and approved by the Borrowers or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.
|
34.19.4
|
The Agent agrees that, unless an Event of Default has occurred and is continuing, all costs or remuneration required to be paid by the Borrowers pursuant to this clause 34.19 shall be limited to those costs and/or remuneration which are, in the particular circumstances, reasonable.
|
34.20
|
Deduction from amounts payable by the Agent
|
34.21
|
Common parties
|
34.22
|
Security Agent
|
34.22.1
|
Each other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted under any applicable law) trustee under and in connection with the Security Documents and confirms that the Security Agent shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to the beneficiaries of those Security Documents.
|
34.22.2
|
Each other Finance Party authorises the Security Agent:
|
(a)
|
to perform the duties, obligations and responsibilities and 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.
|
34.22.3
|
The Security Agent accepts its appointment under clause 34.22 (
Security Agent
) as trustee of the Trust Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself, the other Finance Parties (for so long as they are Finance Parties) on and subject to the terms set out in clauses 34.22 - 34.34 (inclusive) and the Security Documents to which it is a party.
|
34.23
|
Application of certain clauses to Security Agent
|
34.23.1
|
Clauses 34.7 (
Rights and discretions of the Agent
), 34.8 (
Responsibility for documentation and other matters
), clause 34.9
(No duty to monitor)
, 34.10 (
Exclusion of liability
), 34.11 (
Lenders’ indemnity to the Agent
), 34.12 (
Resignation of the Agent
), 34.15 (
Confidentiality
), 34.16 (
Relationship with the Lenders and Hedging Providers
), 34.17 (
Credit appraisal by the Lenders and Hedging Providers
), 34.19
(Agent's management time and additional remuneration)
and 34.20 (
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 and, in clause 34.7 (
Rights and discretions of the Agent
), references to the Lenders and a group of Lenders shall refer to the Agent.
|
34.23.2
|
In addition clause 34.10 (
Exclusion of liability
) shall, for the purposes of its application to the Security Agent pursuant to clause 34.23.1, have the following additional sub-clauses:
|
(a)
|
any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or otherwise whether in accordance with an instruction from an Agent or otherwise unless directly caused by its gross negligence or wilful misconduct;
|
(b)
|
the exercise of, or the failure to exercise (or the failure to consider the exercise or non-exercise of), any judgment, discretion or power given to it by or in connection with any of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security Interests; or
|
(c)
|
any shortfall which arises on the enforcement or realisation of the Security Interests.
|
34.23.3
|
In addition, clause 34.12 (
Resignation of the Agent
) shall, for the purposes of its application to the Security Agent pursuant to clause 34.23.1, have the following additional sub-clause:
|
34.24
|
Instructions to Security Agent
|
34.24.1
|
The Security Agent shall:
|
(a)
|
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and
|
(b)
|
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above.
|
34.24.2
|
The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
|
34.24.3
|
Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.
|
34.24.4
|
The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.
|
34.24.5
|
In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.
|
34.24.6
|
The Security Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender's or the relevant Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.24.6 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.
|
34.25
|
Security Agent's actions
|
34.26
|
Order of application
|
34.26.1
|
The Security Agent agrees to apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents in accordance with the following respective claims:
|
(a)
|
first
, as to a sum equivalent to the amounts due and payable (i) to the Security Agent under the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 34.11 (
Lenders’ indemnity to the Agent
) as extended to the Security Agent pursuant to clause 34.23 (
Application of certain clauses to Security Agent
)), for the Security Agent absolutely and (ii) to the Agent under the Finance Documents
|
(b)
|
secondly
, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement), for those Finance Parties absolutely for application between them in accordance with clause 37.5
(Partial payments)
;
|
(c)
|
thirdly
, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties (other than the Hedging Providers) 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 (other than the Hedging Providers) under the Finance Documents (other than the Hedging Contracts or any Hedging Master Agreement) and further application in accordance with this clause 34.26.1 as and when any such amounts later fall due;
|
(d)
|
fourthly
, as to a sum equivalent to the aggregate amount then due and owing to the Hedging Providers under the Hedging Contracts and any Hedging Master Agreements, for those Hedging Providers absolutely for application between them in accordance with clause 37.5 (
Partial payments
);
|
(e)
|
fifthly
, until such time as the Security Agent is satisfied that all obligations owed to the Hedging Providers 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 Hedging Providers under the Hedging Contracts, any Hedging Master Agreement and any other Finance Documents and further application in accordance with this clause 34.26.1 as and when any such amounts later fall due;
|
(f)
|
sixthly
, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and
|
(g)
|
seventhly
, 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.
|
34.26.2
|
The Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent
(acting on the instructions of the Agent) any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, any other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrowers or any other person liable.
|
34.26.3
|
The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this clause 34.26 by paying such amounts to the Agent for distribution in accordance with clause 37 (
Payment mechanics
).
|
34.27
|
Powers and duties of the Security Agent as trustee of the security
|
(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 34.26.1 (
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 default;
|
(c)
|
may, in the conduct of its obligations under and in respect of the Security Documents, 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
|
(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 or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent 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;
|
(e)
|
may, unless and to the extent the express provisions of any Security Document provide otherwise, do any act or thing in the exercise of any of its duties under the Finance Documents which in its absolute discretion (in the absence of any instructions of the Agent as to the doing of such act or thing) it deems advisable for the protection and benefit of all the Finance Parties; and
|
(f)
|
may, unless the express provisions of any such Security Document provide otherwise, if authorised by the Agent, amend or vary the terms of or waive breaches of or defaults under, or otherwise excuse performance of any provision of, or grant consents under any of the Security Documents to which it is a party, any such amendment, variation, waiver or consent so authorised to be binding on all the parties hereto and that Security Agent to be under no liability whatsoever in respect thereof;
|
(g)
|
shall not be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and
|
(h)
|
shall not have or be deemed to have any relationship of trust or agency with, any Obligor.
|
34.28
|
Insurance by Security Agent
|
34.29
|
Custodians and nominees
|
34.30
|
Acceptance of title
|
34.31
|
Refrain from illegality
|
34.32
|
All enforcement action through the Security Agent
|
34.32.1
|
None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in favour of the Security Agent only or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent.
|
34.32.2
|
None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent. If any Finance Party (other than the Security Agent) is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a 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.
|
34.33
|
Co-operation to achieve agreed priorities of application
|
34.34
|
Indemnity from Trust Property
|
34.34.1
|
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 a
Relevant 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 Relevant 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 a Relevant 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.
|
34.34.2
|
The rights conferred by this clause 34.34 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 34.34 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person's own gross negligence or wilful misconduct.
|
34.35
|
Finance Parties to provide information
|
34.36
|
No reliance on Security Agent
|
(a)
|
to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided to it by any Obligor or any other person in connection with any of the Finance Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Finance Party by the Security Agent);
|
(b)
|
to check or enquire on its behalf into the adequacy, accuracy or completeness of any communication delivered to it under any of the Finance Documents, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or
|
(c)
|
to check or enquire on its behalf into the due execution, delivery, validity, legality, perfection, adequacy, suitability, performance, enforceability or admissibility in evidence of any of the Finance Documents or any other document referred to in paragraph (b) above or of any guarantee, indemnity or security given or created thereby or any obligations imposed thereby or assumed thereunder;
|
(d)
|
to check or enquire on its behalf into the ownership, value, existence or sufficiency of any property the subject of any of the Security Document, the priority of any of the Security Interests or the registration thereof, the right or title of any person in or to any property comprised therein or the existence of any encumbrance affecting the same; or
|
(e)
|
to assess or keep under review on its behalf the identity, financial condition, creditworthiness, condition, affairs, status or nature of any Obligor.
|
34.37
|
Release to facilitate enforcement and realisation
|
34.38
|
Undertaking to pay
|
34.39
|
Additional trustees
|
(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,
|
34.40
|
Non-recognition of trust
|
(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 34, 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 34 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.
|
34.41
|
Release of Security
|
34.42
|
Role of the K-Sure Agent
|
34.42.1
|
Each of the K-Sure Facility Lenders and the Agent appoints the K-Sure Agent to act as its agent for the purposes of dealing with K-Sure in respect of the K-Sure Insurance Policies and the K-Sure Agent accepts the appointment on and subject to the terms of this clause 34.42.
|
34.42.2
|
The K-Sure Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
|
34.42.3
|
The K-Sure Agent shall promptly forward to the Agent the original or a copy of any document which is delivered to the K-Sure Agent for another Party and shall promptly forward to K-Sure (in accordance with the provision of the K-Sure Insurance Policies) the original or a copy of any document which is delivered to the K-Sure Agent by any other Party.
|
34.42.4
|
Except where a Finance Document specifically provides otherwise, the K-Sure Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
|
34.42.5
|
Clauses 34.7.6, 34.7.7 and 34.8 (
Rights and discretions of the Agent
), 34.8 (
Responsibility for documentation and other matters
), clause 34.9
(No duty to monitor)
, 34.10 (
Exclusion of liability
), 34.12 (
Resignation of the Agent
), 34.15 (
Confidentiality
), 34.16 (
Relationship with the Lenders and Hedging Providers
), 34.17 (
Credit appraisal by the Lenders and Hedging Providers
) and 34.20 (
Deduction from amounts payable by the Agent
) shall each extend so as to apply to the K-Sure 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 "K-Sure Agent" in its capacity as such, provided, that any change, substitution or resignation of the K-Sure Agent shall be subject to any consent requirement pursuant to the K-Sure Insurance Policies.
|
34.42.6
|
All communication between the Finance Parties and K-Sure shall be carried out exclusively through the K-Sure Agent.
|
34.42.7
|
Each Lender and each Hedging Provider shall deal with the K-Sure Agent exclusively through the Agent and shall not deal directly with the K-Sure Agent.
|
34.43
|
K-sure Insurance Policies
|
34.44
|
K-Sure Agent actions
|
35
|
Conduct of business by the Finance Parties
|
35.1
|
Finance Parties tax affairs
|
(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 (other than as provided for in Clause 12.6 of this Agreement).
|
35.2
|
Finance Parties acting together
|
35.3
|
Majority Lenders
|
35.3.1
|
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
|
35.3.2
|
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 66
2
/
3
per cent of those Lenders (measured in terms of the total Commitments of those Lenders) which have so responded.
|
35.3.3
|
For the purposes of clause 35.3.2, 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.
|
35.3.4
|
Clauses 35.3.2 and 35.3.3 shall not apply in relation to those matters referred to in, or the subject of, clause 36.5 (
Exceptions
).
|
35.4
|
Conflicts
|
35.4.1
|
Each Borrower acknowledges that any Mandated Lead 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 Facility or otherwise.
|
35.4.2
|
No member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents. The 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.
|
35.4.3
|
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.
|
35.5
|
Conflict and K-sure Insurance Policy override
|
(a)
|
in case of any conflict between the Finance Documents and the K-sure Insurance Policy, the K-sure Insurance Policy shall, as between the K-sure Lenders and K-sure, prevail, and to the extent of such conflict or inconsistency, none of the K-sure Lenders or the K-sure Agent shall assert to K-sure, the terms of the relevant Finance Documents; and
|
(b)
|
nothing in this Agreement or any Finance Document shall permit or oblige any K-sure Lender or the K-sure Agent to act (or omit to act) in a manner that is inconsistent with any requirement of K-sure under or in connection with the K-sure Insurance Policy.
|
35.6
|
Prior consultation with K-Sure
|
35.6.1
|
The Borrowers acknowledge that the Agent may, under the terms of a K-Sure Insurance Policy, be required:
|
(a)
|
to consult with the K-Sure Agent (who shall in turn consult with K-Sure), prior to the exercise of certain decisions under the Finance Documents (including the exercise of such voting rights in relation to any substantial amendment to any Finance Document); and
|
(b)
|
to follow certain instructions given by the K-Sure Agent (acting on the instructions of K-Sure), subject to clauses 35.2 and 35.3.
|
35.6.2
|
Each Finance Party will be deemed to have acted reasonably if it has acted on the instructions of the Agent (given by the K-Sure Agent (acting on the instructions of K-Sure) to the Agent in accordance with the terms of the K-Sure Insurance Policies) in the making of any such decision or the taking or refraining from taking any action under any Finance Document to which it is a party.
|
35.7
|
Disenfranchisement of Defaulting Lenders
|
35.7.1
|
For so long as a Defaulting Lender has any undrawn Commitments, in ascertaining:
|
(a)
|
the Majority Lenders; or
|
(b)
|
whether:
|
(i)
|
any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility; or
|
(ii)
|
the agreement of any specified group of Lenders,
|
35.7.2
|
For the purposes of clause 35.7.1, the Agent may assume that the following Lenders are Defaulting Lenders:
|
(a)
|
any Lender which has notified the Agent that it has become a Defaulting Lender; and
|
(b)
|
any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,
|
35.8
|
Excluded Commitments
|
35.8.1
|
If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 10 Business Days of that request being made (unless the Borrowers and the Agent agree to a longer time period in relation to any request), subject to clause 35.7:
|
(a)
|
its Commitments or its participation in the Loans shall not be included for the purpose of calculating the Total Commitments or the amount of the Loans when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments or the amount of the Loans has been obtained to approve that request; and
|
(b)
|
its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
|
35.9
|
Replacement of a Defaulting Lender
|
35.9.1
|
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 32 (
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 32 (
Changes to the Lenders
) all (and not part only) of the undrawn Commitments of the Lender,
|
35.9.2
|
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 35.9.1; 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.
|
36
|
Sharing among the Finance Parties
|
36.1
|
Payments to Finance Parties
|
(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 37 (
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 37.5 (
Partial payments
).
|
36.2
|
Redistribution of payments
|
36.3
|
Recovering Finance Party's rights
|
36.4
|
Reversal of redistribution
|
(a)
|
each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the 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
|
(b)
|
as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.
|
36.5
|
Exceptions
|
36.5.1
|
This clause 36 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.
|
36.5.2
|
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, if:
|
(a)
|
it notified that other Finance Party of the legal or arbitration proceedings;
|
(b)
|
the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and
|
(c)
|
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.
|
37
|
Payment mechanics
|
37.1
|
Payments to the Agent
|
37.1.1
|
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.
|
37.1.2
|
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 such Participating Member State or London or Stockholm, as specified by the Agent) and with such bank as the Agent, in each case, specifies.
|
37.2
|
Distributions by the Agent
|
37.3
|
Distributions to an Obligor
|
37.4
|
Clawback and pre-funding
|
37.4.1
|
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.
|
37.4.2
|
Unless clause 37.4.3 applies, 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.
|
37.4.3
|
If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:
|
(a)
|
the Borrower shall on demand refund it to the Agent; and
|
(b)
|
the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.
|
37.5
|
Partial payments
|
37.5.1
|
If the Agent receives a payment for application against amounts in respect of any 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 (other than any fees payable under clause 11 (
Fees and Premiums
)) owing to the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers under those Finance Documents except for the Hedging Contracts;
|
(b)
|
secondly
, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 34.11 (
Lenders' indemnity to the Agent
)
including any amount resulting from the indemnity to the Security Agent under clause 34.23.1 (
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 to the Lenders and any fees payable under clause 11 (
Fees and Premiums
) owing to the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers under those Finance Documents except for the Hedging Contracts;
|
(d)
|
fourthly
, in or towards payment to the Lenders pro rata of any principal due but unpaid to the Lenders under those Finance Documents except for the Hedging Contracts;
|
(e)
|
fifthly
, in or towards payment pro rata of any other sum due but unpaid to the Finance Parties (other than the Hedging Providers) under the Finance Documents except for the Hedging Contracts; and
|
(f)
|
sixthly
, in or towards payment to the Hedging Providers pro rata of any net accrued interest, fees, commission or any other net amounts due to them but unpaid under the Hedging Contracts.
|
37.5.2
|
The Agent shall, if so directed by all the Lenders, K-Sure and each Hedging Provider, vary the order set out in paragraphs (c) to (f) of clause 37.5.1.
|
37.5.3
|
Clauses 37.5.1 and 37.5.2 above will override any appropriation made by an Obligor.
|
37.6
|
No set-off by Obligors
|
37.7
|
Business Days
|
37.7.1
|
Any payment under the Finance Documents 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).
|
37.7.2
|
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.
|
37.8
|
Currency of account
|
37.8.1
|
Subject to clauses 37.8.2 to 37.8.3, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.
|
37.8.2
|
A repayment of all or part of a Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.
|
37.8.3
|
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.
|
37.8.4
|
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.
|
37.9
|
Change of currency
|
37.9.1
|
Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
|
(a)
|
any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and
|
(b)
|
any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).
|
37.9.2
|
If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank market and otherwise to reflect the change in currency.
|
37.10
|
Disruption to payment systems etc.
|
(a)
|
the Agent may, and shall if requested to do so by the Borrowers, 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;
|
(b)
|
the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
|
(c)
|
the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
|
(d)
|
any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 43 (
Amendments and waivers
);
|
(e)
|
the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 37.10; and
|
(f)
|
the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
|
38
|
Set-off
|
39
|
Notices
|
39.1
|
Communications in writing
|
39.2
|
Addresses
|
(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 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 Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant capacity,
|
39.3
|
Delivery
|
39.3.1
|
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;
|
39.3.2
|
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).
|
39.3.3
|
All notices from or to an Obligor shall be sent through the Agent.
|
39.3.4
|
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.
|
39.3.5
|
Any communication or document which becomes effective, in accordance with clauses 39.3.1 to 39.3.4 above, after 5:00pm in the place of receipt shall be deemed only to become effective on the following day.
|
39.4
|
Notification of address and fax number
|
39.5
|
Electronic communication
|
39.5.1
|
Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:
|
(a)
|
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
|
(b)
|
notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.
|
39.5.2
|
Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.
|
39.5.3
|
Any electronic communication which becomes effective, in accordance with clause 39.5.2 above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
|
39.6
|
English language
|
39.6.1
|
Any notice given under or in connection with any Finance Document shall be in English.
|
39.6.2
|
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.
|
40
|
Calculations and certificates
|
40.1
|
Accounts
|
40.2
|
Certificates and determinations
|
40.3
|
Day count convention
|
41
|
Partial invalidity
|
42
|
Remedies and waivers
|
43
|
Amendments and waivers
|
43.1
|
Required consents
|
43.1.1
|
Subject to clauses 43.2 (
All Lender matters
) and 43.3 (
Other exceptions
), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent and, if it affects the rights and obligations of the Hedging Providers, the consent of the Hedging Providers and, if it affects the rights and obligations of K-Sure, the consent of K-Sure) and any such amendment or waiver agreed or given by the Agent will be binding on all the Finance Parties.
|
43.1.2
|
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 43.
|
43.1.3
|
Without prejudice to the generality of sub-clauses 34.7.3, 34.7.4 and 34.7.5 of clause 34.7
(Rights and discretions of Agent)
, the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.
|
43.1.4
|
Each Obligor agrees to any such amendment or waiver permitted by this clause 43 which is agreed to by the Borrowers. This includes any amendment or waiver which would, but for this clause 43.1.4, require the consent of the Parent.
|
43.2
|
All Lender matters
|
43.2.1
|
An amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to:
|
(a)
|
the definition of "Majority Lenders" in clause 1.1 (
Definitions
);
|
(b)
|
the definition of "Last Availability Date" in clause 1.1 (
Definitions
);
|
(c)
|
an extension to the date of payment of any amount under the Finance Documents;
|
(d)
|
a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;
|
(e)
|
an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders pro rata under the Facilities;
|
(f)
|
a change to any Borrower or any other Obligor;
|
(g)
|
any provision which expressly requires the consent or approval of all the Lenders;
|
(h)
|
clause 2.4 (
Finance Parties' rights and obligations
), clauses 7.2.1 and 7.2.5 (
Prepayment option
), clause 32 (
Changes to the Lenders
), clause 36.1 (
Payments to Finance Parties
), this clause 43, clause 45
(Governing law)
or clause 46.1
(Jurisdiction of English courts)
;
|
(i)
|
the order of distribution under clause 37.5 (
Partial payments
);
|
(j)
|
the order of distribution under clause 34.26.1 (
Order of application
);
|
(k)
|
the currency in which any amount is payable under any Finance Document;
|
(l)
|
an increase in any Commitment, Facility Commitment or the Total Commitments, an extension of any period within which a Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments and/or the Facility Commitments pro rata;
|
(m)
|
the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Security Documents are distributed;
|
(n)
|
the nature or scope of the guarantee and indemnity granted under clause 17 (
Guarantee and Indemnity
); or
|
(o)
|
the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents,
|
43.3
|
Other exceptions
|
43.3.1
|
Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider.
|
43.3.2
|
Amendments to or waivers in respect of clause 7.2.2 (
Prepayment option
) may only be agreed with the consent of each of the KEXIM Facility Lenders.
|
43.3.3
|
Amendments to or waivers in respect of clause 7.2.3 (
Prepayment option
) may only be agreed with the consent of each of the K-Sure Facility Lenders.
|
43.3.4
|
Amendments to or waivers in respect of clause 7.10 (
Termination of a K-Sure Insurance Policy
) may only be agreed with the consent of each of the K-Sure Facility Lenders.
|
43.3.5
|
An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, the Documentation Agent or the Mandated Lead Arrangers in their respective capacities as
|
43.3.6
|
Notwithstanding clauses 43.1 and 43.2.1 to 43.3.5 (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.
|
43.4
|
Releases
|
(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.
|
44
|
Counterparts
|
45
|
Governing law
|
46
|
Enforcement
|
46.1
|
Jurisdiction of English courts
|
46.1.1
|
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
).
|
46.1.2
|
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.
|
46.1.3
|
This clause 46.1 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.
|
46.2
|
Service of process
|
(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.
|
Name
:
|
Golar Hull M2021 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46818
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2026 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46890
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2031 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
47445
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2022 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46819
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2023 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46820
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2027 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46891
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar Hull M2024 Corp.
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
46821
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
:
|
Golar LNG NB12 Corporation
|
Original Jurisdiction
|
Marshall Islands
|
Registration number
(
or equivalent, if any
)
|
53183
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name of Parent
|
Golar LNG Limited
|
Original Jurisdiction
|
Bermuda
|
Registration number
(
or equivalent, if any
)
|
30506
|
English process agent
(
if not incorporated in England
)
|
Golar Management Ltd
|
Registered office
|
Par-la-Ville Place, Par-la-Ville Road, Hamilton HM08, Bermuda
|
Address for service of notices
|
13th Floor, One America Square, 17 Crosswall, London, EC3N 2LB
|
Name
|
The Export-Import Bank of Korea
|
Facility Office, address, fax number and attention details for notices
|
Lending Office
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
Attention: Ship Finance Department
|
KEXIM Facility Commitment ($)
|
450,000,000
|
Name
|
Korea Finance Corporation
|
Facility Office, address, fax number and attention details for notices
|
Address: 22, Eunghaeng-Ro (Yeouido-Dong)
Yeongdeungpo-Gu
Seoul 150-873,
South Korea
Fax: +822 6922 6681
Attention: Mr. Yangho Oh / Ms. Jiwon Chung / Mr. Yongjai Baik / Ms. Bitna Park / Mr. Hyunmok Jung
|
K-Sure Facility Commitment ($)
|
250,000,000
|
Name
|
Citibank, N.A. London Branch
|
Facility Office, address, fax number and attention details for notices
|
For Credit Matters:
Address: Citigroup Centre
Canada Square
London E14 5LB
Fax: +44 20 7986 4881
Attention: Davide Alessandrini / Kiran Deoram Matondkar / Tarvinder Singh Basi / Min-Suk Oh
For operational matters:
Address: C/o Citibank International plc Poland Branch
8 Chalubinskiego St, 8
th
Floor
Warsaw 00-613
Poland
Fax: +44 20 7942 7512
Attention: Patrycja Paulina Gara / Wiktor Susicki / Kara Catt / Linsay Cane
|
K-Sure Facility Commitment ($)
|
65,251,193.30
|
Name
|
Swedbank AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Filipstad Brygge 1
P.O. BOX 1441 Vika
N- 0115 Oslo
Norway
Fax: +47 23 11 62 01
Attention: Johan Erland
And
Address: Large Corporates & Institutions, Loans & Syndications E71
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Anna Engberg
For operation matters:
Address: Large Corporates & Institutions/ Customer Service E768
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 81 32
Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist
For documentation matters:
Address: Large Corporates & Institutions, Loan Agency E7
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Victoria Wiklund/Jessica Långberg
|
K-Sure Facility Commitment ($)
|
33,032,801.73
|
Name
|
Danske Bank, Norwegian Branch
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Stortingsgata 6
N-0161 Oslo
Norway
Fax: +47 85 40 79 90
Attention: Tom Erik Vågen / Ida Iselin Vestbakken
For operational matters:
Address: Søndre gate 15 (P.O Box 4700)
N-7466 Trondheim
Norway
Fax: +47 85 40 79 69
Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune
|
K-Sure Facility Commitment ($)
|
56,920,158.36
|
Name
|
Skandinaviska Enskilda Banken AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: 2 , Cannon Street
London EC4M 6XX
Fax: +44 20 72365144
Attention: Scott Lewallen / Malcolm Stonehouse
For operational matters:
Address: Rissneleden 110
106 40 Stockholm
Sweden
Fax: +46 8611 0384
Attention: SEB Structured Credit Operations
|
K-Sure Facility Commitment ($)
|
16,516,400.87
|
Name
|
Korea Finance Corporation
|
Facility Office, address, fax number and attention details for notices
|
Address: 22, Eunghaeng-Ro (Yeouido-Dong)
Yeongdeungpo-Gu
Seoul 150-873,
South Korea
Fax: +822 6922 6681
Attention: Mr. Yangho Oh / Ms. Jiwon Chung / Mr. Yongjai Baik / Ms. Bitna Park / Mr. Hyunmok Jung
|
K-Sure Facility Commitment ($)
|
50,000,000
|
Name
|
Citibank, N.A. London Branch
|
Facility Office, address, fax number and attention details for notices
|
For Credit Matters:
Address: Citigroup Centre
Canada Square
London E14 5LB
Fax: +44 20 3364 0124
Attention: Luc Vrettos / Jonathan Beasley / Kristie Thornhill
For operational matters:
Address: C/o Citibank International plc Poland Branch
8 Chalubinskiego St, 8
th
Floor
Warsaw 00-613
Poland
Fax: +44 20 7942 7512
Attention: Patrycja Paulina Gara / Wiktor Susicki
|
Commercial Facility Commitment ($)
|
53,664,323.63
|
Name
|
Swedbank AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Filipstad Brygge 1
P.O. BOX 1441 Vika
N- 0115 Oslo
Norway
Fax: +47 23 11 62 01
Attention: Johan Erland
And
Address: Large Corporates & Institutions, Loans & Syndications E71
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Anna Engberg
For operation matters:
Address: Large Corporates & Institutions/ Customer Service E768
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 81 32
Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist
For documentation matters:
Address: Large Corporates & Institutions, Loan Agency E7
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Victoria Wiklund/Jessica Långberg
|
Commercial Facility Commitment ($)
|
17,032,892.03
|
Name
|
Danske Bank, Norwegian Branch
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Stortingsgata 6
N-0161 Oslo
Norway
Fax: +47 85 40 79 90
Attention: Tom Erik Vågen / Ida Iselin Vestbakken
For operational matters:
Address: Søndre gate 15 (P.O Box 4700)
N-7466 Trondheim
Norway
Fax: +47 85 40 79 69
Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune
|
Commercial Facility Commitment ($)
|
34,065,784.06
|
Name
|
Skandinaviska Enskilda Banken AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: 2 , Cannon Street
London EC4M 6XX
Fax: +44 20 72365144
Attention: Scott Lewallen / Malcolm Stonehouse
For operational matters:
Address: Rissneleden 110
106 40 Stockholm
Sweden
Fax: +46 8611 0384
Attention: SEB Structured Credit Operations
|
Commercial Facility Commitment ($)
|
8,516,446.02
|
Name
|
Swedbank AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Filipstad Brygge 1
P.O. BOX 1441 Vika
N- 0115 Oslo
Norway
Fax: +47 23 11 62 01
Attention: Johan Erland
And
Address: Large Corporates & Institutions, Loans & Syndications E71
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Anna Engberg
For operation matters:
Address: Large Corporates & Institutions/ Customer Service E768
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 81 32
Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist
For documentation matters:
Address: Large Corporates & Institutions, Loan Agency E7
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Victoria Wiklund/Jessica Långberg
|
Name
|
Citibank, N.A. London Branch
|
Facility Office, address, fax number and attention details for notices
|
Address: Citigroup Centre
Canada Square
London E14 5LB
Fax: +44 20 7986 4881
Attention: Davide Alessandrini / Kiran Deoram Matondkar / Tarvinder Singh Basi / Min-Suk Oh
And
Address: C/o Citibank International plc Poland Branch
8 Chalubinskiego St, 8
th
Floor
Warsaw 00-613
Poland
Fax: +44 20 7942 7512
Attention: Kara Catt
|
Name
|
Citibank, N.A. London Branch
|
Facility Office, address, fax number and attention details for notices
|
Address: Citigroup Centre
Canada Square
London E14 5LB
Fax: +44 20 7986 4881
Attention: Davide Alessandrini / Guido Musso / Tarvinder Singh Basi
|
Name
|
Swedbank AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Filipstad Brygge 1
P.O. BOX 1441 Vika
N- 0115 Oslo
Norway
Fax: +47 23 11 62 01
Attention: Johan Erland
And
Address: Large Corporates & Institutions, Loans & Syndications E71
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Anna Engberg
For operation matters:
Address: Large Corporates & Institutions/ Customer Service E768
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 81 32
Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist
For documentation matters:
Address: Large Corporates & Institutions, Loan Agency E7
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Victoria Wiklund/Jessica Långberg
|
Name
|
Citibank, N.A. London Branch
|
Facility Office, address, fax number and attention details for notices
|
For Credit Matters:
Address: Citigroup Centre
Canada Square
London E14 5LB
Fax: +44 20 3364 0124
Attention: Luc Vrettos / Jonathan Beasley / Kristie Thornhill
For operational matters:
Address: C/o Citibank International plc Poland Branch
8 Chalubinskiego St, 8
th
Floor
Warsaw 00-613
Poland
Fax: +44 20 7942 7512
Attention: Patrycja Paulina Gara / Wiktor Susicki
|
Name
|
Swedbank AB (publ)
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Filipstad Brygge 1
P.O. BOX 1441 Vika
N- 0115 Oslo
Norway
Fax: +47 23 11 62 01
Attention: Johan Erland
And
Address: Large Corporates & Institutions, Loans & Syndications E71
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Anna Engberg
For operation matters:
Address: Large Corporates & Institutions/ Customer Service E768
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 81 32
Attention: Customer Service / Richard Lönnqvist / Eva Bergkvist
For documentation matters:
Address: Large Corporates & Institutions, Loan Agency E7
SE – 10534 Stockholm
Sweden
Fax: +46 8 700 84 09
Attention: Victoria Wiklund/Jessica Långberg
|
Name
|
Danske Bank A/S
|
Facility Office, address, fax number and attention details for notices
|
For credit matters:
Address: Stortingsgata 6
N-0161 Oslo
Norway
Fax: +47 85 40 79 90
Attention: Tom Erik Vågen / Ida Iselin Vestbakken
For operational matters:
Address: Søndre gate 15
N-7011 Trondheim
Norway
Fax: +47 85 40 79 69
Attention: Danske Bank Loan Administration, Att. Maria Maria Reguilon Aune
|
Name
|
Nordea Bank Finland plc London Branch
|
Facility Office, address, fax number and attention details for notices
|
Address: 8th Floor, City Place House,
55 Basinghall Street
London EC2V 5NB
Fax: +44 207 726 9003
Attention: Client Services Department
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2021
|
To be renamed:
|
Seal
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar Hull M2021 Corp.
|
Scheduled delivery date:
|
31 August 2013
|
Backstop Date:
|
28 April 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$205,790,000
|
Contract Price:
|
$204,790,000
|
Ship Commitment:
|
$133,220,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2026
|
To be renamed:
|
Celsius
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar Hull M2026 Corp.
|
Scheduled delivery date:
|
30 September 2013
|
Backstop Date:
|
28 May 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 15 April 2011 (as supplemented and/or amended by a supplemental agreement dated 15 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$205,800,000
|
Contract Price:
|
$204,800,000
|
Ship Commitment:
|
$133,220,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2031
|
To be renamed:
|
Igloo
|
Size:
|
170,000 cbm
|
Type of Ship:
|
Floating storage and regasification vessel
|
Owner:
|
Golar Hull M2031 Corp.
|
Scheduled delivery date:
|
31 October 2013
|
Backstop Date:
|
28 June 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 8 May 2011 between the Builder and Seatankers Management Co. Ltd. subsequently novated to the Owner pursuant to a novation agreement dated 17 August 2011 between the Builder, the Owner and Seatankers Management Co. Ltd. (as supplemented and/or amended by a technical option agreement dated 8 May 2011 and an addendum No.1 dated 23 February 2012)
|
Delivery Price:
|
$249,120,000
|
Contract Price:
|
$248,120,000
|
Ship Commitment:
|
$161,270,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, REGAS-2, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$7,500,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2022
|
To be renamed:
|
Crystal
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar Hull M2022 Corp.
|
Scheduled delivery date:
|
31 October 2013
|
Backstop Date:
|
28 June 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011 and an addendum No.3 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$205,790,000
|
Contract Price:
|
$204,790,000
|
Ship Commitment:
|
$133,210,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2023
|
To be renamed:
|
Penguin
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar Hull M2023 Corp.
|
Scheduled delivery date:
|
31 December 2013
|
Backstop Date:
|
28 August 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, an addendum No.1 dated 6 May 2011 and an addendum No.2 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$205,780,000
|
Contract Price:
|
$204,780,000
|
Ship Commitment:
|
$133,210,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2027
|
To be renamed:
|
Bear
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar Hull M2027 Corp.
|
Scheduled delivery date:
|
28 February 2014
|
Backstop Date:
|
26 October 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 15 April 2011 (as supplemented and/or amended by a supplemental agreement dated 15 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011 and an addendum No.2 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$205,780,000
|
Contract Price:
|
$204,780,000
|
Ship Commitment:
|
$133,210,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2024
|
To be renamed:
|
Eskimo
|
Size:
|
160,000 cbm
|
Type of Ship:
|
Floating storage and regasification vessel
|
Owner:
|
Golar Hull M2024 Corp.
|
Scheduled delivery date:
|
30 April 2014
|
Backstop Date:
|
26 December 2014
|
Date and description of Building Contract:
|
Shipbuilding contract dated 8 April 2011 (as supplemented and/or amended by a supplemental agreement dated 8 April 2011, a technical option agreement dated 15 April 2011, an addendum No.1 dated 6 May 2011, an addendum No.2 dated 18 August 2011, an addendum No.3 dated 25 November 2011 and an addendum No.4 dated 29 March 2012) between the Builder and the Owner
|
Delivery Price:
|
$251,530,000
|
Contract Price:
|
$250,530,000
|
Ship Commitment:
|
$162,830,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, REGAS-2, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$7,500,000
|
Builder:
|
Samsung Heavy Industries Co., Ltd.
|
Builder’s registered office:
|
34
th
Floor, Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seochu-Gu, Seoul, Korea, 137-857
|
Hull Number:
|
Hull 2055
|
To be renamed:
|
Frost
|
Size:
|
160,000 cbm
|
Type of Ship:
|
LNG carrier
|
Owner:
|
Golar LNG NB12 Corporation
|
Scheduled delivery date:
|
15 June 2014
|
Backstop Date:
|
10 February 2015
|
Date and description of Building Contract:
|
Shipbuilding contract dated 23 February 2012 (as supplemented by a supplemental agreement dated 23 February 2012) between the Builder and the Owner
|
Delivery Price:
|
208,270,00
|
Contract Price:
|
207,270,00
|
Ship Commitment:
|
$134,830,000
|
Flag State:
|
Marshall Islands
|
Classification:
|
X
1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163
o
C and Specific gravity 500 kg/m
3
), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF-V(3)C(3), CSA-2, CLEAN, Recyclable
|
Classification Society:
|
Det Norske Veritas
|
Major Casualty Amount:
|
$5,000,000
|
1
|
Original Obligors' corporate documents
|
(a)
|
A copy of the Constitutional Documents and, if applicable, a certificate of good standing of each Original Obligor (other than any manager of a Ship).
|
(b)
|
A copy of a resolution of the board of directors of each Original Obligor (or, if applicable, any committee of such board empowered to approve and authorise the following matters) (other than any manager of a Ship):
|
(i)
|
approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party (
Relevant Documents
) and resolving that it execute the Relevant Documents to which it is a party;
|
(ii)
|
authorising a specified person or persons to execute the Relevant Documents to which it is a party 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 in relation to the Finance Documents and related documents.
|
(e)
|
A copy of a resolution signed by all the holders of the issued shares in each Original Obligor (other than any manager of a Ship) approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party.
|
(f)
|
A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.
|
(g)
|
A copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Original Obligor (other than any manager of a Ship).
|
(h)
|
A certificate of an authorised signatory of the relevant Original Obligor (other than any manager of a Ship) certifying that each copy document relating to it specified in this Part of this Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.
|
2
|
Legal opinions
|
(a)
|
A legal opinion of Norton Rose Fulbright LLP, London on matters of English law, substantially in the form approved by the Lenders and K-Sure.
|
(b)
|
A legal opinion of or confirmation letter from the legal advisers to the Agent in Korea on matters of Korean law, substantially in the form approved by the Lenders and K-Sure, which shall include confirmation that the terms of the Finance Documents comply with the requirements of K-Sure and that the provisions of the Finance Documents do not violate any provision of the K-Sure Insurance Policies.
|
(c)
|
A legal opinion of the legal advisers to the Agent in Korea on matters of Korean law, substantially in the form approved by the Lenders and K-Sure, which shall include confirmation that the relevant K-Sure Insurance Policy has been duly issued for the benefit of the K-Sure Facility Lenders by K-Sure and that it is in full force and effect.
|
(d)
|
A legal opinion of the legal advisers to the Agent in each jurisdiction (other than England) in which an Obligor is incorporated and/or which is or is to be the Flag State of a Mortgaged Ship, or in which an Account opened at the relevant time is established substantially in the form approved by the Lenders and K-Sure.
|
3
|
Other documents and evidence
|
(a)
|
Evidence that any process agent referred to in clause 46.2 (
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)
|
Each Fee Letter duly executed by the parties thereto.
|
(c)
|
A copy, certified by an approved person to be a true and complete copy, of each of the Building Contract Documents.
|
(d)
|
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 or for the validity and enforceability of any Finance Document.
|
(e)
|
The Original Financial Statements, together with a Compliance Certificate.
|
(f)
|
Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 11 (
Fees and Premiums
) and clause 16 (
Costs and expenses
) have been paid or will be paid by the first Utilisation Date.
|
(g)
|
Confirmation from K-Sure that K-Sure accepts the terms of this agreement.
|
4
|
Bank Accounts
|
5
|
Hedging Master Agreements and Hedging Contract Security
|
(a)
|
if required by the Agent, the Hedging Master Agreements have been executed by the Borrowers and each Hedging Provider;
|
(b)
|
the Borrowers have executed the Hedging Contract Security in favour of the Security Agent; and
|
(c)
|
any notice required to be given to each Hedging Provider under the Hedging Contract Security has been given to it and acknowledged by it in the manner required by the Hedging Contract Security.
|
6
|
Security
|
7
|
"Know your customer" information
|
1
|
Corporate documents
|
(a)
|
A certificate of an authorised signatory of the relevant Owner (other than any manager of a Ship) certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.
|
(b)
|
A certificate of an authorised signatory of each other Obligor (other than any manager of a Ship) which is party to any of the Original Security Documents required to be executed at or before Delivery of the Ship certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.
|
2
|
Security
|
(a)
|
The Mortgage and General Assignment in respect of the relevant Ship.
|
(b)
|
Any Charter Assignment in respect of the relevant Ship duly executed by the relevant Owner.
|
(c)
|
If applicable, any Quiet Enjoyment Letter in respect of the relevant Ship duly executed by the relevant Owner and Charterer.
|
(d)
|
Any Manager's Undertaking in respect of the relevant Ship then required pursuant to the Finance Documents duly executed by the relevant manager.
|
(e)
|
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)
|
is legally and beneficially owned by the relevant Owner and registered 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)
|
is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;
|
(c)
|
is insured in the manner required by the Finance Documents;
|
(d)
|
if applicable, has been delivered, and accepted for service, under its Charter;
|
(e)
|
it is otherwise free of any charter commitment which would require approval under the Finance Documents; and
|
(f)
|
any prior registration (other than through the relevant Registry in the relevant Flag State) of the relevant Ship has been or will be cancelled and it is otherwise free of any security interests other than the Mortgage.
|
4
|
Mortgage registration
|
5
|
Legal opinions
|
(a)
|
A legal opinion of Norton Rose Fulbright LLP, London on matters of English law, substantially in the form approved by the Lenders and K-Sure in relation to Security Documents.
|
(b)
|
A legal opinion of the legal advisers to the Security Agent and the Agent in each jurisdiction (other than England) in which an Obligor is incorporated and/or which is or is to be the Flag
|
6
|
Insurance
|
(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 24 (
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.
|
7
|
ISM and ISPS Code
|
(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 the relevant Ship issued in accordance with the ISM Code;
|
(c)
|
the international ship security certificate in respect of the relevant Ship issued under the ISPS Code; and
|
(d)
|
if so requested by the Agent, any other certificates issued under any applicable code required to be observed by the relevant Ship or in relation to its operation under any applicable law.
|
8
|
Value of security
|
9
|
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 full 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 at least 35 per cent of the Delivery Price out of its own equity) and that the Builder will not have any lien or other right to detain the ship on its Delivery.
|
(c)
|
Evidence that any amounts of the Contract Price of the relevant Ship 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.
|
(d)
|
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 in a form and substance reasonably acceptable to the Lenders and K-Sure.
|
10
|
Fees and expenses
|
11
|
Survey report
|
12
|
K-Sure Insurance Policy
|
(a)
|
An original counterpart of the K-Sure Insurance Policy for the relevant K-Sure Facility Advance, duly executed by K-Sure, including an English translation in form and substance acceptable to the K-Sure Facility Lenders.
|
(b)
|
Evidence that the K-Sure Premium in relation to such K-Sure Insurance Policy and any costs and expenses which are then due and payable to K-Sure has been paid by the Borrowers and received by K-Sure in full.
|
(c)
|
Confirmation from the Agent (as indicated by the K-Sure Agent) that:
|
(i)
|
it has not been informed that K-Sure intends to, and K-Sure has not stipulated its intention to, repudiate or suspend the application of the K-Sure Insurance Policy for any K-Sure Facility Advance;
|
(ii)
|
it is satisfied that each K-Sure Insurance Policy is in full force and effect; and
|
(iii)
|
it has received no instruction from K-Sure that the relevant K-Sure Facility Advance should not be permitted or made available by the K-Sure Facility Lenders or, as the case may be, the Agent.
|
(d)
|
Evidence satisfactory to the K-Sure Facility Lenders that each of the documents specified under the K-Sure Insurance Policy for the relevant K-Sure Facility Advance have been duly delivered in accordance with the terms of the K-Sure Insurance Policy for the relevant K-Sure Facility Advance.
|
13
|
Environmental matters
|
14
|
Consents
|
15
|
Management Agreement
|
1
|
We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
|
2
|
We wish to borrow an Advance on the following terms:
|
Proposed Utilisation Date:
|
[
l
] (or, if that is not a Business Day, the next Business Day)
|
Amount:
|
$[
l
] (represented by:
$[
l
] KEXIM Facility Advance;
$[
l
] K-Sure Facility Advance; and
$[
l
] Commercial Facility Advance.)
|
3
|
We confirm that each condition specified in clause 4.4 (
Further conditions precedent
) is satisfied on the date of this Utilisation Request.
|
4
|
The purpose of this Advance is to finance the Delivery Price of Ship [•] and its proceeds should be credited to [
•
].
|
5
|
This Utilisation Request is irrevocable and cannot be varied without the prior consent of the Majority Lenders.
|
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 Conduct Authority and/or the Prudential Regulation 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:
|
(b)
|
in relation to a Loan in any currency other than sterling:
|
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 (
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:
|
(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 Financial Conduct Authority Fees Manual and the Prudential Regulation Authority Fees 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. 5 per cent will be included in the formula as 5 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 Conduct Authority or the Prudential Regulation Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Conduct Authority or the Prudential Regulation Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Conduct Authority or the Prudential Regulation 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.
|
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.
|
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 Conduct Authority, the Prudential Regulation 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.
|
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 32.5 (
Procedure for assignment
):
|
(a)
|
The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in the Advances under the Agreement as specified in the Schedule.
|
(b)
|
The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Advances under the Agreement specified in the Schedule.
|
(c)
|
The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
|
(d)
|
The proposed Transfer Date is [●].
|
(e)
|
The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 39.2 (
Addresses
) are set out in the Schedule.
|
3
|
The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in sub-clause 32.4.3 of clause 32.4
(Limitation of responsibility of Existing Lenders)
.
|
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.
|
6
|
This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.
|
1
|
I refer to the Agreement. This is a Compliance Certificate. Terms defined in clause 20.1 of the Agreement have the same meaning when used in paragraphs 2 (a), (b) and (c) below and terms defined in clause 20.3 have the same meaning when used in paragraphs 2 (d), (e), (f) and (g) below. Otherwise, terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
|
2
|
I confirm that:
|
(a)
|
the aggregate value of the Free Liquid Assets of the Group is $[
•
] and was, at all times in the period for which the financial statements and accounts attached hereto relate, not less than $[
•
];
|
(b)
|
our Current Assets (being $[
•
]) are [not] greater than or equal to our Current Liabilities (being $[
•
]);
|
(c)
|
the Consolidated Tangible Net Worth is [
•
] and was, at all times in the period for which the financial statements attached hereto relate, not less than [
•
];
|
(d)
|
the aggregate value of the Free Liquid Assets of the Golar MLP Group is $[
•
] and was, at all times in the period for which the financial statements and accounts attached hereto relate, not less than $[
•
];
|
(e)
|
the ratio of Net Debt to EBITDA of the Golar MLP Group for the previous 12 months has been [
•
], calculated on a trailing four quarter basis (Net Debt: [
•
] and EBITDA: [
•
]);
|
(f)
|
the ratio of EBITDA of the Golar MLP Group to Consolidated Debt Service of the Golar MLP Group for the previous 12 months has been [
·
], calculated on a trailing four quarter basis (EBITDA: [
·
] and Consolidated Debt Service: [
•
]); and
|
(g)
|
the Consolidated Net Worth is [
•
] and was, at all times in the period for which the financial statements attached hereto relate, not less than [
•
].
|
3
|
[I confirm that no Default is continuing.] [
If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it
.]
|
4
|
[I confirm that the Borrowers are in compliance with the provisions of clause 25 (
Minimum security value
) of the Facilities Agreement and attach evidence demonstrating such compliance over the last 12 months.]
|
5
|
I attach the financial statements and accounts required to be provided pursuant to clause 19.1 (
Financial Statements
) of the Facilities Agreement.
|
1
|
I refer to the Agreement. This is a Borrower Compliance Certificate. Terms defined in the Agreement (including in clause 20.2 (
Borrowers
)) have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
|
2
|
I have set out below the EBITDA and Debt Service of each Borrower:
|
Borrower
|
EBITDA
|
Debt Service
|
Golar Hull M2021 Corp.
|
[•]
|
[•]
|
Golar Hull M2026 Corp.
|
[•]
|
[•]
|
Golar Hull M2031 Corp.
|
[•]
|
[•]
|
Golar Hull M2022 Corp.
|
[•]
|
[•]
|
Golar Hull M2023 Corp.
|
[•]
|
[•]
|
Golar Hull M2027 Corp.
|
[•]
|
[•]
|
Golar Hull M2024 Corp.
|
[•]
|
[•]
|
Golar LNG NB12 Corporation
|
[•]
|
[•]
|
3
|
[I confirm that the ratio of EBITDA of each Borrower to Debt Service of each Borrower for the previous 12 months, calculated on a trailing four quarter basis, has been greater than 1.15:1.] / [The ratio of EBITDA of [•] to Debt Service of [•] for the previous 12 months, calculated on a trailing four quarter basis, has been equal to or less than 1.15:1. Accordingly, the Parent will transfer the amount of $[•] to the Blocked Account of that Borrower
[Repeat for all applicable Borrowers]
. I confirm that the ratio of EBITDA for each other Borrower to Debt Service of that Borrower for the previous 12 months, calculated on a trailing four quarter basis, has been greater than 1.15:1.]
|
4
|
I attach the statements of each of the Borrowers required to be provided pursuant to clause 20.2 (
Borrowers
) of the Agreement.
|
Name
|
Jurisdiction of Incorporation
|
|
|
Golar LNG 1460 Corporation
|
Marshall Islands
|
Golar LNG 2216 Corporation
|
Marshall Islands
|
Golar Management Limited
|
United Kingdom
|
Golar GP LLC - Limited Liability Company
|
Marshall Islands
|
Golar LNG Energy Limited
|
Bermuda
|
Golar Gimi Limited
|
Bermuda
|
Golar Hilli Limited
|
Bermuda
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Golar Hull M2023 Corporation
|
Marshall Islands
|
Golar Hull M2024 Corporation
|
Marshall Islands
|
Golar Hull M2026 Corporation
|
Marshall Islands
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Golar LNG NB10 Corp
|
Marshall Islands
|
Golar LNG NB11 Corp
|
Marshall Islands
|
Golar LNG NB12 Corp
|
Marshall Islands
|
Golar LNG NB13 Corp
|
Marshall Islands
|
Bluewater Gandria N.V.
|
Netherlands
|
|
|
/s/ Doug Arnell
|
|
Doug Arnell
|
|
Principal Executive Officer
|
|
/s/ Brian Tienzo
|
|
Brian Tienzo
|
|
Principal Financial Officer
|
|
/s/ Doug Arnell
|
|
Doug Arnell
|
|
Principal Executive Officer
|
|
/s/ Brian Tienzo
|
|
Brian Tienzo
|
|
Principal Financial Officer
|
|