[ ]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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, 2014
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|
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
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Date of event requiring this shell company report
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|
Commission file number
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000-50113
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Golar LNG Limited
|
(Exact name of Registrant as specified in its charter)
|
|
(Translation of Registrant's name into English)
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Bermuda
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(Jurisdiction of incorporation or organization)
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2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda
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(Address of principal executive offices)
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|
Andrew Whalley, (1) 441 295 4705, (1) 441 295 3494
2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, 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
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None
|
(Title of class)
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None
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(Title of class)
|
93,414,672 Common Shares, par $1.00, per share
|
Yes
|
X
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No
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|
Yes
|
|
No
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X
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Yes
|
X
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No
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|
Yes
|
X
|
No
|
|
Large accelerated filer
|
X
|
Accelerated filer
|
|
Non-accelerated filer
|
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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
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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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|
•
|
changes in liquefied natural gas, or LNG, carrier, floating storage and regasification unit, or FSRU, and floating liquefaction natural gas vessel, or FLNGV, market trends, including charter rates, ship values and technological advancements;
|
•
|
changes in our ability to retrofit vessels as FSRUs and FLNGVs, our ability to obtain financing for such conversions on acceptable terms or at all, and the timing of the delivery and acceptance of such converted vessels;
|
•
|
changes in the supply of or demand for LNG or LNG carried by sea;
|
•
|
changes in the supply of and demand for LNG carriers, FSRUs and FLNGVs;
|
•
|
a material decline or prolonged weakness in rates for LNG carriers or FSRUs;
|
•
|
changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGVs;
|
•
|
changes in the supply of or demand for natural gas generally or in particular regions;
|
•
|
changes in our relationships with major chartering parties;
|
•
|
changes in the availability of vessels to purchase, the time it takes to construct new vessels, or vessels’ useful lives;
|
•
|
failure of shipyards to comply with delivery schedules on a timely basis or at all;
|
•
|
our ability to integrate and realize the benefits of acquisitions;
|
•
|
changes in our ability to sell vessels to Golar LNG Partners LP, or Golar Partners;
|
•
|
changes in our relationship with Golar Partners;
|
•
|
changes to rules and regulations applicable to LNG carriers, FSRUs or FLNGVs;
|
•
|
actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs or FLNGVs to various ports;
|
•
|
our inability 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, particularly where we operate;
|
•
|
changes in our ability to obtain additional financing on acceptable terms or at all;
|
•
|
continuing turmoil in the global financial markets; and
|
•
|
other factors listed from time to time in registration statements, reports or other materials that we have filed with
or furnished to
the Securities and Exchange Commission, or the Commission.
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|
||||||||||
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Years Ended December 31,
|
|||||||||
|
2014
|
2013
|
2012
|
2011
|
2010
|
|||||
|
(in thousands of U.S. $, except number of shares, per common share data, fleet and other financial data)
|
|||||||||
Statement of Operations Data:
(1)
|
|
|
|
|
|
|
|
|||
Total operating revenues
|
106,155
|
|
99,828
|
|
410,345
|
|
299,848
|
|
244,045
|
|
Vessel operating expenses
(2)
|
49,570
|
|
43,750
|
|
86,672
|
|
62,872
|
|
52,910
|
|
Voyage and charter-hire expenses
(3)
|
27,340
|
|
14,259
|
|
9,853
|
|
6,042
|
|
32,311
|
|
Administrative expenses
|
19,267
|
|
22,952
|
|
25,013
|
|
33,679
|
|
22,832
|
|
Depreciation and amortization
|
49,811
|
|
36,871
|
|
85,524
|
|
70,286
|
|
65,076
|
|
Impairment of long-term assets
|
500
|
|
500
|
|
500
|
|
500
|
|
4,500
|
|
Gain on disposals to Golar Partners
|
43,783
|
|
65,619
|
|
—
|
|
—
|
|
—
|
|
Other operating loss
|
(6,387
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
Other operating gains (losses)
|
1,317
|
|
—
|
|
(27
|
)
|
(5,438
|
)
|
(6,230
|
)
|
Operating (loss) income
|
(1,620
|
)
|
47,115
|
|
202,756
|
|
121,031
|
|
60,186
|
|
Dividend income
|
27,203
|
|
30,960
|
|
—
|
|
—
|
|
—
|
|
Gain on loss of control
|
—
|
|
—
|
|
853,996
|
|
—
|
|
—
|
|
|
||||||||||
Gain on business acquisition
|
—
|
|
—
|
|
4,084
|
|
—
|
|
—
|
|
Other non-operating income (expenses)
|
281
|
|
(3,355
|
)
|
(151
|
)
|
541
|
|
4,196
|
|
Net financial expenses (income)
|
87,852
|
|
(41,768
|
)
|
42,868
|
|
53,102
|
|
66,961
|
|
(Loss) Income before equity in net earning (losses) of affiliates, income taxes and non-controlling interests
|
(61,988
|
)
|
116,488
|
|
1,017,817
|
|
68,470
|
|
(2,579
|
)
|
Income taxes
|
1,114
|
|
3,404
|
|
(2,765
|
)
|
1,705
|
|
(1,427
|
)
|
Non-controlling interests
|
(1,655
|
)
|
—
|
|
(43,140
|
)
|
(21,625
|
)
|
5,825
|
|
Equity in net earnings (losses) of affiliates
|
19,408
|
|
15,821
|
|
(609
|
)
|
(1,900
|
)
|
(1,435
|
)
|
Net (loss) income attributable to the shareholders
|
(43,121
|
)
|
135,713
|
|
971,303
|
|
46,650
|
|
384
|
|
(Loss) earnings per common share
|
|
|
|
|
|
|
|
|||
- basic
(4)
|
(0.50)
|
1.69
|
12.09
|
0.62
|
0.01
|
|||||
- diluted
(4)
|
(0.50
|
)
|
1.59
|
11.66
|
0.62
|
0.01
|
||||
Cash dividends declared and paid per common share
(5)
|
1.80
|
1.35
|
1.93
|
1.13
|
0.45
|
|||||
Weighted average number of shares –
basic
(4)
|
87,013
|
|
80,530
|
|
80,324
|
|
74,707
|
|
67,173
|
|
Weighted average number of shares –
diluted
(4)
|
87,013
|
|
80,911
|
|
84,243
|
|
75,033
|
|
67,393
|
|
Balance Sheet Data (as of end of year):
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
191,410
|
|
125,347
|
|
424,714
|
|
66,913
|
|
164,717
|
|
Restricted cash and short-term investments
(6)
|
74,162
|
|
23,432
|
|
1,551
|
|
28,012
|
|
21,815
|
|
Amounts due from related parties (short-term)
|
9,967
|
|
6,311
|
|
5,915
|
|
354
|
|
222
|
|
Short term debt due from a related party
|
20,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Vessel held-for-sale
(7)
|
132,110
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Assets held-for-sale
(8)
|
284,955
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Amounts due from related parties (long-term)
|
—
|
|
—
|
|
34,953
|
|
—
|
|
—
|
|
Long-term restricted cash
(6)
|
425
|
|
3,111
|
|
—
|
|
185,270
|
|
186,041
|
|
Investment in available-for-sale securities
|
275,307
|
|
267,352
|
|
353,034
|
|
—
|
|
—
|
|
Investments in affiliates
|
335,372
|
|
350,918
|
|
367,656
|
|
22,529
|
|
20,276
|
|
Cost method investments
|
204,172
|
|
204,172
|
|
198,524
|
|
7,347
|
|
7,347
|
|
Newbuildings
|
344,543
|
|
767,525
|
|
435,859
|
|
190,100
|
|
—
|
|
Asset under development
|
345,205
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Vessels and equipment, net
|
1,648,888
|
|
811,715
|
|
573,615
|
|
1,203,003
|
|
1,103,137
|
|
Vessels under capital lease, net
(9)
|
—
|
|
—
|
|
—
|
|
501,904
|
|
515,666
|
|
Total assets
|
3,991,993
|
|
2,665,221
|
|
2,414,399
|
|
2,232,634
|
|
2,077,772
|
|
Current portion of long-term debt
|
116,431
|
|
30,784
|
|
14,400
|
|
64,306
|
|
105,629
|
|
Liabilities held-for-sale
(8)
|
164,401
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Current portion of obligations under capital leases
|
—
|
|
—
|
|
—
|
|
5,909
|
|
5,766
|
|
Long-term debt (including debt due to a related party)
|
1,264,356
|
|
686,244
|
|
490,506
|
|
707,243
|
|
691,549
|
|
Long-term obligations under capital leases
(9)
|
—
|
|
—
|
|
—
|
|
399,934
|
|
406,109
|
|
Non-controlling interests
(10)
|
1,655
|
|
—
|
|
—
|
|
78,055
|
|
188,734
|
|
Stockholders' equity
|
2,282,507
|
|
1,804,137
|
|
1,764,319
|
|
677,765
|
|
410,588
|
|
Common shares outstanding
(4)
|
93,415
|
|
80,580
|
|
80,504
|
|
80,237
|
|
67,808
|
|
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||
Cash Flow Data
(1)
:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
24,873
|
|
67,722
|
|
233,810
|
|
116,608
|
|
51,710
|
|
|||||
Net cash (used in) provided by investing activities
|
(1,429,270
|
)
|
(533,067
|
)
|
(290,700
|
)
|
(298,644
|
)
|
364,736
|
|
|||||
Net cash provided by (used in) financing activities
|
1,470,460
|
|
165,978
|
|
414,691
|
|
84,232
|
|
(373,960
|
)
|
|||||
Fleet Data (unaudited)
|
|
|
|
|
|
|
|
||||||||
Number of vessels at end of year
(11)
|
13
|
|
7
|
|
6
|
|
12
|
|
12
|
|
|||||
Average number of vessels during year
(11)
|
8.8
|
|
5.5
|
|
12.6
|
|
12
|
|
12.7
|
|
|||||
Average age of vessels (years)
|
10.8
|
|
18.7
|
|
25.4
|
|
18.8
|
|
17.8
|
|
|||||
Total calendar days for fleet
|
2,133
|
|
2,012
|
|
4,615
|
|
4,380
|
|
4,644
|
|
|||||
Total operating days for fleet
(12)
|
2,059
|
|
1,501
|
|
3,684
|
|
3,255
|
|
2,939
|
|
|||||
Other Financial Data (unaudited):
|
|
|
|
|
|
|
|||||||||
Average daily time charter equivalent earnings, or TCE
(13)
(to the closest $100)
|
33,100
|
|
50,900
|
|
94,400
|
|
87,700
|
|
57,200
|
|
|||||
Average daily vessel operating costs
(14)
|
$
|
23,240
|
|
$
|
38,300
|
|
$
|
18,780
|
|
$
|
14,354
|
|
$
|
12,080
|
|
•
|
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 disposals to Golar Partners.
|
•
|
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, general partner interests (during the subordination period) and incentive distribution rights, or IDRs, of Golar Partners.
|
•
|
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 $353.0 million was initially recognized representing our common unit interests held in Golar Partners.
|
•
|
"Investment in affiliates" of $362.1 million was initially recognized representing our 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 our 2% general partner interest and 100% of the 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 to the extent relevant to Golar Partners.
|
|
Years Ended December 31,
|
|||||||||||||
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
(in thousands of U.S. $, except number of shares, per common share data, fleet and other financial data)
|
|||||||||||||
Time and voyage charter revenues
|
95,399
|
|
|
90,558
|
|
|
409,593
|
|
|
299,848
|
|
|
244,045
|
|
Voyage expenses
|
(27,340
|
)
|
|
(14,259
|
)
|
|
(9,853
|
)
|
|
(6,042
|
)
|
|
(20,959
|
)
|
|
68,059
|
|
|
76,299
|
|
|
399,740
|
|
|
293,806
|
|
|
223,086
|
|
Calendar days less scheduled off-hire days
|
2,059
|
|
|
1,994
|
|
|
4,245
|
|
|
3,352
|
|
|
3,901
|
|
Average daily TCE rate (to the closest $100)
|
33,100
|
|
|
38,300
|
|
|
94,200
|
|
|
87,700
|
|
|
57,200
|
|
•
|
merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of our 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;
|
•
|
We may be more vulnerable than our competitors with less debt to competitive pressures or a downturn in our industry or the economy generally; and
|
•
|
Our flexibility in obtaining additional financing, pursuing other business opportunities and responding to changing business and economic conditions may be limited.
|
•
|
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.
|
•
|
price and availability of crude oil and petroleum products;
|
•
|
increases in interest rates and other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
|
•
|
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;
|
•
|
negative global or regional economic or political conditions, particularly in LNG-consuming regions, which could reduce energy consumption or its growth;
|
•
|
decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other factors making consumption of natural gas less attractive;
|
•
|
any significant explosion, spill or other incident involving an LNG facility or carrier;
|
•
|
infrastructure constraints such as delays in the construction of liquefaction facilities, the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community or political action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism;
|
•
|
labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification;
|
•
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects; and
|
•
|
availability of new, alternative energy sources, including compressed natural gas.
|
•
|
price and availability of crude oil and petroleum products;
|
•
|
worldwide demand for natural gas;
|
•
|
the cost of exploration, development, production, transportation and distribution of natural gas;
|
•
|
expectations regarding future energy prices for both natural gas and other sources of energy;
|
•
|
the level of worldwide LNG production and exports;
|
•
|
government laws and regulations, including but not limited to environmental protection laws and regulations;
|
•
|
local and international political, economic and weather conditions;
|
•
|
political and military conflicts; or
|
•
|
the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing and consuming countries.
|
•
|
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.
|
•
|
prevailing economic and market conditions in the natural gas and energy markets;
|
•
|
negative global or regional economic or political conditions, particularly in LNG-consuming regions, which could reduce energy consumption or its growth;
|
•
|
declines in demand for LNG;
|
•
|
increases in the supply of vessel capacity operating in the spot/short-term market;
|
•
|
marine disasters; war, piracy or terrorism; environmental accidents; or inclement weather conditions;
|
•
|
mechanical failures or accidents involving any of our vessels; and
|
•
|
drydock scheduling and capital expenditures.
|
•
|
our existing shareholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for dividends payable on our common shares may decrease;
|
•
|
the relative voting strength of each previously outstanding common share may be diminished; and
|
•
|
the market price of our common shares may decline.
|
•
|
Capitalize on Golar's established reputation:
We are an experienced and professional provider of LNG mid-stream services that places value on operating to the highest industry standards of safety, reliability and environmental performance. We believe our strong technical capability and extensive commercial experience enables us to obtain attractive new business opportunities not readily available to other industry participants.
|
•
|
Operation of a high quality and modern LNG Carrier fleet:
We currently own and operate a fleet of high quality LNG Carriers with an average age of 2.6 years. Our ten recently delivered vessels all utilize state of the art technology and are configured to be very attractive to the chartering community with high performance specifications.
|
•
|
Maintain our leadership position in the provision of FSRUs:
We currently enjoy an industry leadership position in the development, delivery and operation of FSRUs based on an unblemished record of successful project delivery and highly reliable vessel operation. We will continue to work with our customers to identify and deliver new and profitable FSRU projects.
|
•
|
Utilize our industry expertise to develop new FLNG opportunities:
Our GoFLNG investment proposition is built around a sound technical and commercial offering, derived from structurally lower unit capital costs, shorter lead times and lower project execution risk profiles. GoFLNG allows smaller resource holders, developers and customers to enter the LNG business and occupy a legitimate space alongside the largest resource holders, major oil companies and world-scale LNG buyers. For the established LNG industry participants, the prospect of GoFLNG’s lower unit costs and risks provide an important and compelling alternative to the traditional giant land based projects especially in the current energy price environment, which we believe may well accelerate the pace of change.
|
•
|
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
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; and
|
•
|
shuttle carriers that regasify and discharge their cargos alongside.
|
Vessel Name
|
|
Initial Year of
Delivery
|
|
Capacity cubic metres.
|
|
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
|
|
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
|
Golar Penguin
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Crystal
(2)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Nigeria LNG
|
|
2016
|
|
n/a
|
Golar Bear
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Glacier
(3)
|
|
2014
|
|
162,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Frost
(2)
|
|
2014
|
|
160,000
|
|
MI
|
|
Membrane
|
|
Nigeria LNG
|
|
2016
|
|
n/a
|
Golar Snow
|
|
2015
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Ice
|
|
2015
|
|
160,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Golar Kelvin
|
|
2015
|
|
162,000
|
|
MI
|
|
Membrane
|
|
n/a
|
|
n/a
|
|
n/a
|
Abuja
(4)
|
|
1980
|
|
126,000
|
|
B
|
|
Moss
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newbuilding
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hull 2056 (
Golar Tundra
)
|
|
2015
|
|
170,000
|
|
MI
|
|
Membrane
(FSRU) |
|
n/a
|
|
n/a
|
|
n/a
|
(1)
|
As of April 24, 2015, we have one newbuild on order which is due for delivery in December 2015.
|
(2)
|
The
Golar Crystal
and the
Golar Frost
are in twelve month charters to Nigeria LNG Limited ("NLNG").
|
(3)
|
In
October 2014, the
Golar Glacier
was sold and leased back from 1401 Limited, a wholly-owned subsidiary of ICBC Finance Leasing Co. Ltd or ICBC
|
(4)
|
We acquired the LNG carrier
Abuja
from NLNG in April 2015. The vessel was first delivered to NLNG in 1980.
|
•
|
natural resource damages and related assessment costs;
|
•
|
real and personal property damages;
|
•
|
net loss of taxes, royalties, rents, profits or earnings capacity;
|
•
|
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources;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 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 Corporation
(1)
|
Marshall Islands
|
Owns
Gimi
|
Golar Hilli Corporation (89%)
(2)
|
Marshall Islands
|
Owns and operates
Hilli
|
Bluewater Gandria N.V.
|
Netherlands
|
Owns and operates
Golar Gandria
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Owns and operates Hull 2021 (
Golar Seal
)
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Owns and operates Hull 2022 (
Golar Crystal
)
|
Golar Hull M2023 Corporation
|
Marshall Islands
|
Owns and operates Hull 2023 (
Golar Penguin
)
|
Golar Hull M2026 Corporation
|
Marshall Islands
|
Owns and operates Hull 2026 (
Golar Celsius
)
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Owns and operates Hull 2027 (
Golar Bear
)
|
Golar Hull M2047 Corporation
|
Marshall Islands
|
Owns and operates Hull 2047 (
Golar Snow
)
|
Golar Hull M2048 Corporation
|
Marshall Islands
|
Owns and operates Hull 2048 (
Golar Ice
)
|
Golar LNG NB10 Corporation
(3)
|
Marshall Islands
|
Leases and operates Hull S658 (
Golar Glacier
)
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Owns and operates Hull S659 (
Golar Kelvin
)
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Owns and operates Hull 2055 (
Golar Frost
)
|
Golar LNG NB13 Corporation
|
Marshall Islands
|
Owns Hull 2056 (
Golar Tundra
)
|
Golar Commodities Limited
|
Bermuda
|
Trading company
|
Golar Abuja Corporation
(4)
|
Marshall Islands
|
Owns
Abuja
|
•
|
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 as a consequence of the deconsolidation, include:
|
•
|
A decrease in operating income and individual line items therein, in relation to Golar Partner's fleet; and
|
•
|
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, the
Golar Igloo
in March 2014 and more recently, the
Golar Eskimo
in January 2015.
|
•
|
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.
Three of our four vessels have recently been laid-up.
The
Gimi
(August 2010 - June 2011), the
Hilli
(April 2008 - April 2012) and the
Golar Gandria
(January 2012 to April 2012) experienced periods of time in lay- up. The
Gimi
was reactivated in June 2011 and the
Hilli
and the
Gandria
were reactivated in April 2012. However, the
Hilli
and the
Grandria
were again placed into lay-up, in April 2013 and the
Gimi
from January 2014. The
Hilli
entered the shipyard in September 2014 and commenced her retrofitting for FLNGV. Both the
Gimi
and the
Gandria
are currently in lay-up but have been earmarked for use in our FLNG vessel conversion projects. While in lay-up we benefit 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. Operating and Financial Review and Prospects-B. 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. 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 24, 2015, our fleet includes ten newbuild LNG carriers, all of which have been delivered to date. We have one remaining newbuilding commitment, an FSRU which is expected to be delivered in the second half of 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 April 2015, we acquired the vessel
Abuja
from Nigeria LNG
|
•
|
In 2010, we commenced a LNG trading business but ceased further activities during the third quarter of 2011, which negatively impacted our results for 2012.
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 charterers and to increase the number of our charterer 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 past sale of six of our vessels conducted with Golar Partners, in exchange for cash of approximately $1.9 billion, and our ability to secure charters of an appropriate duration to the dropdown;
|
•
|
our ability to obtain debt financing in respect of our capital commitments;
|
•
|
the effective and efficient technical management of our and Golar Partners' vessels;
|
•
|
our ability to obtain and maintain major international energy company approvals and to satisfy their technical, health, safety and compliance standards;
|
•
|
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; and
|
•
|
the success or failure of our expansion into the FLNG market.
|
•
|
employment of our vessels;
|
•
|
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 and equity 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;
|
•
|
equity in earnings of affiliates;
|
•
|
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, 2014 and 2013, and thus comparability to the year ended December 31, 2012. The key significant changes were as follows:
|
◦
|
decrease in operating income in relation to Golar Partners' 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 companies that own and operate the
Golar Maria
in February 2013 and
the
Golar Igloo
in March 2014, to Golar Partners, we recognized gains on disposal of $65.2 million in 2013 and $43.3 million in 2014, respectively;
|
◦
|
included in our operating revenues is $10.8 million and $9.3 million of management fee income in 2014 and 2013, respectively, from the provision of services to Golar Partners under our management and administrative services and fleet management agreements;
|
◦
|
dividend income of $27.2 million and $31.0 million in 2014 and 2013, respectively, 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 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 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 $9.9 million, $13.2 million and $3.4 million in 2014, 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 following their time in lay-up. We incurred mobilization costs of approximately $9.9 million in 2012;
|
•
|
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 our net income a gain of $1.5 million in 2014 and losses of $0.4 million and $1.6 million in 2013 and 2012, 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 $5.6 million and $4.4 million of commitment fees in 2014 and 2013, respectively;
|
•
|
Interest costs of $21.5 million , $22.5 million and $12.1 million were capitalized in 2014, 2013 and 2012, respectively in relation to newbuilds under construction, the FLNG conversion of the
Hilli
and the FSRU retrofitting of the
NR Satu
;
|
•
|
Our vessels not on long-term charters are affected by commercial waiting time, including our newbuildings and vessels in lay-up. During 2012, we had two vessels laid up: the
Hilli
(April 2008 - April 2012) and the
Golar Gandria
(January 2012 - April 2012). The
Hilli
and the
Golar Gandria
were reactivated in April 2012. However in April 2013, the
Hilli
and the
Gandria
were placed back into lay-up and the
Gimi
was laid-up from January 2014.
|
•
|
In addition, seven of our newbuildings (including the
Golar Igloo
, prior to her disposal to Golar Partners in March 2014), were delivered in 2014, all of which were affected by commercial waiting time;
|
•
|
The realized and unrealized gains and losses on mark-to-market adjustment for our derivative instruments of $63.0 million, $45.8 million and $11.0 million in 2014, 2013 and 2012, respectively and the impact of hedge accounting for certain of our interest rate and equity swap derivatives;
|
•
|
share options expense on options granted in 2014; and
|
•
|
project expenses such as the FLNG conversion.
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Total operating revenues
|
106,155
|
|
|
99,828
|
|
|
6,327
|
|
|
6
|
%
|
Voyage expenses
|
(27,340
|
)
|
|
(14,259
|
)
|
|
(13,081
|
)
|
|
92
|
%
|
•
|
$36.2 million revenue contributions in 2014 from our newbuildings despite a decline in charter rates and lower utilization levels. Five of our newbuildings were delivered in 2014 and two in 2013. There were no comparable income from our newbuildings in 2013;
|
•
|
$4.2 million revenue contribution from the
Golar Igloo
, following her delivery and the commencement of her charter with Kuwait Petroleum Company, or KNPC, in March 2014 and for the period prior to her disposal to Golar Partners in March 2014;
|
•
|
$2.4 million higher revenues from the
Golar Arctic
in 2014 compared to 2013, due to her scheduled drydocking in November 2013; and
|
•
|
higher management fee income of $10.8 million in 2014 from the provision of services to Golar Partners under our management and administrative services and fleet management agreements compared to $9.3 million in 2013.
|
•
|
An overall decline in charter rates and lower utilization levels of our vessels trading on the spot market or in lay-up more specifically for the
Golar Viking
and the
Gimi
. The
Gimi
entered in lay-up in January 2014. The total operating revenues generated by both vessels in 2014 were $4.8 million compared to $39.8 million in 2013; and
|
•
|
Reduction in revenues of $3.0 million in relation to the
Golar Maria
following her disposal to Golar Partners in February 2013.
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
|||
Calendar days less scheduled off-hire days
|
3,167
|
|
|
1,994
|
|
|
1,173
|
|
|
59
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average daily TCE rate (to the closest $100)
|
$
|
33,100
|
|
|
$
|
38,300
|
|
|
$
|
(5,200
|
)
|
|
(14
|
)%
|
(in thousands of $, except for average daily vessel operating costs)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Vessel operating expenses
|
49,570
|
|
|
43,750
|
|
|
5,820
|
|
|
13
|
%
|
|
|
|
|
|
|
|
|
||||
Average daily vessel operating costs
|
15,295
|
|
|
21,745
|
|
|
(6,450
|
)
|
|
(30
|
)%
|
•
|
Full year vessel operating expenses in 2014, in relation to our newbuildings, the
Golar Seal
and the
Golar Celsius
, delivered in October 2013, compared to approximately three months in 2013; and
|
•
|
Additional operating costs from our newbuildings, the
Golar Igloo
delivered in February 2014 (prior to her disposal to Golar Partners in March 2014), the
Golar Crystal
delivered in May 2014, the
Golar Bear
and the
Golar Penguin
delivered in September 2014, the
Golar Frost
and the
Golar Glacier
delivered in October 2014 and the
Golar Eskimo
delivered in December 2014. There were no comparable costs in 2013.
|
•
|
Lower operating costs in connection with our crewing pool, following the delivery of nine of our thirteen newbuilds, from October 2013 through to December 2014. Total operating costs in respect of our newbuild crewing pool in 2014 was $9.9 million compared to $13.2 million in 2013; and
|
•
|
Both the
Hilli
and the
Golar Gandria
entered into lay-up in April 2013 (the
Hilli
entered into the shipyard in September 2014 to commence her conversion to a FLNGV), followed by the
Gimi
in January 2014, resulting in lower operating costs.
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
19,203
|
|
|
22,816
|
|
|
(3,613
|
)
|
|
(16
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Depreciation and amortization
|
49,561
|
|
|
36,562
|
|
|
12,999
|
|
|
36
|
%
|
•
|
Full year depreciation and amortization charge on the
Golar Seal
and the
Golar Celsius
in 2014 compared to approximately three months in 2013 following their delivery in October 2013; and
|
•
|
Additional depreciation and amortization charges on our newbuildings, the
Golar Igloo
delivered in February 2014 (prior to her disposal to Golar Partners in March 2014), the
Golar Crystal
delivered in May 2014, the
Golar Bear
and the
Golar Penguin
delivered in September 2014, the
Golar Glacier
and the
Golar Frost
delivered in October 2014 and the
Golar Eskimo
delivered in December 2014. There were no comparable charges in 2013.
|
•
|
lower depreciation on the
Hilli
following the commencement of her conversion into a FLNGV resulting in suspension of depreciation from July 2014. We will recommence her depreciation after completion of her conversion, which is expected to be in 2017; and
|
•
|
no depreciation and amortization expense on the
Golar Maria
following her disposal to Golar Partners in February 2013.
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Impairment of long-term assets
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Gain on disposal to Golar Partners
|
43,287
|
|
|
65,619
|
|
|
(22,332
|
)
|
|
(34
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Other operating loss
|
(6,387
|
)
|
|
—
|
|
|
(6,387
|
)
|
|
100
|
%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Dividend income
|
27,203
|
|
|
30,960
|
|
|
(3,757
|
)
|
|
(12
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Other non-operating income (expenses)
|
281
|
|
|
(3,355
|
)
|
|
3,636
|
|
|
(108
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Interest income on high-yield bonds
|
—
|
|
|
1,972
|
|
|
(1,972
|
)
|
|
(100
|
)%
|
Interest income on short-term loan to third party
|
268
|
|
|
784
|
|
|
(516
|
)
|
|
(66
|
)%
|
Other interest income
|
448
|
|
|
793
|
|
|
(345
|
)
|
|
(44
|
)%
|
Interest Income
|
716
|
|
|
3,549
|
|
|
(2,833
|
)
|
|
(80
|
)%
|
Other debt related interest expense
|
(14,474
|
)
|
|
—
|
|
|
(14,474
|
)
|
|
100
|
%
|
Interest Expense
|
(14,474
|
)
|
|
—
|
|
|
(14,474
|
)
|
|
100
|
%
|
Mark-to-market adjustment for interest rate swaps
|
(28,996
|
)
|
|
56,461
|
|
|
(85,457
|
)
|
|
(151
|
)%
|
Interest expense on undesignated interest rate swaps
|
(20,424
|
)
|
|
(10,626
|
)
|
|
(9,798
|
)
|
|
92
|
%
|
Unrealized and realized (losses) gains on interest rate swaps
|
(49,420
|
)
|
|
45,835
|
|
|
(95,255
|
)
|
|
(208
|
)%
|
Market-to-market adjustments for equity derivatives
|
(13,657
|
)
|
|
—
|
|
|
(13,657
|
)
|
|
100
|
%
|
Mark-to-market adjustments for foreign currency derivatives
|
94
|
|
|
719
|
|
|
(625
|
)
|
|
(87
|
)%
|
Financing arrangement fees and other costs
|
(7,157
|
)
|
|
(5,632
|
)
|
|
(1,525
|
)
|
|
27
|
%
|
Other
|
(3,954
|
)
|
|
(2,703
|
)
|
|
(1,251
|
)
|
|
46
|
%
|
Other Financial Items, net
|
(74,094
|
)
|
|
38,219
|
|
|
(112,313
|
)
|
|
(294
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Income taxes
|
(1,114
|
)
|
|
(3,404
|
)
|
|
2,290
|
|
|
(67
|
)%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Share of net earnings in Golar Partners
|
18,319
|
|
|
14,678
|
|
|
3,641
|
|
|
25
|
%
|
Share of net earnings in other affiliates
|
1,089
|
|
|
1,143
|
|
|
(54
|
)
|
|
(5
|
)%
|
|
19,408
|
|
|
15,821
|
|
|
3,587
|
|
|
23
|
%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Net income attributable to non-controlling interests
|
1,655
|
|
|
—
|
|
|
1,655
|
|
|
100
|
%
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
Administrative expenses
|
|
64
|
|
|
136
|
|
|
(72
|
)
|
|
(53
|
)%
|
Depreciation
|
|
250
|
|
|
309
|
|
|
(59
|
)
|
|
(19
|
)%
|
Other operating gains and losses
|
|
(1,317
|
)
|
|
—
|
|
|
(1,317
|
)
|
|
100
|
%
|
Other non-operating income
|
|
(718
|
)
|
|
—
|
|
|
(718
|
)
|
|
(100
|
)%
|
Net financial expenses
|
|
252
|
|
|
—
|
|
|
252
|
|
|
(100
|
)%
|
Net (income) loss
|
|
(1,469
|
)
|
|
445
|
|
|
(1,914
|
)
|
|
(430
|
)%
|
(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
,
Golar 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 rate (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 of $2.2 million in relation to our newbuildings, the
Golar Seal
and
Golar Celsius
, 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 January 2015, we sold 7,170,000 common units of Golar Partners at a price of $29.90 per unit and received $207.4 million from the completion of the offering;
|
•
|
In January 2015, we sold our equity interests in the company that owns and operates the FSRU,
Golar Eskimo
, to Golar Partners for the purchase price of $390 million. As consideration, Golar Partners assumed $162.8 million of bank debt in respect of the
Golar Eskimo
, obtained a $220 million vendor financing loan from us and paid us the balance of $7.2 million in cash;
|
•
|
In February 2015, Golar Partners made a cash distribution of $0.5625 per unit in respect of the quarter ended December 31, 2014, of which we received $12.6 million in relation to our interests in the common units, subordinated units, 2% general partner interest and IDRs, held at the record date;
|
•
|
In January 2015, we paid $13.9 million (net of $0.6 million insurance cover) to Nakilat to settle the
Golar Viking
legal claim;
|
•
|
Payments for our FLNGV conversions are made in installments in accordance with our contract with Keppel. We received $4.5 million from Keppel as shareholder loans to finance the
Hilli
conversion. $203 million of conversion payment is due within the year ended December 31, 2015. Of this amount, $11.7 million has been paid as of April 24, 2015;
|
•
|
Payments for our newbuildings are made in installments in accordance with our contracts with the shipyards. $548.3 million of newbuild installments are due within the year ended December 31, 2015. Of this amount, $396.1 million has been paid as of April 24, 2015;
|
•
|
As of April 24, 2015, we have made $105.3 million of scheduled debt repayments during 2015. This included $82.0 million of early repayment for the Golar Viking facility prior to her sale to Equinox in February 2015;
|
•
|
In March 2015, we paid a dividend of $0.45 per share to our shareholders for the quarter ended December 31, 2014. The dividend paid totalled $42.0 million; and
|
•
|
In March 2015, we paid $4.0 million as deposit for the purchase of the
Abuja
from Nigeria LNG Limited. In April 2015, we made a final payment of $16.0 million on taking delivery of
Abuja
.
|
•
|
In February 16, 2015, we sold the LNG carrier, the
Golar Viking
, to Equinox at a sale price of $135 million. In conjunction with the above vessel disposal, we provided a bridge loan facility of $80 million to Equinox to fund the purchase.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
(in millions of $)
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
24.9
|
|
|
67.7
|
|
|
233.8
|
|
Net cash used in investing activities
|
(1,429.3
|
)
|
|
(533.1
|
)
|
|
(290.7
|
)
|
Net cash provided by financing activities
|
1,470.5
|
|
|
166.0
|
|
|
414.7
|
|
Net increase (decrease) in cash and cash equivalents
|
66.1
|
|
|
(299.4
|
)
|
|
357.8
|
|
Cash and cash equivalents at beginning of year
|
125.3
|
|
|
424.7
|
|
|
66.9
|
|
Cash and cash equivalents at end of year
|
191.4
|
|
|
125.3
|
|
|
424.7
|
|
•
|
higher installment payments made in respect of our newbuilds, following the delivery of seven newbuilds (including the
Golar
Igloo
prior to her disposal to Golar Partners in March 2014);
|
•
|
milestone payments of $313.6 million relating to the FLNG conversion of the
Hilli
;
|
•
|
payments to other long-term assets of $49.9 million relating to long lead items ordered in preparation for the conversion of the
Gimi
to a FLNGV;
|
•
|
increases in restricted cash and short-term investments of $48.0 million primarily due to a cash collateral provided against our total return equity swap we entered into in December 2014; and
|
•
|
a short term loan of $20 million we granted to Golar Partners.
|
•
|
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.
|
•
|
a $841.5 million drawn down under our $1.125 billion facility to fund the final installment payments of the
Golar Igloo, Golar Crystal, Golar Penguin, Golar Bear, Golar Frost and Golar Eskimo
less payment of $18.7 million of related financing costs. The debt in relation to the
Golar Igloo
was assumed by Golar Partners on its acquisition of the company that owns and operates the vessel in March 2014. The debt in relation to the
Golar Eskimo
was classified under liabilities held-for-sale in our consolidated balance sheet;
|
•
|
net proceeds of $660.9 million received from our June 2014 equity offering of 12,650,000 shares of our common stock, which included 1,650,000 common shares purchased pursuant to the Underwriters' option to purchase additional common shares. The issue price was $54.0 per share;
|
•
|
a $185.6 million draw down under ICBC finance leasing arrangement to fund the final installment payment of the
Golar Glacier
by its owner, 1401 Limited;
|
•
|
proceeds from the new Golar Arctic facility of $87.5 million, which was used to repay the existing Golar Arctic facility due in January 2015;
|
•
|
$67.6 million draw down from the short term facility to fund the LNG cargo trade during the first quarter of 2014. This was paid subsequently in April 2014 with the receipt of $71.6 million upon settlement of the related LNG cargo trade receivable; and
|
•
|
proceeds of $40.6 million as shareholder loans from KSI and B&V to fund the
Hilli
conversion.
|
•
|
payment of dividends during the year of $156.0 million; and
|
•
|
repayment of short-term and long-term debts (including debt due to related party) of $239.9 million.
|
•
|
$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 revolving credit 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.
|
(in thousands of $)
|
2014
|
|
|
Maturity date
|
Golar Arctic facility
|
87,500
|
|
|
2019
|
Golar Viking facility
|
82,000
|
|
|
2017
|
Convertible bonds
|
238,037
|
|
|
2017
|
Hilli shareholder loans:
|
|
|
|
|
Keppel loan
|
35,572
|
|
|
2027
|
B&V loan
|
5,000
|
|
|
2027
|
$1.125 billion facility:
|
|
|
|
|
- Golar Seal facility
|
117,273
|
|
|
2018/2025*
|
- Golar Celsius facility
|
117,721
|
|
|
2018/2025*
|
- Golar Crystal facility
|
122,602
|
|
|
2018/2025*
|
- Golar Penguin facility
|
128,885
|
|
|
2018/2025*
|
- Golar Bear facility
|
129,299
|
|
|
2018/2025*
|
- Golar Frost facility
|
131,298
|
|
|
2018/2025*
|
ICBC Finance Leasing Arrangement:
|
|
|
|
|
- Golar Glacier facility (Junior/Senior facility)
|
185,600
|
|
|
2016/2024*
|
|
1,380,787
|
|
|
|
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
|
Date
|
Vessel
|
$1.125 billion facility
|
Amount drawn
|
October 2013
|
Golar Seal
|
$133.2 million
|
$127.9 million
|
October 2013
|
Golar Celsius
|
$133.2 million
|
$128.4 million
|
As at December 2013
|
|
$266.4 million
|
$256.3 million
|
|
|
|
|
May 2014
|
Golar Crystal
|
$133.2 million
|
$127.9 million
|
September 2014
|
Golar Penguin
|
$133.2 million
|
$128.9 million
|
September 2014
|
Golar Bear
|
$133.2 million
|
$129.3 million
|
October 2014
|
Golar Frost
|
$134.8 million
|
$131.3 million
|
February 2014
|
Golar Igloo*
|
$161.3 million
|
$161.3 million
|
December 2014
|
Golar Eskimo**
|
$162.8 million
|
$162.8 million
|
As at December 2014
|
|
$858.5 million
|
$841.5 million
|
(in thousands of $)
|
April 24, 2015
|
|
December 31, 2014
|
Payable within 8 months to December 31, 2015
|
173,130
|
|
202,800
|
Payable within 2016
|
164,000
|
|
163,500
|
Payable within 2017
|
194,000
|
|
192,900
|
|
531,130
|
|
559,200
|
(in millions of $)
|
April 24, 2015
|
|
|
December 31, 2014
|
|
2015
|
152.2
|
|
|
548.3
|
|
|
152.2
|
|
|
548.3
|
|
•
|
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 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.
|
•
|
Management, having the authority to approve the action, commits to a plan to sell the entity to be sold
|
•
|
The entity to be sold is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such entities to be sold
|
•
|
An active program to locate a buyer or buyers and other actions required to complete the plan to sell the entity to be sold have been initiated
|
•
|
The sale of the entity to be sold is probable, and transfer of the entity to be sold is expected to qualify for recognition as a completed sale within one year (some exceptions may apply)
|
•
|
The entity to be sold is being actively marketed for sale at a price that is reasonable in relation to its current fair value
|
•
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn
|
(in millions of $)
|
Total
Obligation
|
|
|
Due in 2015
|
|
|
Due in 2016 – 2017
|
|
|
Due in 2018 – 2019
|
|
|
Due Thereafter
|
|
Long-Term Debt
|
1,380.8
|
|
|
83.8
|
|
|
474.5
|
|
|
211.9
|
|
|
610.6
|
|
Interest commitments on long-term debt - floating and other interest rate swaps (1) (2)
|
429.2
|
|
|
79.5
|
|
|
137.5
|
|
|
118.4
|
|
|
93.8
|
|
Operating Lease Obligations (3)
|
91.7
|
|
|
27.9
|
|
|
62.1
|
|
|
1.6
|
|
|
0.1
|
|
Purchase Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newbuildings (4)
|
548.3
|
|
|
548.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Egyptian Venture (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
FLNGV conversion (6)
|
559.2
|
|
|
202.8
|
|
|
356.4
|
|
|
—
|
|
|
—
|
|
Other Long-Term Liabilities (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
3,009.2
|
|
|
942.3
|
|
|
1,030.5
|
|
|
331.9
|
|
|
704.5
|
|
(1)
|
As of December 31, 2014, 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 remaining facilities in connection with our newbuildings and maturity of certain swaps in 2015.
|
(2)
|
Our interest commitment on our long-term debt is calculated based on an assumed average USD LIBOR of 1.79% and taking into account our various margin rates and interest rate swaps associated with each debt. Included in the calculation is our interest commitment on the Golar Viking facility which we repaid early in January 2015 in connection with the sale of the
Golar Viking
to Equinox.
|
(3)
|
The above table includes operating lease payments to Golar Partners relating to the Option Agreement entered into in connection with the disposal of the
Golar Grand
in November 2012. In the event that the charterer does not renew or extend its charter beyond February 2015, Golar Partners has the option to require us to charter the vessel through to October 2017. Golar Partners exercised this option in February 2015
|
(4)
|
The total contract cost of our newbuildings was approximately $2.1 billion of which, as of December 31, 2014, $0.5 billion remains payable in 2015.
|
(5)
|
As at December 31, 2014, 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 the Egyptian Natural Gas Holding Company, or 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.
|
(6)
|
This refers to our committed costs for the completion of the conversion of the
Hilli
into a FLNGV. It does not include the
Gimi
since that vessel has not yet entered into conversion and we have an option to terminate the contract until November 2015 for a defined fee.
|
(7)
|
Our Consolidated Balance Sheet as of December 31, 2014, includes $75.4 million classified as "Other long-term liabilities" of which $38.7 million represents liabilities under our pension plans and $19.3 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 30”Other Long-Term Liabilities” to our Consolidated Financial Statements for additional information regarding our other long-term liabilities.
|
Name
|
|
Age
|
|
Position
|
Sir Frank Chapman
|
|
61
|
|
Chairman of our board of directors and Director
|
Kate Blankenship
|
|
50
|
|
Director and Audit Committee member
|
Tor Olav Trøim
|
|
52
|
|
Director
|
Carl Steen
|
|
66
|
|
Director and Audit Committee member
|
Daniel Rabun
|
|
60
|
|
Director
|
Fredrik Halvorsen
|
|
41
|
|
Director
|
Andrew Whalley
|
|
48
|
|
Director and Company Secretary
|
Name
|
|
Age
|
|
Position
|
Gary Smith
|
|
60
|
|
Chief Executive Officer – Golar Management
|
Oistein Dahl
|
|
54
|
|
Chief Operating Officer and Managing Director of GWM
|
Brian Tienzo
|
|
41
|
|
Chief Financial Officer – Golar Management
|
Hugo Skar
|
|
47
|
|
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
|
||||
Sir Frank Chapman
|
—
|
|
|
—
|
|
|
400,000
|
|
|
$
|
57.60
|
|
|
2016
|
Kate Blankenship
|
(1
|
)
|
|
(1
|
)
|
|
17,500
|
|
|
$
|
4.17
|
|
|
2016
|
|
|
|
|
|
8,251
|
|
|
$
|
6.98
|
|
|
2016
|
||
|
|
|
|
|
2,750
|
|
|
$
|
2.98
|
|
|
2015
|
||
|
|
|
|
|
75,000
|
|
|
$
|
57.60
|
|
|
2019
|
||
Tor Olav Trøim
|
(2
|
)
|
|
(2
|
)
|
|
8,251
|
|
|
$
|
6.98
|
|
|
2016
|
|
|
|
|
|
2,750
|
|
|
$
|
2.98
|
|
|
2015
|
||
|
|
|
|
|
150,000
|
|
|
$
|
57.60
|
|
|
2019
|
||
Brian Tienzo
|
—
|
|
|
—
|
|
|
11,797
|
|
|
$
|
6.98
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
6,766
|
|
|
$
|
2.98
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|
$
|
57.60
|
|
|
2015
|
Oistein Dahl
|
—
|
|
|
—
|
|
|
25,000
|
|
|
$
|
25.95
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
$
|
57.60
|
|
|
2019
|
Hugo Skar
|
—
|
|
|
—
|
|
|
5,458
|
|
|
$
|
2.98
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
$
|
57.60
|
|
|
2019
|
|
|
|
|
||
|
|
Common Shares
|
|||
Owner
|
|
Number
|
Percent
|
||
Capital Research Global Investors (1)
|
|
11,426,771
|
|
12.2
|
%
|
FMR LLC (2)
|
|
8,519,060
|
|
9.1
|
%
|
(in thousands of $)
|
|
2014
|
|
|
Transactions with Golar Partners and subsidiaries:
|
|
|
|
|
Management and administrative services fees income (i)
|
|
2,877
|
|
|
Ship management fees income (ii)
|
|
7,746
|
|
|
Total
|
|
10,623
|
|
|
(in thousands of $)
|
|
2014
|
|
|
Trading balances due from Golar Partners and affiliates (iii)
|
|
13,337
|
|
|
Methane Princess Lease security deposits movements (iv)
|
|
(3,486
|
)
|
|
Short-term debt due from Golar Partners (v)
|
|
20,000
|
|
|
|
|
29,851
|
|
|
•
|
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, or 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 IDRs, 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 IDRs pro rata, until each unit holder receives a total of $0.5775 per unit for that quarter, or 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 IDRs, pro rata.
|
(in thousands of $)
|
2014
|
|
Frontline Ltd and subsidiaries
|
34
|
|
Seatankers Management Company Limited
|
(112
|
)
|
Ship Finance AS
|
116
|
|
Seadrill Ltd
|
(5
|
)
|
Golar Wilhelmsen
|
(7,031
|
)
|
(in thousands of $)
|
2014
|
|
Golar Wilhelmsen
|
(1,394
|
)
|
|
|
|
|
|
Nasdaq
|
||||||
|
|
|
|
|
High
|
|
|
Low
|
|
||
Year ended December 31
|
|
|
|
|
|
|
|
||||
2014
|
|
|
|
|
$
|
74.44
|
|
|
$
|
31.21
|
|
2013
|
|
|
|
|
$
|
41.55
|
|
|
$
|
30.51
|
|
2012
|
|
|
|
|
$
|
47.82
|
|
|
$
|
31.71
|
|
2011
|
|
|
|
|
$
|
45.59
|
|
|
$
|
14.77
|
|
2010
|
|
|
|
|
$
|
15.94
|
|
|
$
|
9.42
|
|
|
|
|
Nasdaq
|
||||||||
|
|
|
|
|
High
|
|
|
Low
|
|
||
Quarter ended
|
|
|
|
|
|
|
|
||||
Second quarter 2015 (1)
|
|
|
|
|
$
|
37.26
|
|
|
$
|
32.97
|
|
First quarter 2015
|
|
|
|
|
$
|
37.24
|
|
|
$
|
27.72
|
|
Fourth quarter 2014
|
|
|
|
|
$
|
67.17
|
|
|
$
|
31.21
|
|
Third quarter 2014
|
|
|
|
|
$
|
74.44
|
|
|
$
|
57.55
|
|
Second quarter 2014
|
|
|
|
|
$
|
60.39
|
|
|
$
|
39.93
|
|
First quarter 2014
|
|
|
|
|
$
|
43.94
|
|
|
$
|
33.35
|
|
Fourth quarter 2013
|
|
|
|
|
$
|
40.37
|
|
|
$
|
33.07
|
|
Third quarter 2013
|
|
|
|
|
$
|
39.92
|
|
|
$
|
30.51
|
|
Second quarter 2013
|
|
|
|
|
$
|
37.79
|
|
|
$
|
31.22
|
|
First quarter 2013
|
|
|
|
|
$
|
41.55
|
|
|
$
|
34.28
|
|
•
|
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 20, 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.
|
Purchase, Sale and Contribution Agreement, dated December 5, 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 Igloo
.
|
3.
|
Purchase, Sale and Contribution Agreement, dated December 22, 2014, 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 Eskimo
.
|
4.
|
Memorandum of Agreement, dated December 19, 2014, by and between Golar LNG Ltd. and
P
T Perusahaan Pelayaran Equinox
, providing for, among other things, the sale of the
Golar Viking
.
|
5.
|
Engineering, Procurement and Construction agreement, dated May 22, 2014 by and between Golar Hilli Corporation and Keppel Shipyard Limited.
|
6.
|
Engineering, Procurement and Construction agreement, dated October 27, 2014 by and between Golar Gimi Corporation and Keppel Shipyard Limited.
|
7.
|
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.
|
Supplemental 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 $1.125 billion facility, dated July 25, 2013.
|
9.
|
Second Supplemental 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 $1.125 billion facility, dated August 28, 2014.
|
10.
|
Third Supplemental Agreement between Golar Hull M021 Corp, Golar Hull M026 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 $1.125 billion facility, dated December 11, 2014.
|
11.
|
Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Limited and Golar LNG Partners LP.
|
12.
|
Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Limited and Golar LNG Partners LP.
|
13.
|
$20.0 Million Revolving Credit Agreement dated April 11, 2011 by and between Golar LNG Limited and Golar LNG Partners LP, as amended by supplemental deed dated April 29, 2015.
|
•
|
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 GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Fiscal year ended December 31, 2014
|
$
|
1,046,950
|
|
Fiscal year ended December 31, 2013
|
$
|
1,027,801
|
|
Fiscal year ended December 31, 2014
|
$
|
660,419
|
|
Fiscal year ended December 31, 2013
|
$
|
9,689
|
|
Fiscal year ended December 31, 2014
|
$
|
—
|
|
Fiscal year ended December 31, 2013
|
$
|
14,842
|
|
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
|
|
|
As of December 31, 2014
|
3,500,000
|
|
|
$
|
40.39
|
|
|
3,500,000
|
|
|
5,000,000
|
|
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.
|
1.5**
|
Amended Bye-Laws of Golar LNG Limited dated September 20, 2013, incorporated by reference to Exhibit 3.1 to the Company's Report of Foreign Issuer on Form 6-K filed on July 1, 2014.
|
1.6*
|
Certificate of deposit of memorandum of increase of share capital of Golar LNG Limited registered November 6, 2014
|
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, incorporated by reference to Exhibit 4.4 of the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2013.
|
4.5**
|
Bond Agreement dated March 5, 2012 between Golar LNG Ltd and Norsk Tillitsmann ASA as bond trustee, incorporated by reference to Exhibit 4.3 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2012.
|
4.6**
|
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.
|
4.7*
|
Purchase, Sale and Contribution Agreement, dated January 20, 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
.
|
4.8*
|
Purchase, Sale and Contribution Agreement, dated December 5, 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 Igloo
.
|
4.9*
|
Purchase, Sale and Contribution Agreement, dated December 22, 2014, 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 Eskimo
.
|
4.10*
|
Memorandum of Agreement, dated December 19, 2014, by and between Golar LNG Ltd. and
P
T Perusahaan Pelayaran Equinox
, providing for, among other things, the sale of the
Golar Viking
.
|
4.11**
|
Engineering, Procurement and Construction agreement, dated May 22, 2014 by and between Golar Hilli Corporation and Keppel Shipyard Limited, incorporated by reference to Exhibit 5.1 to the registrant’s Report of Foreign Issuer on Form 6-K filed on September 4, 2014.
|
4.12*
|
Engineering, Procurement and Construction agreement, dated October 27, 2014 by and between Golar Gimi Corporation and Keppel Shipyard Limited.
|
4.13**
|
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, incorporated by reference to Exhibit 4.9 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2013.
|
4.14*
|
Supplemental 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 $1.125 billion facility, dated October 1, 2013.
|
4.15*
|
Second Supplemental 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 $1.125 billion facility, dated August 28, 2014.
|
4.16*
|
Third Supplemental 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 $1.125 billion facility, dated December 11, 2014.
|
4.17*
|
Letter Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited.
|
4.18*
|
Loan Agreement, dated as of January 20, 2015, by and between Golar LNG Partners LP and Golar LNG Limited.
|
4.19*
|
$20.0 Million Revolving Credit Agreement dated April 11, 2011 by and between Golar LNG Limited and Golar LNG Partners LP.
|
4.20*
|
Supplemental Deed between Golar LNG Partners LP and Golar LNG Limited for the $20 million Revolving Credit Facility dated as of April 29, 2015.
|
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 - Ernst & Young LLP.
|
15.2*
|
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
|
15.3*
|
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.
|
15.4*
|
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.
|
99.1*
|
Letter from PricewaterhouseCoopers LLP addressed to the SEC regarding the disclosure provided in Item 16F.
|
|
Golar LNG Limited
|
||
|
(Registrant)
|
||
|
|
||
Date
|
April 30, 2015
|
By
|
/s/ Brian Tienzo
|
|
|
Brian Tienzo
|
|
|
|
Principal Financial and Accounting Officer
|
|
Page
|
Audited Consolidated Statements of Operations for the years ended December 31,
2014, 2013 and 2012
|
|
Audited Consolidated Statements of Cash Flows for the years ended December 31,
2014, 2013 and 2012
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
London, United Kingdom
|
|
April 30, 2015
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
London, United Kingdom
|
|
April 30, 2015
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Operating revenues
|
|
|
|
|
|
|
|
||||||
Time and voyage charter revenues
|
|
|
95,399
|
|
|
90,558
|
|
|
409,593
|
|
|||
Vessel and other management fees*
|
|
|
10,756
|
|
|
9,270
|
|
|
752
|
|
|||
Total operating revenues
|
|
|
106,155
|
|
|
99,828
|
|
|
410,345
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||||
Vessel operating expenses
|
|
|
49,570
|
|
|
43,750
|
|
|
86,672
|
|
|||
Voyage expenses
|
|
|
27,340
|
|
|
14,259
|
|
|
9,853
|
|
|||
Administrative expenses
|
|
|
19,267
|
|
|
22,952
|
|
|
25,013
|
|
|||
Depreciation and amortization
|
|
|
49,811
|
|
|
36,871
|
|
|
85,524
|
|
|||
Impairment of long-term assets
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|||
Total operating expenses
|
|
|
146,488
|
|
|
118,332
|
|
|
207,562
|
|
|||
Gain on disposals*
|
7
|
|
43,783
|
|
|
65,619
|
|
|
—
|
|
|||
Other operating loss
|
|
|
(6,387
|
)
|
|
—
|
|
|
—
|
|
|||
Other operating gains (losses) - LNG trade
|
|
|
1,317
|
|
|
—
|
|
|
(27
|
)
|
|||
Operating (loss) income
|
|
|
(1,620
|
)
|
|
47,115
|
|
|
202,756
|
|
|||
Other non-operating income
|
|
|
|
|
|
|
|
||||||
Gain on loss of control
|
6
|
|
—
|
|
|
—
|
|
|
853,996
|
|
|||
Gain on business acquisition
|
8
|
|
—
|
|
|
—
|
|
|
4,084
|
|
|||
Dividend income*
|
|
|
27,203
|
|
|
30,960
|
|
|
—
|
|
|||
Other non-operating income (expense)
|
|
|
281
|
|
|
(3,355
|
)
|
|
(151
|
)
|
|||
Total other non-operating income
|
|
|
27,484
|
|
|
27,605
|
|
|
857,929
|
|
|||
Financial (expenses) income
|
|
|
|
|
|
|
|
|
|||||
Interest income
|
|
|
716
|
|
|
3,549
|
|
|
2,819
|
|
|||
Interest expense
|
|
|
(14,474
|
)
|
|
—
|
|
|
(31,924
|
)
|
|||
Other financial items, net
|
11
|
|
(74,094
|
)
|
|
38,219
|
|
|
(13,763
|
)
|
|||
Net financial (expenses) income
|
|
|
(87,852
|
)
|
|
41,768
|
|
|
(42,868
|
)
|
|||
(Loss) income before equity in net earnings (losses) of affiliates, income taxes and noncontrolling interests
|
|
|
(61,988
|
)
|
|
116,488
|
|
|
1,017,817
|
|
|||
Income taxes
|
12
|
|
1,114
|
|
|
3,404
|
|
|
(2,765
|
)
|
|||
Equity in net earnings (losses) of affiliates
|
15
|
|
19,408
|
|
|
15,821
|
|
|
(609
|
)
|
|||
Net (loss) income
|
|
|
(41,466
|
)
|
|
135,713
|
|
|
1,014,443
|
|
|||
Net income attributable to noncontrolling interests
|
|
|
(1,655
|
)
|
|
—
|
|
|
(43,140
|
)
|
|||
Net (loss) income attributable to Golar LNG Ltd
|
|
(43,121
|
)
|
|
135,713
|
|
|
971,303
|
|
||||
(Loss) earnings per share attributable to Golar LNG Ltd stockholders
Per common share amounts:
|
|
|
|
|
|
|
|
|
|||||
(Loss) earnings – Basic
|
13
|
|
$
|
(0.50
|
)
|
|
$
|
1.69
|
|
|
$
|
12.09
|
|
(Loss) earnings – Diluted
|
13
|
|
$
|
(0.50
|
)
|
|
$
|
1.59
|
|
|
$
|
11.66
|
|
Cash dividends declared and paid
|
|
$
|
1.80
|
|
|
$
|
1.35
|
|
|
$
|
1.93
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
|
|
(41,466
|
)
|
|
135,713
|
|
|
1,014,443
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
(Losses) gains associated with pensions, net of tax
|
31
|
|
(2,520
|
)
|
|
5,078
|
|
|
(2,323
|
)
|
Unrealized net gain on qualifying cash flow hedging instruments
(1)
|
34
|
|
6,493
|
|
|
5,010
|
|
|
1,547
|
|
Unrealized gain on investments in available-for-sale securities
|
24
|
|
7,955
|
|
|
1,885
|
|
|
5,911
|
|
Other comprehensive income
|
34
|
|
11,928
|
|
|
11,973
|
|
|
5,135
|
|
Comprehensive (loss) income
|
|
|
(29,538
|
)
|
|
147,686
|
|
|
1,019,578
|
|
Comprehensive (loss) income attributable to:
|
|
|
|
|
|
|
|
|||
Stockholders of Golar LNG Limited
|
|
|
(31,193
|
)
|
|
147,686
|
|
|
978,532
|
|
Non-controlling interests
|
|
|
1,655
|
|
|
—
|
|
|
41,046
|
|
Comprehensive (loss) income
|
|
|
(29,538
|
)
|
|
147,686
|
|
|
1,019,578
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
|
191,410
|
|
|
125,347
|
|
Restricted cash and short-term investments
|
23
|
|
74,162
|
|
|
23,432
|
|
Trade accounts receivable
|
16
|
|
4,419
|
|
|
81
|
|
Other receivables, prepaid expenses and accrued income
|
17
|
|
17,498
|
|
|
14,574
|
|
Amounts due from related parties
|
36
|
|
9,967
|
|
|
6,311
|
|
Short-term debt due from related party
|
36
|
|
20,000
|
|
|
—
|
|
Inventories
|
|
|
8,317
|
|
|
11,951
|
|
Vessel held-for-sale
|
21
|
|
132,110
|
|
|
—
|
|
Assets held-for-sale
|
21
|
|
284,955
|
|
|
—
|
|
Total current assets
|
|
|
742,838
|
|
|
181,696
|
|
Long-term assets
|
|
|
|
|
|
||
Restricted cash
|
23
|
|
425
|
|
|
3,111
|
|
Investment in available-for-sale securities
|
24
|
|
275,307
|
|
|
267,352
|
|
Investments in affiliates
|
15
|
|
335,372
|
|
|
350,918
|
|
Cost method investments
|
25
|
|
204,172
|
|
|
204,172
|
|
Newbuildings
|
18
|
|
344,543
|
|
|
767,525
|
|
Asset under development
|
19
|
|
345,205
|
|
|
—
|
|
Vessels and equipment, net
|
20
|
|
1,648,888
|
|
|
811,715
|
|
Deferred charges
|
22
|
|
26,801
|
|
|
24,484
|
|
Other non-current assets
|
26
|
|
68,442
|
|
|
54,248
|
|
Total assets
|
|
|
3,991,993
|
|
|
2,665,221
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
29
|
|
116,431
|
|
|
30,784
|
|
Trade accounts payable
|
|
|
10,811
|
|
|
12,728
|
|
Accrued expenses
|
27
|
|
31,124
|
|
|
22,787
|
|
Amounts due to related parties
|
36
|
|
—
|
|
|
363
|
|
Other current liabilities*
|
28
|
|
46,923
|
|
|
23,912
|
|
Liabilities held-for-sale
|
21
|
|
164,401
|
|
|
—
|
|
Total current liabilities
|
|
|
369,690
|
|
|
90,574
|
|
Long-term liabilities
|
|
|
|
|
|
||
Long-term debt
|
29
|
|
1,264,356
|
|
|
636,244
|
|
Long-term debt due to related parties
|
29
|
|
—
|
|
|
50,000
|
|
Other long-term liabilities
|
30
|
|
75,440
|
|
|
84,266
|
|
Total liabilities
|
|
|
1,709,486
|
|
|
861,084
|
|
Commitments and Contingencies (see notes 37 and 38)
EQUITY
|
|
|
|
|
|
|
|
Share capital 93,414,672 common shares
of $1.00 each issued and outstanding (2013: 80,579,295) |
33
|
|
93,415
|
|
|
80,580
|
|
Additional paid-in capital
|
|
|
1,311,861
|
|
|
656,018
|
|
Contributed surplus
|
|
|
200,000
|
|
|
200,000
|
|
Accumulated other comprehensive gain (loss)
|
|
|
5,171
|
|
|
(6,757
|
)
|
Retained earnings
|
|
|
670,405
|
|
|
874,296
|
|
Total stockholders' equity
|
|
|
2,280,852
|
|
|
1,804,137
|
|
Non-controlling interests
|
4
|
|
1,655
|
|
|
—
|
|
Total equity
|
|
|
2,282,507
|
|
|
1,804,137
|
|
Total liabilities and equity
|
|
|
3,991,993
|
|
|
2,665,221
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Operating activities
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
|
|
(41,466
|
)
|
|
135,713
|
|
|
1,014,443
|
|
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
|
49,811
|
|
|
36,871
|
|
|
85,524
|
|
Amortization of deferred charges and debt guarantee
|
|
|
2,459
|
|
|
1,120
|
|
|
1,900
|
|
Equity in net (earnings) losses of affiliates
|
|
|
(19,408
|
)
|
|
(15,821
|
)
|
|
609
|
|
Gain on disposals to Golar Partners (including amortization of deferred gain)
|
7
|
|
(43,783
|
)
|
|
(65,619
|
)
|
|
—
|
|
Gain on loss of control
|
6
|
|
—
|
|
|
—
|
|
|
(853,996
|
)
|
Gain on business acquisition
|
8
|
|
—
|
|
|
—
|
|
|
(4,084
|
)
|
Loss on disposal of fixed assets
|
|
|
—
|
|
|
—
|
|
|
151
|
|
Dividend income from available-for-sale and cost investments recognized in operating income
|
|
|
(27,203
|
)
|
|
(30,960
|
)
|
|
—
|
|
Dividends received
|
|
|
61,967
|
|
|
64,198
|
|
|
125
|
|
Loss on disposal of available-for-sale securities
|
|
|
—
|
|
|
754
|
|
|
—
|
|
Gain on disposal of high yield bond in Golar Partners
|
|
|
—
|
|
|
(841
|
)
|
|
—
|
|
Compensation cost related to stock options
|
|
|
1,619
|
|
|
500
|
|
|
1,357
|
|
Net foreign exchange losses (gain)
|
|
|
1,314
|
|
|
(277
|
)
|
|
11,905
|
|
Amortization of deferred tax benefits on intra-group transfers
|
|
|
(3,488
|
)
|
|
(3,487
|
)
|
|
(7,257
|
)
|
Impairment of long-term assets
|
|
|
500
|
|
|
500
|
|
|
500
|
|
Drydocking expenditure
|
|
|
(8,947
|
)
|
|
(4,248
|
)
|
|
(20,939
|
)
|
Interest element included in obligations under capital leases
|
|
|
—
|
|
|
—
|
|
|
401
|
|
Change in assets and liabilities, net of effects from the sale of
Golar Maria
and
Golar Igloo
:
|
|
|
|
|
|
|
|
|||
Trade accounts receivable
|
|
|
(10,533
|
)
|
|
304
|
|
|
2,256
|
|
Inventories
|
|
|
(809
|
)
|
|
(10,137
|
)
|
|
167
|
|
Prepaid expenses, accrued income and other assets
|
|
|
27,612
|
|
|
(50,877
|
)
|
|
(7,600
|
)
|
Amounts due from/to related companies
|
|
|
(6,003
|
)
|
|
3,497
|
|
|
(1,021
|
)
|
Trade accounts payable
|
|
|
(1,746
|
)
|
|
2,525
|
|
|
(520
|
)
|
Accrued expenses
|
|
|
13,802
|
|
|
3,349
|
|
|
10,668
|
|
Other current liabilities (1)
|
|
|
29,175
|
|
|
658
|
|
|
(779
|
)
|
Net cash provided by operating activities
|
|
|
24,873
|
|
|
67,722
|
|
|
233,810
|
|
Investing activities
|
|
|
|
|
|
|
|
|||
Additions to vessels and equipment
|
|
|
(2,359
|
)
|
|
(802
|
)
|
|
(97,228
|
)
|
Additions to newbuildings
|
|
|
(1,150,669
|
)
|
|
(733,353
|
)
|
|
(245,759
|
)
|
Additions on asset under development
|
|
|
(313,645
|
)
|
|
—
|
|
|
—
|
|
Investment in subsidiary, net of cash acquired
|
8
|
|
—
|
|
|
—
|
|
|
(19,438
|
)
|
Cash effect of the deconsolidation of Golar Partners
|
|
|
—
|
|
|
—
|
|
|
(85,467
|
)
|
Vendor refinancing - loan repayment from Golar Partners
|
|
|
—
|
|
|
—
|
|
|
155,000
|
|
Proceeds from disposal of investments in available-for-sale securities
|
|
|
—
|
|
|
99,210
|
|
|
—
|
|
Additions to available-for-sale-securities
|
|
|
—
|
|
|
(12,400
|
)
|
|
(173
|
)
|
Additions to investments
|
|
|
—
|
|
|
(5,649
|
)
|
|
—
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Investing activities continued
|
|
|
|
|
|
|
|
|||
Short-term loan granted to third party
|
|
|
—
|
|
|
(11,960
|
)
|
|
—
|
|
Repayment of short-term loan granted to third party
|
|
|
—
|
|
|
2,469
|
|
|
—
|
|
Proceeds from disposals to Golar Partners, net of cash disposed
|
|
|
155,319
|
|
|
119,927
|
|
|
—
|
|
Proceeds from disposal of high yield bond in Golar Partners
|
|
|
—
|
|
|
34,483
|
|
|
—
|
|
Short-term loan to Golar Partners
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
|
—
|
|
Additions to other long-term assets
|
|
|
(49,873
|
)
|
|
—
|
|
|
—
|
|
Repayment of short-term loan granted to Golar Partners
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
Proceeds from disposal of fixed assets
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Restricted cash and short-term investments
|
|
|
(48,043
|
)
|
|
(24,992
|
)
|
|
2,325
|
|
Net cash used in investing activities
|
|
|
(1,429,270
|
)
|
|
(533,067
|
)
|
|
(290,700
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|||
Proceeds from short-term debt
|
|
|
67,559
|
|
|
—
|
|
|
—
|
|
Proceeds from long-term debt (including related parties)
|
29
|
|
1,155,187
|
|
|
306,358
|
|
|
642,241
|
|
Repayments of obligations under capital leases
|
|
|
—
|
|
|
—
|
|
|
(6,288
|
)
|
Repayments of short-term and long-term debt (including related parties)
|
29
|
|
(239,903
|
)
|
|
(9,400
|
)
|
|
(325,166
|
)
|
Financing costs paid
|
|
|
(18,672
|
)
|
|
(22,612
|
)
|
|
(7,842
|
)
|
Cash dividends paid
|
|
|
(155,996
|
)
|
|
(108,976
|
)
|
|
(175,904
|
)
|
Non-controlling interest dividends
|
36
|
|
—
|
|
|
—
|
|
|
(32,082
|
)
|
Proceeds from exercise of share options (including disposal of treasury shares)
|
|
|
1,338
|
|
|
608
|
|
|
2,613
|
|
Proceeds from issuance of equity
|
33
|
|
660,947
|
|
|
—
|
|
|
—
|
|
Proceeds from issuance of equity in Golar Partners to non-controlling interests
|
32
|
|
—
|
|
|
—
|
|
|
317,119
|
|
Net cash provided by financing activities
|
|
|
1,470,460
|
|
|
165,978
|
|
|
414,691
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
66,063
|
|
|
(299,367
|
)
|
|
357,801
|
|
Cash and cash equivalents at beginning of period
|
|
|
125,347
|
|
|
424,714
|
|
|
66,913
|
|
Cash and cash equivalents at end of period
|
|
|
191,410
|
|
|
125,347
|
|
|
424,714
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
|
11,372
|
|
|
—
|
|
|
35,798
|
|
Income taxes paid
|
|
|
1,372
|
|
|
1,322
|
|
|
1,671
|
|
|
Notes
|
|
Share Capital
|
|
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, 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
|
32
|
|
—
|
|
|
50,753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266,366
|
|
|
317,119
|
|
Impact of transfer of
NR Satu
into Golar Partners
|
32
|
|
—
|
|
|
85,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,781
|
)
|
|
—
|
|
Impact of transfer of
Golar Grand
into Golar Partners
|
32
|
|
—
|
|
|
88,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,319
|
)
|
|
—
|
|
Deconsolidation of Golar Partners
|
6
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,989
|
|
|
—
|
|
|
(179,285
|
)
|
|
(170,296
|
)
|
Other comprehensive income (loss)
|
34
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
34
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,973
|
|
|
—
|
|
|
—
|
|
|
11,973
|
|
Balance at December 31, 2013
|
|
|
80,580
|
|
|
656,018
|
|
|
200,000
|
|
|
(6,757
|
)
|
|
874,296
|
|
|
—
|
|
|
1,804,137
|
|
Net (loss) income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,121
|
)
|
|
1,655
|
|
|
(41,466
|
)
|
Dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,996
|
)
|
|
—
|
|
|
(155,996
|
)
|
Exercise of share options
|
|
|
185
|
|
|
1,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,338
|
|
Grant of share options
|
|
|
—
|
|
|
1,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,619
|
|
Net proceeds from issuance of shares
|
32
|
|
12,650
|
|
|
648,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
660,947
|
|
Other comprehensive income
|
34
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,928
|
|
|
—
|
|
|
—
|
|
|
11,928
|
|
Balance at December 31, 2014
|
|
|
93,415
|
|
|
1,307,087
|
|
|
200,000
|
|
|
5,171
|
|
|
675,179
|
|
|
1,655
|
|
|
2,282,507
|
|
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
|
•
|
Management, having the authority to approve the action, commits to a plan to sell the vessel;
|
•
|
The non-current asset or subsidiaries are available for immediate sale in its present condition subject only to terms that are usual and customary for such sales;
|
•
|
An active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
|
•
|
The sale is highly probable; and
|
•
|
The transfer is expected to qualify for recognition as a completed sale, within one year.
|
3.
|
SUBSIDIARIES
|
Name
|
Jurisdiction of Incorporation
|
Purpose
|
Golar LNG 1460 Corporation (1)
|
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 Corporation (89%)**
|
Marshall Islands
|
Owns
Hilli
|
Bluewater Gandria N.V.
|
Netherlands
|
Owns and Operates
Golar Gandria
|
Golar Hull M2021 Corporation
|
Marshall Islands
|
Owns and operates
Golar Seal
|
Golar Hull M2022 Corporation
|
Marshall Islands
|
Owns and operates
Golar Crystal
|
Golar Hull M2023 Corporation
|
Marshall Islands
|
Owns and operates
Golar Penguin
|
Golar Hull M2024 Corporation
|
Marshall Islands
|
Owns and operates
Golar Eskimo
|
Golar Hull M2026 Corporation
|
Marshall Islands
|
Owns and operates
Golar Celsius
|
Golar Hull M2027 Corporation
|
Marshall Islands
|
Owns and operates G
olar 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
|
Leases
Golar Glacier
|
Golar LNG NB11 Corporation
|
Marshall Islands
|
Owns Hull S659 (
Golar Kelvin
)
|
Golar LNG NB12 Corporation
|
Marshall Islands
|
Owns and operates
Golar Frost
|
Golar LNG NB13 Corporation
|
Marshall Islands
|
Owns Hull 2056 (
Golar Tundra
)
|
Golar Eskimo Corporation (1)
|
Marshall Islands
|
Owns Hull M2024 Corporation
|
Golar Commodities Limited
|
Bermuda
|
Trading company
|
4.
|
VARIABLE INTEREST ENTITY ("VIE")
|
|
2014 (in $ thousands)
|
2015 (in $ thousands)
|
2016 (in $ thousands)
|
2017 (in $ thousands)
|
2018 (in $ thousands)
|
Golar Glacier
|
4,263
|
17,100
|
17,147
|
17,100
|
17,100
|
5.
|
RECENTLY ISSUED ACCOUNTING STANDARDS
|
•
|
The entity to be sold is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such entities to be sold;
|
•
|
An active program to locate a buyer or buyers and other actions required to complete the plan to sell the entity to be sold have been initiated;
|
•
|
The sale of the entity to be sold is probable, and transfer of the entity to be sold is expected to qualify for recognition as a completed sale within one year (some exceptions may apply); and
|
•
|
The entity to be sold is being actively marketed for sale at a price that is reasonable in relation to its current fair value;
|
•
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
6.
|
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
|
|
7.
|
DISPOSALS TO GOLAR PARTNERS
|
(in thousands of $)
|
Golar Igloo
|
|
Cash consideration received
(1)
|
156,001
|
|
Carrying value of the assets sold to Golar Partners
|
(112,714
|
)
|
Gain on disposal
|
43,287
|
|
(in thousands of $)
|
Golar Maria
|
|
Cash consideration received
(2)
|
127,900
|
|
Carrying value of the assets sold to Golar Partners
|
(45,630
|
)
|
Gain on disposal
|
82,270
|
|
Deferred gain on sale (note 30)
|
(17,114
|
)
|
Gain recognized on sale
|
65,156
|
|
8.
|
BUSINESS ACQUISITION
|
(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
|
|
9.
|
SEGMENTAL INFORMATION
|
•
|
Vessel Operations – We own and subsequently charter out LNG carriers and FSRUs on fixed terms to customers. We aggregate our vessel operations into one reportable segment as they exhibit similar expected long-term financial performance.
|
•
|
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.
|
•
|
FLNG - In 2014, we ordered our first floating liquefaction natural gas ("FLNG") vessel based on the conversion of our existing LNG carrier, the
Hilli
and in December 2014, we signed an agreement for the conversion of the LNG carrier, the
Golar Gimi
to a FLNGV. Our first FLNG vessel is expected to be delivered in 2017. The costs associated with the conversion of the FLNG vessel has been considered as a separate segment.
|
(in thousands of $)
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||
|
Vessel operations
|
|
LNG
Trading
|
|
FLNG*
|
|
Total
|
|
|
Vessel
operations
|
|
LNG
Trading
|
|
Total
|
|
|
Vessel
operations
|
|
LNG
Trading
|
|
Total
|
|
Time and voyage charter revenues
|
95,399
|
|
—
|
|
—
|
|
95,399
|
|
|
90,558
|
|
—
|
|
90,558
|
|
|
409,593
|
|
—
|
|
409,593
|
|
Vessel and other management fees
|
10,756
|
|
—
|
|
—
|
|
10,756
|
|
|
9,270
|
|
—
|
|
9,270
|
|
|
752
|
|
—
|
|
752
|
|
Vessel and voyage operating expenses
|
(76,910
|
)
|
—
|
|
—
|
|
(76,910
|
)
|
|
(58,009
|
)
|
—
|
|
(58,009
|
)
|
|
(96,525
|
)
|
—
|
|
(96,525
|
)
|
Administrative expenses
|
(19,203
|
)
|
(64
|
)
|
—
|
|
(19,267
|
)
|
|
(22,816
|
)
|
(136
|
)
|
(22,952
|
)
|
|
(23,973
|
)
|
(1,040
|
)
|
(25,013
|
)
|
Impairment of long-term assets
|
(500
|
)
|
—
|
|
—
|
|
(500
|
)
|
|
(500
|
)
|
—
|
|
(500
|
)
|
|
(500
|
)
|
—
|
|
(500
|
)
|
Depreciation and amortization
|
(49,561
|
)
|
(250
|
)
|
—
|
|
(49,811
|
)
|
|
(36,562
|
)
|
(309
|
)
|
(36,871
|
)
|
|
(85,187
|
)
|
(337
|
)
|
(85,524
|
)
|
Other operating loss
|
(6,387
|
)
|
—
|
|
—
|
|
(6,387
|
)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
Other operating gains (losses) - LNG trade
|
—
|
|
1,317
|
|
—
|
|
1,317
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(27
|
)
|
(27
|
)
|
Gain on disposals to Golar Partners (including amortization of deferred gain)
|
43,783
|
|
—
|
|
—
|
|
43,783
|
|
|
65,619
|
|
—
|
|
65,619
|
|
|
—
|
|
—
|
|
—
|
|
Operating (loss) income
|
(2,623
|
)
|
1,003
|
|
—
|
|
(1,620
|
)
|
|
47,560
|
|
(445
|
)
|
47,115
|
|
|
204,160
|
|
(1,404
|
)
|
202,756
|
|
Other non-operating income (loss)
|
26,766
|
|
718
|
|
—
|
|
27,484
|
|
|
27,605
|
|
—
|
|
27,605
|
|
|
858,080
|
|
(151
|
)
|
857,929
|
|
Net financial (expenses) income
|
(87,600
|
)
|
(252
|
)
|
—
|
|
(87,852
|
)
|
|
41,768
|
|
—
|
|
41,768
|
|
|
(42,864
|
)
|
(4
|
)
|
(42,868
|
)
|
Income taxes
|
1,114
|
|
—
|
|
—
|
|
1,114
|
|
|
3,404
|
|
—
|
|
3,404
|
|
|
(2,765
|
)
|
—
|
|
(2,765
|
)
|
Equity in net earnings (losses) of affiliates
|
19,408
|
|
—
|
|
—
|
|
19,408
|
|
|
15,821
|
|
—
|
|
15,821
|
|
|
(609
|
)
|
—
|
|
(609
|
)
|
Net (loss) income
|
(42,935
|
)
|
1,469
|
|
—
|
|
(41,466
|
)
|
|
136,158
|
|
(445
|
)
|
135,713
|
|
|
1,016,002
|
|
(1,559
|
)
|
1,014,443
|
|
Non-controlling interests
|
(1,655
|
)
|
—
|
|
—
|
|
(1,655
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(43,140
|
)
|
—
|
|
(43,140
|
)
|
Net (loss) income attributable to Golar LNG Ltd
|
(44,590
|
)
|
1,469
|
|
—
|
|
(43,121
|
)
|
|
136,158
|
|
(445
|
)
|
135,713
|
|
|
972,862
|
|
(1,559
|
)
|
971,303
|
|
Total assets
|
3,990,658
|
|
1,335
|
|
360,120
|
|
3,991,993
|
|
|
2,664,953
|
|
268
|
|
2,665,221
|
|
|
2,413,564
|
|
835
|
|
2,414,399
|
|
Investment in affiliates
|
335,372
|
|
—
|
|
—
|
|
335,372
|
|
|
350,918
|
|
—
|
|
350,918
|
|
|
367,656
|
|
—
|
|
367,656
|
|
Capital expenditures
|
1,202,901
|
|
—
|
|
313,645
|
|
1,516,546
|
|
|
734,155
|
|
—
|
|
734,155
|
|
|
342,987
|
|
—
|
|
342,987
|
|
(in thousands of $)
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Gdf Suez Gas
|
—
|
|
|
—
|
%
|
|
10,015
|
|
|
11
|
%
|
|
22,326
|
|
|
5
|
%
|
Major Japanese trading Company
|
55,975
|
|
|
59
|
%
|
|
47,744
|
|
|
53
|
%
|
|
38,992
|
|
|
9
|
%
|
Commodity trading and logistics house
|
15,761
|
|
|
17
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Eni Spa
|
—
|
|
|
—
|
%
|
|
8,912
|
|
|
10
|
%
|
|
2,480
|
|
|
1
|
%
|
Petrobras*
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
90,321
|
|
|
22
|
%
|
Dubai Supply Authority*
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
45,951
|
|
|
11
|
%
|
Pertamina*
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
35,455
|
|
|
9
|
%
|
Qatar Gas Transport Company*
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
23,006
|
|
|
6
|
%
|
BG Group plc*
|
—
|
|
|
—
|
%
|
|
13,114
|
|
|
14
|
%
|
|
96,179
|
|
|
23
|
%
|
PT Nusantara Regas*
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
38,789
|
|
|
9
|
%
|
Revenues (in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Brazil*
|
|
—
|
|
|
—
|
|
|
90,321
|
|
United Arab Emirates*
|
|
—
|
|
|
—
|
|
|
45,951
|
|
Indonesia*
|
|
—
|
|
|
—
|
|
|
38,789
|
|
Kuwait**
|
|
4,182
|
|
|
—
|
|
|
—
|
|
10.
|
IMPAIRMENT OF LONG-TERM ASSETS
|
Vessel
|
2014 Market value
(1)
|
2014 Carrying value
|
Deficit
|
Golar Arctic
|
136,000
|
156,000
|
20,000
|
11.
|
OTHER FINANCIAL ITEMS, NET
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Mark-to-market adjustment for interest rate swap derivatives (see note 35)
|
(28,996
|
)
|
|
56,461
|
|
|
1,223
|
|
Interest rate swap cash settlements (see note 35)
|
(20,424
|
)
|
|
(10,626
|
)
|
|
(12,258
|
)
|
Mark-to-market adjustment for equity derivatives (see note 35)
|
(13,657
|
)
|
|
—
|
|
|
—
|
|
Mark-to-market adjustment for foreign currency derivatives (see note 35)
|
94
|
|
|
719
|
|
|
6,485
|
|
Foreign exchange loss on capital lease obligations and related restricted cash, net
|
—
|
|
|
—
|
|
|
(5,645
|
)
|
Financing arrangement fees and other costs
|
(7,157
|
)
|
|
(5,632
|
)
|
|
(1,766
|
)
|
Amortization of deferred financing costs and debt guarantee
|
(2,459
|
)
|
|
(1,120
|
)
|
|
(1,900
|
)
|
Foreign exchange (loss) gain on operations
|
(1,200
|
)
|
|
(1,583
|
)
|
|
94
|
|
Other
|
(295
|
)
|
|
—
|
|
|
4
|
|
|
(74,094
|
)
|
|
38,219
|
|
|
(13,763
|
)
|
12.
|
TAXATION
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Current tax (credit) expense:
|
|
|
|
|
|
|||
U.K.
|
2,212
|
|
|
(27
|
)
|
|
2,101
|
|
Indonesia
|
—
|
|
|
—
|
|
|
6,828
|
|
Brazil
|
—
|
|
|
—
|
|
|
1,002
|
|
Total current (credit) tax expense
|
2,212
|
|
|
(27
|
)
|
|
9,931
|
|
Deferred tax expense:
|
|
|
|
|
|
|
||
U.K.
|
161
|
|
|
110
|
|
|
91
|
|
Amortization of tax benefit arising on intra-group transfers of long-term assets (see note 30)
|
(3,487
|
)
|
|
(3,487
|
)
|
|
(7,257
|
)
|
Total income tax (credit) expense
|
(1,114
|
)
|
|
(3,404
|
)
|
|
2,765
|
|
|
|
Year ended December 31
|
|||||||
(In thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Income taxes at statutory rate
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of deferred tax benefit on intra-group transfers of long-term assets
|
|
(3,487
|
)
|
|
(3,487
|
)
|
|
(7,257
|
)
|
Effect of adjustments in respect of current tax in prior periods
|
|
1,411
|
|
|
(188
|
)
|
|
953
|
|
Effect of taxable income in various countries
|
|
962
|
|
|
271
|
|
|
9,069
|
|
Total tax (credit) expense
|
|
(1,114
|
)
|
|
(3,404
|
)
|
|
2,765
|
|
(in thousands of $)
|
2014
|
|
2013
|
Deferred tax assets, gross and net (see note 26)
|
260
|
|
421
|
13.
|
EARNINGS PER SHARE
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Net (loss) income attributable to Golar LNG Ltd stockholders – basic
|
(43,121
|
)
|
|
135,713
|
|
|
971,303
|
|
Add: Interest expense on convertible bonds
|
—
|
|
|
—
|
|
|
11,358
|
|
Net (loss) income attributable to Golar LNG Ltd stockholders - diluted
|
(43,121
|
)
|
|
135,713
|
|
|
982,661
|
|
(in thousands)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Basic earnings per share:
|
|
|
|
|
|
|||
Weighted average number of common shares outstanding
|
87,013
|
|
|
80,530
|
|
|
80,324
|
|
|
|
|
|
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
87,013
|
|
|
80,530
|
|
|
80,324
|
|
Effect of dilutive share options
|
—
|
|
|
381
|
|
|
380
|
|
Effect of dilutive convertible bonds
|
—
|
|
|
4,545
|
|
|
3,539
|
|
Common stock and common stock equivalents
|
87,013
|
|
|
85,456
|
|
|
84,243
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Basic
|
$
|
(0.50
|
)
|
|
$
|
1.69
|
|
|
$
|
12.09
|
|
Diluted
|
$
|
(0.50
|
)
|
|
$
|
1.59
|
|
|
$
|
11.66
|
|
14.
|
OPERATING LEASES
|
Year ending December 31,
|
Total
|
|
(in thousands of $)
|
|
|
2015
|
10,341
|
|
2016 and thereafter
|
—
|
|
Total
|
10,341
|
|
15.
|
INVESTMENTS IN AFFILIATES
|
|
2014
|
|
|
2013
|
|
Golar Partners
(1)
|
25.4
|
%
|
|
25.4
|
%
|
Egyptian Company for Gas Services S.A.E ("ECGS")
|
50
|
%
|
|
50
|
%
|
Golar Wilhelmsen Management AS ("Golar Wilhelmsen")
|
60
|
%
|
|
60
|
%
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Cost
|
374,729
|
|
|
374,729
|
|
Dividend
|
(68,127
|
)
|
|
(33,363
|
)
|
Equity in net earnings of other affiliates
|
28,141
|
|
|
8,698
|
|
Share of other comprehensive income in affiliate
|
629
|
|
|
854
|
|
Equity in net assets of affiliates
|
335,372
|
|
|
350,918
|
|
(in thousands of $)
|
December 31, 2014
|
December 31, 2013
|
||||||||||
|
Golar Wilhelmsen
|
|
ECGS
|
|
Golar Partners
|
|
Golar Wilhelmsen
|
|
ECGS
|
|
Golar Partners
|
|
Balance Sheet
|
|
|
|
|
|
|
||||||
Current assets
|
2,096
|
|
37,159
|
|
141,556
|
|
4,422
|
|
38,365
|
|
136,379
|
|
Non-current assets
|
5
|
|
3,224
|
|
1,814,646
|
|
6
|
|
156
|
|
1,584,840
|
|
Current liabilities
|
1,044
|
|
28,711
|
|
277,874
|
|
3,312
|
|
25,934
|
|
241,072
|
|
Non-current liabilities
|
—
|
|
20
|
|
1,076,589
|
|
400
|
|
1,183
|
|
910,020
|
|
Non-controlling interest
|
—
|
|
—
|
|
67,618
|
|
—
|
|
—
|
|
70,777
|
|
|
|
|
|
|
|
|
||||||
Statement of Operations
|
|
|
|
|
|
|
||||||
Revenue
|
6,732
|
|
78,946
|
|
396,026
|
|
5,957
|
|
75,309
|
|
329,190
|
|
Net income
|
479
|
|
1,508
|
|
184,735
|
|
695
|
|
1,318
|
|
150,819
|
|
|
|
|
|
|
|
|
16.
|
TRADE ACCOUNTS RECEIVABLE
|
17.
|
OTHER RECEIVABLES, PREPAID EXPENSES AND ACCRUED INCOME
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Prepaid expenses
|
3,119
|
|
|
1,236
|
|
Other receivables
|
12,102
|
|
|
12,968
|
|
Corporation tax receivable
|
2,277
|
|
|
370
|
|
|
17,498
|
|
|
14,574
|
|
18.
|
NEWBUILDINGS
|
(in thousands of $)
|
|
|
2014
|
|
2013
|
|
Purchase price installments
|
|
|
312,160
|
|
718,851
|
|
Interest costs capitalized
|
|
|
17,806
|
|
30,825
|
|
Other costs capitalized
|
|
|
14,577
|
|
17,849
|
|
|
|
|
344,543
|
|
767,525
|
|
19.
|
ASSET UNDER DEVELOPMENT
|
(in thousands of $)
|
2014
|
|
Purchase price installments
|
344,386
|
|
Interest costs capitalized
|
443
|
|
Other costs capitalized
|
376
|
|
|
345,205
|
|
20.
|
VESSELS AND EQUIPMENT, NET
|
(in thousands of $)
|
2014
|
|
2013
|
|
Cost
|
1,813,170
|
|
1,043,439
|
|
Accumulated depreciation
|
(164,282
|
)
|
(231,724
|
)
|
Net book value
|
1,648,888
|
|
811,715
|
|
21.
|
HELD FOR SALE
|
(in thousands of $)
|
As of December 31, 2014
|
|
ASSETS
|
|
|
Current assets
|
|
|
Other receivables, prepaid expenses and accrued income
|
196
|
|
Inventories
|
266
|
|
Total current assets
|
462
|
|
|
|
|
Non-current assets
|
|
|
Vessels and equipment, net
|
280,284
|
|
Deferred charges
|
4,209
|
|
Total non-current assets
|
284,493
|
|
Total assets
|
284,955
|
|
|
|
|
LIABILITIES
|
|
|
Current liabilities
|
|
|
Current portion of long-term debt
|
(13,569
|
)
|
Trade accounts payable
|
(419
|
)
|
Accrued expenses
|
(786
|
)
|
Amounts due to related parties
|
(366
|
)
|
Total current liabilities
|
(15,140
|
)
|
|
|
|
Non-current liabilities
|
|
|
Long-term debt
|
(149,261
|
)
|
Total non-current liabilities
|
(149,261
|
)
|
Total liabilities
|
(164,401
|
)
|
22.
|
DEFERRED CHARGES
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
Debt arrangement fees and other deferred financing charges
|
|
32,903
|
|
27,845
|
|
Accumulated amortization
|
|
(6,102
|
)
|
(3,361
|
)
|
|
|
26,801
|
|
24,484
|
|
23.
|
RESTRICTED CASH AND SHORT-TERM INVESTMENTS
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Restricted cash relating to share repurchase forward swap (see note 35)
|
46,051
|
|
|
—
|
|
Restricted cash in relation to the
Golar Viking
|
25,000
|
|
|
—
|
|
Restricted cash relating to projects
|
3,111
|
|
|
26,543
|
|
Restricted cash relating to office lease
|
425
|
|
|
—
|
|
Total restricted cash
|
74,587
|
|
|
26,543
|
|
Less: Amounts included in short-term restricted cash and short-term investments
|
74,162
|
|
|
23,432
|
|
Long-term restricted cash
|
425
|
|
|
3,111
|
|
24.
|
INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Golar Partners (see note 6)
|
275,307
|
|
|
267,352
|
|
25.
|
COST METHOD INVESTMENTS
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Golar Partners
|
196,825
|
|
|
196,825
|
|
OLT Offshore LNG Toscana S.p.A ("OLT–O")
|
7,347
|
|
|
7,347
|
|
|
204,172
|
|
|
204,172
|
|
26.
|
OTHER NON-CURRENT ASSETS
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Deferred tax asset (see note 12)
|
260
|
|
|
421
|
|
Mark-to-market interest rate swaps valuation (see note 35)
|
12,603
|
|
|
46,827
|
|
Other long-term assets
|
55,579
|
|
|
7,000
|
|
|
68,442
|
|
|
54,248
|
|
27.
|
ACCRUED EXPENSES
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Vessel operating and drydocking expenses
|
13,443
|
|
|
6,890
|
|
Administrative expenses
|
6,054
|
|
|
6,105
|
|
Interest expense
|
11,627
|
|
|
9,792
|
|
|
31,124
|
|
|
22,787
|
|
28.
|
OTHER CURRENT LIABILITIES
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Deferred drydocking, operating cost and charterhire revenue
|
9,514
|
|
|
7,724
|
|
Mark-to-market interest rate swaps valuation (see note 35)
|
3,038
|
|
|
11,401
|
|
Mark-to-market currency swaps valuation (see note 35)
|
—
|
|
|
729
|
|
Mark-to-market equity swaps valuation (see note 35)
|
13,656
|
|
|
—
|
|
Deferred tax benefit arising on intra-group transfer of long-term assets (see note 30)
|
3,487
|
|
|
3,487
|
|
Provision in relation to
Golar Viking
claim (see note 38)
|
13,848
|
|
|
—
|
|
Guarantees issued to Golar Partners (see note 6)
|
2,246
|
|
|
—
|
|
Other
|
1,134
|
|
|
571
|
|
|
46,923
|
|
|
23,912
|
|
29.
|
DEBT
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Total long-term debt due to third parties
|
1,380,787
|
|
|
667,028
|
|
Total long-term debt due to related parties
|
—
|
|
|
50,000
|
|
Total long-term debt (including related parties)
|
1,380,787
|
|
|
717,028
|
|
Less: current portion of long-term debt due to third parties and related parties
|
(116,431
|
)
|
|
(30,784
|
)
|
Long-term debt (including related parties)
|
1,264,356
|
|
|
686,244
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
Maturity date
|
World Shipholding revolving credit facility (a related party)
|
—
|
|
|
50,000
|
|
|
2015
|
Golar Arctic facility
|
87,500
|
|
|
91,250
|
|
|
2019
|
Golar Viking facility
|
82,000
|
|
|
86,400
|
|
|
2017
|
Convertible bonds
|
238,037
|
|
|
233,020
|
|
|
2017
|
Hilli shareholder loans:
|
|
|
|
|
|
||
Keppel loan
|
35,572
|
|
|
—
|
|
|
2027
|
B&V loan
|
5,000
|
|
|
—
|
|
|
2027
|
$1.125 billion facility:
|
|
|
|
|
|
||
- Golar Seal facility
|
117,273
|
|
|
127,935
|
|
|
2018/2025*
|
- Golar Celsius facility
|
117,721
|
|
|
128,423
|
|
|
2018/2025*
|
- Golar Crystal facility
|
122,602
|
|
|
—
|
|
|
2018/2025*
|
- Golar Penguin facility
|
128,885
|
|
|
—
|
|
|
2018/2025*
|
- Golar Bear facility
|
129,299
|
|
|
—
|
|
|
2018/2025*
|
- Golar Frost facility
|
131,298
|
|
|
—
|
|
|
2018/2025*
|
ICBC Finance Leasing Arrangement:
|
|
|
|
|
|
||
- Golar Glacier facility (Junior/Senior facility)
|
185,600
|
|
|
—
|
|
|
2016/2024*
|
|
1,380,787
|
|
|
717,028
|
|
|
|
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
|
Date
|
Vessel
|
$1.125 billion facility
|
Amount drawn down
|
October 2013
|
Golar Seal
|
$133.2 million
|
$127.9 million
|
October 2013
|
Golar Celsius
|
$133.2 million
|
$128.4 million
|
As at December 2013
|
|
$266.4 million
|
$256.3 million
|
|
|
|
|
May 2014
|
Golar Crystal
|
$133.2 million
|
$127.9 million
|
September 2014
|
Golar Penguin
|
$133.2 million
|
$128.9 million
|
September 2014
|
Golar Bear
|
$133.2 million
|
$129.3 million
|
October 2014
|
Golar Frost
|
$134.8 million
|
$131.3 million
|
February 2014
|
Golar Igloo*
|
$161.3 million
|
$161.3 million
|
December 2014
|
Golar Eskimo**
|
$162.8 million
|
$162.8 million
|
As at December 2014
|
|
$858.5 million
|
$841.5 million
|
30.
|
OTHER LONG-TERM LIABILITIES
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Deferred gain on sale of
Golar Maria
(see note 7)
|
15,650
|
|
|
16,660
|
|
Tax benefits on intra-group transfers of long-term assets (see note 12)
|
1,717
|
|
|
5,204
|
|
Pension obligations (see note 31)
|
38,670
|
|
|
35,645
|
|
Guarantees issued to Golar Partners (see note 6)
|
19,271
|
|
|
22,369
|
|
Other
|
132
|
|
|
4,388
|
|
|
75,440
|
|
|
84,266
|
|
31.
|
PENSIONS
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Employers' contributions
|
684
|
|
|
533
|
|
|
570
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Service cost
|
369
|
|
|
468
|
|
|
429
|
|
Interest cost
|
2,359
|
|
|
2,159
|
|
|
2,361
|
|
Expected return on plan assets
|
(984
|
)
|
|
(918
|
)
|
|
(920
|
)
|
Recognized actuarial loss
|
998
|
|
|
1,415
|
|
|
1,273
|
|
Net periodic benefit cost
|
2,742
|
|
|
3,124
|
|
|
3,143
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Reconciliation of benefit obligation:
|
|
|
|
||
Benefit obligation at January 1
|
50,564
|
|
|
54,291
|
|
Service cost
|
369
|
|
|
468
|
|
Interest cost
|
2,359
|
|
|
2,159
|
|
Actuarial loss (gain)
|
3,700
|
|
|
(3,513
|
)
|
Foreign currency exchange rate changes
|
(686
|
)
|
|
164
|
|
Benefit payments
|
(3,140
|
)
|
|
(3,005
|
)
|
Benefit obligation at December 31
|
53,166
|
|
|
50,564
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Reconciliation of fair value of plan assets:
|
|
|
|
||
Fair value of plan assets at January 1
|
14,919
|
|
|
14,194
|
|
Actual return on plan assets
|
896
|
|
|
1,127
|
|
Employer contributions
|
2,459
|
|
|
2,426
|
|
Foreign currency exchange rate changes
|
(638
|
)
|
|
177
|
|
Benefit payments
|
(3,140
|
)
|
|
(3,005
|
)
|
Fair value of plan assets at December 31
|
14,496
|
|
|
14,919
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Projected benefit obligation
|
(53,166
|
)
|
|
(50,564
|
)
|
Fair value of plan assets
|
14,496
|
|
|
14,919
|
|
Funded status (1)
|
(38,670
|
)
|
|
(35,645
|
)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
(in thousands of $)
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
|
UK Scheme
|
|
|
Marine Scheme
|
|
|
Total
|
|
Projected benefit obligation
|
(11,163
|
)
|
|
(42,003
|
)
|
|
(53,166
|
)
|
|
(10,256
|
)
|
|
(40,308
|
)
|
|
(50,564
|
)
|
Fair value of plan assets
|
10,383
|
|
|
4,113
|
|
|
14,496
|
|
|
9,622
|
|
|
5,297
|
|
|
14,919
|
|
Funded status at end of year
|
(780
|
)
|
|
(37,890
|
)
|
|
(38,670
|
)
|
|
(634
|
)
|
|
(35,011
|
)
|
|
(35,645
|
)
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Equity securities
|
10,032
|
|
|
9,666
|
|
Debt securities
|
4,004
|
|
|
3,172
|
|
Cash
|
460
|
|
|
2,081
|
|
|
14,496
|
|
|
14,919
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
Net actuarial loss
|
15,251
|
|
|
12,731
|
|
Marine scheme
|
Target allocation 2015 (%)
|
|
2014 (%)
|
|
2013 (%)
|
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 2015 (%)
|
|
2014 (%)
|
|
2013 (%)
|
Equity
|
70.0
|
|
69.0
|
|
71.0
|
Bonds
|
30.0
|
|
31.0
|
|
29.0
|
Total
|
100
|
|
100
|
|
100
|
(in thousands of $)
|
UK scheme
|
|
Marine scheme
|
|
|
Employer contributions
|
621
|
|
|
1,800
|
|
|
2014
|
|
|
2013
|
|
Discount rate
|
3.95
|
%
|
|
4.80
|
%
|
Rate of compensation increase
|
2.21
|
%
|
|
2.71
|
%
|
|
2014
|
|
|
2013
|
|
Discount rate
|
4.60
|
%
|
|
4.10
|
%
|
Expected return on plan assets
|
6.75
|
%
|
|
6.75
|
%
|
Rate of compensation increase
|
2.71
|
%
|
|
2.96
|
%
|
32.
|
EQUITY OFFERINGS AND TRANSACTIONS WITH LISTED SUBSIDIARIES OR AFFILLIATES
|
|
|
|
|
|
|
|
|
|
|||||
Date
|
|
Number of Common Units Issued
|
|
Offering Price
|
|
Gross Proceeds (in thousands of $)
|
|
Net Proceeds (in thousands of $)
|
|||||
June 2014
|
|
12,650,000
|
|
|
$
|
54.00
|
|
|
683,100
|
|
|
660,947
|
|
|
|
|
|
|
|
|
|
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
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||
(in millions of $)
|
|
Golar Igloo
|
|
Golar Maria
|
|
Golar Grand
|
|
NR Satu
|
|
Golar Freeze
|
|||||
Sales price
|
|
156.0
|
|
|
127.9
|
|
|
176.8
|
|
|
388.0
|
|
|
231.3
|
|
Less: Net assets transferred
|
|
(112.7
|
)
|
|
(45.6
|
)
|
|
(43.1
|
)
|
|
(255.7
|
)
|
|
(65.5
|
)
|
Excess of sales price over net assets transferred
|
|
43.3
|
|
|
82.3
|
|
|
133.7
|
|
|
132.3
|
|
|
165.8
|
|
Additions to Golar's stockholders' equity and noncontrolling interest
|
|
—
|
|
|
—
|
|
|
88.3
|
|
|
85.8
|
|
|
96.7
|
|
33.
|
SHARE CAPITAL AND SHARE OPTIONS
|
(in thousands of $, except per share data)
|
2014
|
|
|
2013
|
|
150,000,000 (2013: 100,000,000) common shares of $1.00 each
|
150,000
|
|
|
100,000
|
|
(in thousands of $, except per share data)
|
2014
|
|
|
2013
|
|
93,414,672 (2013: 80,579,295) outstanding issued common shares of $1.00 each
|
93,415
|
|
|
80,580
|
|
(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, 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
|
Exercised during the year
|
(185
|
)
|
|
$
|
7.20
|
|
|
|
Issued during the year
|
|
|
|
|
|
|||
- Pre-October 2014 awards
|
20
|
|
|
$
|
36.86
|
|
|
|
- October 20, 2014 awards
|
1,750
|
|
|
$
|
58.50
|
|
|
|
- Post-October 20, 2014 awards
|
23
|
|
|
$
|
58.50
|
|
|
|
Options outstanding at December 31, 2014
|
2,106
|
|
|
$
|
49.75
|
|
|
4.4
|
34.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Unrealized net gain (loss) on qualifying cash flow hedging instruments
|
4,671
|
|
|
(1,822
|
)
|
|
(6,832
|
)
|
Unrealized gain on available-for-sale securities
|
15,751
|
|
|
7,796
|
|
|
5,911
|
|
Losses associated with pensions, net of tax recoveries of $0.2 million (2013: $0.2 million)
|
(15,251
|
)
|
|
(12,731
|
)
|
|
(17,809
|
)
|
Accumulated other comprehensive income (loss)
|
5,171
|
|
|
(6,757
|
)
|
|
(18,730
|
)
|
|
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, 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
|
)
|
Other comprehensive income (loss) before reclassification
|
7,955
|
|
(2,520
|
)
|
3,483
|
|
(225
|
)
|
8,693
|
|
Amount reclassified from accumulated other comprehensive income
|
—
|
|
—
|
|
3,235
|
|
—
|
|
3,235
|
|
Net current-period other comprehensive income (loss)
|
7,955
|
|
(2,520
|
)
|
6,718
|
|
(225
|
)
|
11,928
|
|
Balance at December 31, 2014
|
15,751
|
|
(15,251
|
)
|
4,042
|
|
629
|
|
5,171
|
|
Details of Accumulated other comprehensive income components
|
Amounts reclassified from accumulated other comprehensive income
|
Affected line item in the statement of operations
|
|||||
|
2014
|
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
|
3,235
|
|
(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
|
|
3,235
|
|
8
|
|
8,989
|
|
|
Total reclassifications for the year
|
3,235
|
|
(10,787
|
)
|
8,989
|
|
|
35.
|
FINANCIAL INSTRUMENTS
|
Instrument
(in thousands of $)
|
|
Year end
|
|
Notional value
|
|
|
Maturity Dates
|
|
Fixed Interest Rates
|
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
Receiving floating, pay fixed
|
|
2014
|
|
1,475,937
|
|
|
2015/ 2021
|
|
1.13% to 4.52%
|
Receiving floating, pay fixed
|
|
2013
|
|
1,638,020
|
|
|
2014/ 2021
|
|
1.13% to 4.52%
|
(in thousands of $)
|
Effective portion gain/ (loss) reclassified from Accumulated Other Comprehensive Loss
|
|
Ineffective Portion
|
||||||||||||||
Derivatives designated as hedging instruments
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Interest rate swaps
Other financial items, net
|
3,235
|
|
|
(1,644
|
)
|
|
—
|
|
|
876
|
|
|
542
|
|
|
(535
|
)
|
Interest rate swaps
Gain on sale of the
Golar Maria
, net
|
—
|
|
|
2,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(in thousands of $)
|
Amount of gain recognized in other comprehensive income on derivative (effective portion)
|
|||||||
Derivatives designated as hedging instruments
|
2014
|
|
|
2013
|
|
|
2012
|
|
Interest rate swaps
|
3,483
|
|
|
4,147
|
|
|
1,547
|
|
|
Fair value
|
|
2014
|
|
|
2014
|
|
|
2013
|
|
|
2013
|
|
(in thousands of $)
|
Hierarchy
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
Non-Derivatives:
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
Level 1
|
|
191,410
|
|
|
191,410
|
|
|
125,347
|
|
|
125,347
|
|
Restricted cash and short-term investments
|
Level 1
|
|
74,587
|
|
|
74,587
|
|
|
26,543
|
|
|
26,543
|
|
Investment in available-for-sale securities
|
Level 1
|
|
275,307
|
|
|
275,307
|
|
|
267,352
|
|
|
267,352
|
|
Cost method investments
|
Level 1/3
|
|
204,172
|
|
|
248,314
|
|
|
204,172
|
|
|
218,647
|
|
Short-term debt due from related parties
|
Level 1
|
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
Long-term debt – convertible bond
(1)
|
Level 1
|
|
238,037
|
|
|
251,555
|
|
|
233,020
|
|
|
254,063
|
|
Long-term debt – floating
(1)
|
Level 1
|
|
1,142,750
|
|
|
1,142,750
|
|
|
434,008
|
|
|
434,008
|
|
Long-term debt - due to related party
(1)
|
Level 1
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps asset
(2) (3)
|
Level 2
|
|
12,603
|
|
|
12,603
|
|
|
46,827
|
|
|
46,827
|
|
Interest rate swaps liability
(2)
|
Level 2
|
|
3,038
|
|
|
3,038
|
|
|
11,401
|
|
|
11,401
|
|
Foreign currency swaps liability
|
Level 2
|
|
—
|
|
|
—
|
|
|
729
|
|
|
729
|
|
Total return equity swap liability
|
Level 2
|
|
13,656
|
|
|
13,656
|
|
|
—
|
|
|
—
|
|
|
2014
|
2013
|
||||||||||
|
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
|
12,603
|
|
(292
|
)
|
12,311
|
|
46,827
|
|
(4,327
|
)
|
42,500
|
|
Total liability derivatives
|
16,694
|
|
(292
|
)
|
16,402
|
|
12,130
|
|
(4,327
|
)
|
7,803
|
|
36.
|
RELATED PARTY TRANSACTIONS
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|
|
Transactions with Golar Partners and subsidiaries:
|
|
|
|
|
|
|
|
|
Management and administrative services fees income (i)
|
|
2,877
|
|
2,569
|
|
2,876
|
|
*
|
Ship management fees income (ii)
|
|
7,746
|
|
6,701
|
|
4,222
|
|
*
|
Interest income on vendor financing loan -
Golar Freeze
(iii)
|
|
—
|
|
—
|
|
11,921
|
|
|
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
|
|
10,623
|
|
11,242
|
|
25,160
|
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
Trading balances due from Golar Partners and subsidiaries (vii)
|
|
13,337
|
|
|
5,989
|
|
Methane Princess Lease security deposit movements (viii)
|
|
(3,486
|
)
|
|
(4,257
|
)
|
Short-term debt due from Golar Partners (ix)
|
|
20,000
|
|
|
—
|
|
|
|
29,851
|
|
|
1,732
|
|
(in thousands of $)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
Faraway Maritime Shipping Company
|
|
—
|
|
|
—
|
|
|
1,800
|
|
Golar Partners
|
|
—
|
|
|
—
|
|
|
30,282
|
|
|
|
—
|
|
|
—
|
|
|
32,082
|
|
(in thousands of $)
|
2014
|
|
|
2013
|
|
|
2012
|
|
Frontline Ltd. and subsidiaries (i)
|
34
|
|
|
49
|
|
|
(325
|
)
|
Seatankers Management Company Limited (i)
|
(112
|
)
|
|
(45
|
)
|
|
31
|
|
Ship Finance AS (i)
|
116
|
|
|
207
|
|
|
4
|
|
Seadrill Ltd (i)
|
(5
|
)
|
|
—
|
|
|
—
|
|
Golar Wilhelmsen (ii)
|
(7,031
|
)
|
|
(4,899
|
)
|
|
(3,169
|
)
|
World Shipholding Ltd (iii)
|
—
|
|
|
(976
|
)
|
|
(2,961
|
)
|
37.
|
CAPITAL COMMITMENTS
|
(in thousands of $)
|
|
Payable within 12 months to December 31, 2015
|
202,800
|
Payable within 12 months to December 31, 2016
|
163,500
|
Payable within 12 months to December 31, 2017
|
192,900
|
|
559,200
|
(in thousands of $)
|
|
|
Payable within 12 months to December 31, 2015
|
548,342
|
|
38.
|
OTHER COMMITMENTS AND CONTINGENCIES
|
(in thousands of $)
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Book value of vessels secured against long-term loans
|
1,997,657
|
|
|
700,726
|
|
39.
|
SUBSEQUENT EVENTS
|
|
Page
|
GOLAR LNG PARTNERS LP
|
|
AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
London, United Kingdom
|
|
April 29, 2015
|
|
/s/ Ernst & Young LLP
|
|
Ernst & Young LLP
|
|
London, United Kingdom
|
|
April 29, 2015
|
|
/s/ PricewaterhouseCoopers LLP
|
|
PricewaterhouseCoopers LLP
|
|
United Kingdom
|
|
April 30, 2014
|
|
|
Notes
|
|
2014*
|
|
|
2013*
|
|
|
2012**
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
Time charter revenues
|
6
|
|
|
396,026
|
|
|
329,190
|
|
|
286,630
|
|
Total operating revenues
|
|
|
|
396,026
|
|
|
329,190
|
|
|
286,630
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses
(1)
|
|
|
|
59,191
|
|
|
52,390
|
|
|
45,474
|
|
Voyage and commission expenses
|
|
|
|
6,048
|
|
|
5,239
|
|
|
4,471
|
|
Administrative expenses
(2)
|
|
|
|
5,757
|
|
|
5,194
|
|
|
7,269
|
|
Depreciation and amortization
|
|
|
|
80,574
|
|
|
66,336
|
|
|
51,167
|
|
Total operating expenses
|
|
|
|
151,570
|
|
|
129,159
|
|
|
108,381
|
|
Operating income
|
|
|
|
244,456
|
|
|
200,031
|
|
|
178,249
|
|
Financial income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
1,131
|
|
|
1,097
|
|
|
1,797
|
|
Interest expense
(3)
|
|
|
|
(43,781
|
)
|
|
(43,195
|
)
|
|
(38,090
|
)
|
Other financial items, net
|
7
|
|
|
(22,118
|
)
|
|
(1,661
|
)
|
|
(5,389
|
)
|
Net financial expenses
|
|
|
|
(64,768
|
)
|
|
(43,759
|
)
|
|
(41,682
|
)
|
Income before income taxes
|
|
|
|
179,688
|
|
|
156,272
|
|
|
136,567
|
|
Income taxes
|
8
|
|
|
5,047
|
|
|
(5,453
|
)
|
|
(9,426
|
)
|
Net income
|
|
|
|
184,735
|
|
|
150,819
|
|
|
127,141
|
|
Net income attributable to non-controlling interest
|
|
|
|
(10,581
|
)
|
|
(9,523
|
)
|
|
(10,723
|
)
|
Net income attributable to Golar LNG Partners LP Owners
|
|
|
|
174,154
|
|
|
141,296
|
|
|
116,418
|
|
Dropdown Predecessor’s interest in net income
|
|
|
|
—
|
|
|
—
|
|
|
28,015
|
|
General Partner’s interest in net income
(4)
|
|
|
|
23,908
|
|
|
13,796
|
|
|
2,750
|
|
Limited Partners’ interest in net income
|
|
|
|
150,246
|
|
|
127,500
|
|
|
85,653
|
|
Earnings per unit:
|
28
|
|
|
|
|
|
|
|
|
|
|
Common units (basic and diluted)
|
|
|
|
2.47
|
|
|
2.31
|
|
|
2.08
|
|
Cash distributions declared and paid per unit in the period
|
28
|
|
|
2.14
|
|
|
2.05
|
|
|
1.78
|
|
(1)
|
This includes related party ship management fee recharges of
$7.7 million
,
$6.7 million
and
$4.2 million
for the years ended December 31, 2014, 2013 and 2012, respectively. See note 25.
|
(2)
|
This includes related party management and administrative fee recharges of
$2.9 million
,
$2.6 million
and
$2.9 million
for the years ended December 31, 2014, 2013 and 2012, respectively. See note 25.
|
(3)
|
This includes related party interest expense of $
nil
,
$2.0 million
and
$18.1 million
for the years ended December 31, 2014, 2013 and 2012, respectively. See note 25.
|
(4)
|
This includes net income attributable to IDR holders of
$18.3 million
,
$11.0 million
and $
nil
for the years ended December 31, 2014, 2013 and 2012, respectively.
|
|
2014*
|
|
|
2013*
|
|
|
2012**
|
|
Net income
|
184,735
|
|
|
150,819
|
|
|
127,141
|
|
Unrealized net gain (loss) on qualifying cash flow hedging instruments:
|
|
|
|
|
|
|||
Other comprehensive (loss) income before reclassification (1)
|
(1,031
|
)
|
|
7,370
|
|
|
(3,950
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss) to statement of operations
(2)
|
1,339
|
|
|
(775
|
)
|
|
—
|
|
Net other comprehensive income (loss)
|
308
|
|
|
6,595
|
|
|
(3,950
|
)
|
Comprehensive income
|
185,043
|
|
|
157,414
|
|
|
123,191
|
|
Comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
Partners’ and Dropdown Predecessor Equity
|
174,462
|
|
|
147,891
|
|
|
112,468
|
|
Non-controlling interest
|
10,581
|
|
|
9,523
|
|
|
10,723
|
|
|
185,043
|
|
|
157,414
|
|
|
123,191
|
|
|
Notes
|
|
2014
|
|
|
2013
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
98,998
|
|
|
103,100
|
|
Restricted cash and short-term investments
|
17
|
|
|
25,831
|
|
|
24,451
|
|
Trade accounts receivable
|
11
|
|
|
9,122
|
|
|
717
|
|
Other receivables, prepaid expenses and accrued income
|
12
|
|
|
7,516
|
|
|
7,026
|
|
Inventories
|
|
|
|
89
|
|
|
1,085
|
|
Total current assets
|
|
|
|
141,556
|
|
|
136,379
|
|
Long-term assets
|
|
|
|
|
|
|
|
|
Restricted cash
|
17
|
|
|
146,552
|
|
|
145,725
|
|
Vessels and equipment, net
|
13
|
|
|
1,501,170
|
|
|
1,281,591
|
|
Vessel under capital lease, net
|
14
|
|
|
122,253
|
|
|
127,693
|
|
Intangible assets, net
|
15
|
|
|
16,032
|
|
|
—
|
|
Deferred charges
|
16
|
|
|
13,356
|
|
|
14,270
|
|
Other non-current assets
|
18
|
|
|
15,283
|
|
|
15,561
|
|
Total assets
|
|
|
|
1,956,202
|
|
|
1,721,219
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Short-term debt due to related parties
|
25
|
|
|
20,000
|
|
|
—
|
|
Current portion of long-term debt
|
21
|
|
|
124,221
|
|
|
156,363
|
|
Trade accounts payable
|
|
|
|
2,621
|
|
|
1,587
|
|
Accrued expenses
|
19
|
|
|
21,700
|
|
|
20,088
|
|
Amounts due to related parties
|
25
|
|
|
9,851
|
|
|
5,989
|
|
Other current liabilities
|
20
|
|
|
99,481
|
|
|
57,045
|
|
Total current liabilities
|
|
|
|
277,874
|
|
|
241,072
|
|
Long-term liabilities
|
|
|
|
|
|
|
|
|
Long-term debt
|
21
|
|
|
908,311
|
|
|
733,108
|
|
Obligations under capital lease
|
22
|
|
|
150,997
|
|
|
159,008
|
|
Other long-term liabilities
|
23
|
|
|
17,281
|
|
|
17,904
|
|
Total liabilities
|
|
|
|
1,354,463
|
|
|
1,151,092
|
|
Commitments and contingencies (See Note 26)
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Partners’ capital:
|
|
|
|
|
|
|
|
|
Common unitholders: 45,663,096 units issued and outstanding at December 31, 2014 and 2013
|
|
|
|
490,824
|
|
|
475,610
|
|
Subordinated unitholders: 15,949,831 units issued and outstanding at December 31, 2014 and 2013
|
|
|
|
12,063
|
|
|
6,900
|
|
General partner interest: 1,257,408 units issued and outstanding at December 31, 2014 and 2013
|
|
|
|
33,320
|
|
|
19,234
|
|
Total partners’ capital
|
|
|
|
536,207
|
|
|
501,744
|
|
Accumulated other comprehensive loss
|
|
|
|
(2,086
|
)
|
|
(2,394
|
)
|
|
|
|
|
534,121
|
|
|
499,350
|
|
Non-controlling interest
|
|
|
|
67,618
|
|
|
70,777
|
|
Total equity
|
|
|
|
601,739
|
|
|
570,127
|
|
Total liabilities and equity
|
|
|
|
1,956,202
|
|
|
1,721,219
|
|
|
Notes
|
|
2014*
|
|
|
2013*
|
|
|
2012**
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
184,735
|
|
|
150,819
|
|
|
127,141
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
80,574
|
|
|
66,336
|
|
|
51,167
|
|
Recognition of foreign tax losses
|
|
|
(11,832
|
)
|
|
—
|
|
|
—
|
|
|
Release of deferred tax asset
|
|
|
2,308
|
|
|
—
|
|
|
—
|
|
|
Amortization of deferred tax benefit on intragroup transfers
|
|
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
Amortization of deferred charges
|
|
|
|
3,554
|
|
|
5,828
|
|
|
1,123
|
|
Unrealized foreign exchange (gains) losses
|
|
|
|
(674
|
)
|
|
(7,435
|
)
|
|
13,893
|
|
Drydocking expenditure
|
|
|
|
(2,468
|
)
|
|
(50,979
|
)
|
|
(8,288
|
)
|
Interest element included in obligations under capital leases
|
|
|
|
1,639
|
|
|
233
|
|
|
401
|
|
Change in assets and liabilities, net of effects from purchase of
Golar Maria
and
Golar Igloo:
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
|
|
|
(1,989
|
)
|
|
(717
|
)
|
|
173
|
|
Inventories
|
|
|
|
1,005
|
|
|
971
|
|
|
(849
|
)
|
Prepaid expenses, accrued income and other assets
|
|
|
|
8,901
|
|
|
(9,747
|
)
|
|
(6,948
|
)
|
Amounts due from/to related parties
|
|
|
|
6,659
|
|
|
1,581
|
|
|
3,781
|
|
Trade accounts payable
|
|
|
|
755
|
|
|
(1,820
|
)
|
|
2,617
|
|
Accrued expenses
|
|
|
|
24
|
|
|
(6,632
|
)
|
|
14,015
|
|
Other current liabilities
|
|
|
|
3,789
|
|
|
241
|
|
|
(7,971
|
)
|
Net cash provided by operating activities
|
|
|
|
276,980
|
|
|
148,679
|
|
|
189,343
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Additions to vessels and equipment
|
|
|
|
(1,293
|
)
|
|
(18,152
|
)
|
|
(72,286
|
)
|
Acquisition of
Golar Maria
and
Golar Igloo
, net of cash acquired
(1)
|
10
|
|
|
(155,319
|
)
|
|
(119,927
|
)
|
|
—
|
|
Restricted cash and short-term investments
|
|
|
|
(11,143
|
)
|
|
54,027
|
|
|
(6,512
|
)
|
Net cash used in investing activities
|
|
|
|
(167,755
|
)
|
|
(84,052
|
)
|
|
(78,798
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of equity, net of issue costs
|
27
|
|
|
—
|
|
|
280,586
|
|
|
401,851
|
|
Proceeds from short-term debt due to related parties
|
|
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
Proceeds from long-term debt
|
21
|
|
|
115,000
|
|
|
230,000
|
|
|
537,194
|
|
Repayment of short-term debt due to related parties
|
|
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|
Repayments of long-term debt
|
|
|
|
(93,558
|
)
|
|
(149,822
|
)
|
|
(427,217
|
)
|
Repayments of obligations under capital lease
|
|
|
|
(41
|
)
|
|
(2,365
|
)
|
|
(6,287
|
)
|
Payments in connection with the lease terminations
|
|
|
—
|
|
|
(250,980
|
)
|
|
—
|
|
|
Financing arrangement fees and other costs
|
|
|
|
(846
|
)
|
|
(4,794
|
)
|
|
(8,400
|
)
|
Dividends paid to non-controlling interests
|
|
|
|
(13,740
|
)
|
|
(10,604
|
)
|
|
(1,799
|
)
|
Cash distributions paid
|
|
|
|
(140,142
|
)
|
|
(119,875
|
)
|
|
(77,588
|
)
|
Distribution to Golar for acquisition of the
NR Satu
|
25(k)
|
|
|
—
|
|
|
—
|
|
|
(387,993
|
)
|
Distribution to Golar for acquisition of the
Golar
Grand
|
25(k)
|
|
|
—
|
|
|
—
|
|
|
(176,769
|
)
|
Contributions from owner’s funding
|
|
|
|
—
|
|
|
—
|
|
|
53,572
|
|
Net cash used in financing activities
|
|
|
|
(113,327
|
)
|
|
(27,854
|
)
|
|
(93,436
|
)
|
Net (decrease) increase in cash and cash equivalents
|
|
|
|
(4,102
|
)
|
|
36,773
|
|
|
17,109
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
103,100
|
|
|
66,327
|
|
|
49,218
|
|
Cash and cash equivalents at end of period
|
|
|
|
98,998
|
|
|
103,100
|
|
|
66,327
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
|
|
43,011
|
|
|
44,651
|
|
|
40,858
|
|
Income taxes paid
|
|
|
|
2,707
|
|
|
5,575
|
|
|
1,444
|
|
|
Dropdown
Predecessor
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, 2011
|
208,069
|
|
|
30,163
|
|
|
369
|
|
|
1,537
|
|
|
(5,039
|
)
|
|
235,099
|
|
|
62,934
|
|
|
298,033
|
|
Net income
(1)
|
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 25(k))
|
(387,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387,993
|
)
|
|
—
|
|
|
(387,993
|
)
|
Allocation of Dropdown Predecessor equity -
NR Satu
(note 25(k))
|
132,321
|
|
|
(129,671
|
)
|
|
—
|
|
|
(2,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchase of
Golar Grand
from Golar (note 25(k))
|
(176,769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,769
|
)
|
|
—
|
|
|
(176,769
|
)
|
Allocation of Dropdown Predecessor equity -
Golar Grand
(note 25(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
(2)
|
—
|
|
|
(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
(3)
|
—
|
|
|
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
|
|
Net income
|
—
|
|
|
111,351
|
|
|
38,895
|
|
|
23,908
|
|
|
—
|
|
|
174,154
|
|
|
10,581
|
|
|
184,735
|
|
Cash distributions
(2)
|
—
|
|
|
(96,577
|
)
|
|
(33,732
|
)
|
|
(9,833
|
)
|
|
—
|
|
|
(140,142
|
)
|
|
—
|
|
|
(140,142
|
)
|
Non-controlling interest dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,740
|
)
|
|
(13,740
|
)
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
308
|
|
|
—
|
|
|
308
|
|
Contribution to equity
|
—
|
|
|
440
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
451
|
|
|
—
|
|
|
451
|
|
Consolidated balance at December 31, 2014*
|
—
|
|
|
490,824
|
|
|
12,063
|
|
|
33,320
|
|
|
(2,086
|
)
|
|
534,121
|
|
|
67,618
|
|
|
601,739
|
|
(1)
|
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.
|
(2)
|
This includes cash distributions to IDR holders for the year ended December 31, 2014 and 2013 of
$5.6 million
and
$3.7 million
, respectively.
|
(3)
|
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 recognized was
$21.1 million
.
|
(in thousands of $)
|
|
2012
|
|
Administrative expenses
|
|
1,365
|
|
Pension costs
|
|
220
|
|
Net financial income
|
|
(149
|
)
|
|
|
1,436
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Unrealized net loss on qualifying cash flow hedging instruments
|
|
(2,086
|
)
|
|
(2,394
|
)
|
|
(8,989
|
)
|
Vessels
|
40 to 55 years
|
Drydocking expenditure
|
two to five years
|
Mooring equipment
|
11 years
|
Vessel
|
2014 Market value
(1)
|
2014 Carrying value
|
|
|
|
Nusantara Regas Satu
|
169,000
|
220,000
|
Golar Mazo
|
125,000
|
154,000
|
Golar Winter
|
196,000
|
248,000
|
Golar Maria
|
146,000
|
202,000
|
(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 28. 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 28). 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 28. 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 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.Ltd.
|
|
Singapore
|
|
Holding Company
|
PT Golar Indonesia*
|
|
Indonesia
|
|
Owns and operates
NR Satu
|
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
|
Golar Grand Corporation
|
|
Marshall Islands
|
|
Owns
Golar Grand
|
Golar Hull M2031 Corporation
|
|
Marshall Islands
|
|
Owns and operates
Golar Igloo
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
ASSETS
|
|
|
|
|
||
Cash
|
|
17,181
|
|
|
8,225
|
|
Restricted cash
|
|
10,152
|
|
|
9,980
|
|
Vessels and equipment, net*
|
|
333,152
|
|
|
354,255
|
|
Other assets
|
|
13,545
|
|
|
9,056
|
|
Total assets
|
|
374,030
|
|
|
381,516
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
|
|
||
Accrued liabilities
|
|
6,307
|
|
|
25,020
|
|
Current portion of long-term debt
|
|
14,300
|
|
|
14,300
|
|
Amounts due to related parties
|
|
188,323
|
|
|
189,835
|
|
Long-term debt
|
|
112,100
|
|
|
126,400
|
|
Other liabilities
|
|
8,693
|
|
|
6,283
|
|
Total liabilities
|
|
329,723
|
|
|
361,838
|
|
Total equity
|
|
44,307
|
|
|
19,678
|
|
Total liabilities and equity
|
|
374,030
|
|
|
381,516
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Petrobras
|
|
99,976
|
|
|
25
|
%
|
|
85,899
|
|
|
26
|
%
|
|
92,952
|
|
|
32
|
%
|
DUSUP
|
|
48,392
|
|
|
12
|
%
|
|
48,029
|
|
|
15
|
%
|
|
48,328
|
|
|
17
|
%
|
Pertamina
|
|
40,004
|
|
|
10
|
%
|
|
37,302
|
|
|
11
|
%
|
|
37,300
|
|
|
13
|
%
|
BG Group plc
|
|
68,884
|
|
|
17
|
%
|
|
66,341
|
|
|
20
|
%
|
|
66,148
|
|
|
23
|
%
|
PTNR
|
|
66,345
|
|
|
17
|
%
|
|
65,478
|
|
|
20
|
%
|
|
41,902
|
|
|
15
|
%
|
KNPC
|
|
43,220
|
|
|
11
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
Revenues
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
Brazil
|
|
99,976
|
|
|
85,899
|
|
|
92,952
|
|
United Arab Emirates
|
|
48,392
|
|
|
48,029
|
|
|
48,328
|
|
Indonesia
|
|
66,345
|
|
|
65,478
|
|
|
41,902
|
|
Kuwait
|
|
43,220
|
|
|
—
|
|
|
—
|
|
Fixed assets
|
|
2014
|
|
2013
|
||
|
|
|
|
|
||
Brazil
|
|
392,132
|
|
|
413,967
|
|
United Arab Emirates
|
|
133,082
|
|
|
142,757
|
|
Indonesia
|
|
219,610
|
|
|
233,734
|
|
Kuwait
|
|
281,946
|
|
|
—
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Amortization of deferred financing costs
|
|
(3,554
|
)
|
|
(5,828
|
)
|
|
(1,123
|
)
|
Financing arrangement fees and other costs
|
|
(147
|
)
|
|
(2,101
|
)
|
|
(411
|
)
|
Interest expense on un-designated interest rate swaps
|
|
(12,163
|
)
|
|
(8,188
|
)
|
|
(6,609
|
)
|
Mark-to-market adjustment for interest rate swap derivatives (see note 24)
|
|
(5,953
|
)
|
|
12,845
|
|
|
1,328
|
|
Mark-to-market adjustment for currency swap derivatives (see note 24)
|
|
—
|
|
|
(4,839
|
)
|
|
7,204
|
|
Foreign exchange gain (loss) on capital lease obligations and related restricted cash
|
|
677
|
|
|
7,084
|
|
|
(5,602
|
)
|
Foreign exchange loss on operations
|
|
(978
|
)
|
|
(634
|
)
|
|
(176
|
)
|
Total
|
|
(22,118
|
)
|
|
(1,661
|
)
|
|
(5,389
|
)
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Current tax expense (credit):
|
|
|
|
|
|
|
|
|
|
U.K.
|
|
852
|
|
|
(373
|
)
|
|
1,888
|
|
Indonesia
|
|
544
|
|
|
5,047
|
|
|
7,395
|
|
Brazil
|
|
1,136
|
|
|
779
|
|
|
1,055
|
|
Kuwait
|
|
1,945
|
|
|
—
|
|
|
—
|
|
Total current tax expense
|
|
4,477
|
|
|
5,453
|
|
|
10,338
|
|
Deferred tax income:
|
|
|
|
|
|
|
|
|
|
Indonesia
|
|
(9,524
|
)
|
|
—
|
|
|
—
|
|
Amortization of deferred tax benefit on intra-group transfer (Note 2)
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
Total income tax (credit) expense
|
|
(5,047
|
)
|
|
5,453
|
|
|
9,426
|
|
|
|
Year ended December 31,
|
|||||||
(In thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Income taxes at statutory rate
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of carved-out deferred tax benefit on intra-group transfer
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
Effect of change on uncertain tax positions relating to prior year
|
|
(5,042
|
)
|
|
—
|
|
|
—
|
|
Effect of recognition of previously unrecognized deferred tax asset
|
|
(9,524
|
)
|
|
—
|
|
|
—
|
|
Effect of taxable income in various countries
|
|
9,519
|
|
|
5,453
|
|
|
10,338
|
|
Total tax (credit) expense
|
|
(5,047
|
)
|
|
5,453
|
|
|
9,426
|
|
Jurisdiction
|
|
Earliest
|
U.K.
|
|
2011
|
Brazil
|
|
2009
|
Indonesia
|
|
2013
|
Kuwait
|
|
2014
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Net operating loss carried forward
|
|
9,524
|
|
|
6,070
|
|
Gross deferred tax asset
|
|
9,524
|
|
|
6,070
|
|
Valuation allowance
|
|
—
|
|
|
(6,070
|
)
|
Deferred tax assets, net
|
|
9,524
|
|
|
—
|
|
(in thousands of $)
|
2014
|
|
2013
|
|
Short-term deferred tax asset
|
3,085
|
|
—
|
|
Long-term deferred tax asset
|
6,439
|
|
—
|
|
Net deferred tax
|
9,524
|
|
—
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Balance at January 1
|
|
—
|
|
|
—
|
|
|
—
|
|
Additions for tax positions of prior years
|
|
13,920
|
|
|
6,070
|
|
|
—
|
|
Release of deferred tax asset
|
|
(4,396
|
)
|
|
—
|
|
|
—
|
|
Movement in valuation allowance
|
|
—
|
|
|
(6,070
|
)
|
|
—
|
|
Balance at December 31
|
|
9,524
|
|
|
—
|
|
|
—
|
|
(in thousands of $)
|
|
Amount
|
|
Date of expiry
|
|
Net operating losses in 2012
|
|
6,335
|
|
|
2017
|
Net operating losses in 2013
|
|
31,761
|
|
|
2018
|
Year ending December 31,
(in thousands of $)
|
|
Total
|
|
|
2015
|
|
380,508
|
|
|
2016
|
|
388,234
|
|
|
2017
|
|
383,203
|
|
|
2018
|
|
253,663
|
|
|
2019
|
|
199,393
|
|
|
2020 and later
|
|
586,686
|
|
|
Total
|
|
2,191,687
|
|
(1)
|
|
Golar Igloo
|
|
|
Golar Maria
|
|
(in thousands of $)
|
March 28, 2014
|
|
|
February 7, 2013
|
|
Purchase consideration (1)
|
156,001
|
|
|
127,910
|
|
Less: Fair value of net assets (liabilities) acquired:
|
|
|
|
||
Vessel and equipment
|
287,542
|
|
|
215,000
|
|
Intangible asset
|
19,099
|
|
|
—
|
|
Cash
|
682
|
|
|
7,981
|
|
Fair value of interest rate swap
|
3,636
|
|
|
(3,096
|
)
|
Other assets and liabilities
|
6,312
|
|
|
(2,450
|
)
|
Long-term debt
|
(161,270
|
)
|
|
(89,525
|
)
|
Subtotal
|
(156,001
|
)
|
|
(127,910
|
)
|
Difference between the purchase price and fair value of net assets acquired
|
—
|
|
|
—
|
|
(in thousands of $)
|
Golar Igloo
|
|
|
Golar Maria
|
|
Cash consideration paid to Golar
|
148,730
|
|
|
125,500
|
|
Adjustment for the interest rate swap asset (liability) assumed
|
3,636
|
|
|
(3,096
|
)
|
Purchase price adjustments
|
3,635
|
|
|
5,506
|
|
|
156,001
|
|
|
127,910
|
|
|
Unaudited
|
|
(in thousands of $, except per unit data)
|
2014
|
|
Revenues
|
400,209
|
|
Net income
|
184,751
|
|
Earnings per unit (basic and diluted):
|
|
|
Common unitholders
|
$2.56
|
|
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 $)
|
|
2014
|
|
2013
|
||
Other receivables
|
|
2,174
|
|
|
2,937
|
|
Deferred tax asset (see note 8)
|
|
3,085
|
|
|
—
|
|
Prepaid expenses
|
|
2,257
|
|
|
4,089
|
|
|
|
7,516
|
|
|
7,026
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Cost
|
|
1,952,390
|
|
|
1,665,039
|
|
Accumulated depreciation
|
|
(451,220
|
)
|
|
(383,448
|
)
|
Net book value
|
|
1,501,170
|
|
|
1,281,591
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Cost
|
|
168,577
|
|
|
168,492
|
|
Accumulated depreciation
|
|
(46,324
|
)
|
|
(40,799
|
)
|
Net book value
|
|
122,253
|
|
|
127,693
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Cost
|
|
19,096
|
|
|
—
|
|
Accumulated amortization
|
|
(3,064
|
)
|
|
—
|
|
Net book value
|
|
16,032
|
|
|
—
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Debt arrangement fees and other deferred financing charges
|
|
23,384
|
|
|
20,677
|
|
Accumulated amortization
|
|
(10,028
|
)
|
|
(6,407
|
)
|
|
|
13,356
|
|
|
14,270
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Total security lease deposits for lease obligations
|
|
5,671
|
|
|
5,639
|
|
Restricted cash relating to the Golar Freeze facility (see note 21)
|
|
10,008
|
|
|
8,832
|
|
Restricted cash relating to the NR Satu facility (see note 21)
|
|
10,152
|
|
|
9,980
|
|
|
|
25,831
|
|
|
24,451
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Methane Princess Lease security deposits
|
|
142,513
|
|
|
151,364
|
|
Restricted cash relating to the cross currency interest rate swap (see note 24)
|
|
9,710
|
|
|
—
|
|
Total security deposits for lease obligations
|
|
152,223
|
|
|
151,364
|
|
Included in short-term restricted cash and short-term investments
|
|
(5,671
|
)
|
|
(5,639
|
)
|
Long-term restricted cash
|
|
146,552
|
|
|
145,725
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Mark-to-market interest rate swaps valuation (see note 24)
|
|
3,617
|
|
|
5,335
|
|
Methane Princess Lease security deposit movements (see note 25(h))
|
|
—
|
|
|
4,257
|
|
Deferred tax asset (see notes 8 and 12)
|
|
6,439
|
|
|
—
|
|
Other long-term assets
|
|
5,227
|
|
|
5,969
|
|
|
|
15,283
|
|
|
15,561
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Vessel operating and drydocking expenses
|
|
5,762
|
|
|
5,538
|
|
Administrative expenses
|
|
967
|
|
|
757
|
|
Interest expense
|
|
7,043
|
|
|
6,273
|
|
Provision for tax
|
|
7,928
|
|
|
7,520
|
|
|
|
21,700
|
|
|
20,088
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Deferred revenue
|
|
20,594
|
|
|
17,888
|
|
Mark-to-market interest rate swaps valuation (see note 24)
|
|
15,222
|
|
|
15,119
|
|
Mark-to-market cross currency interest rate swaps valuation (see note 24)
|
|
56,639
|
|
|
16,804
|
|
Mark-to-market foreign exchange rate swaps valuation (see note 24)
|
|
16
|
|
|
—
|
|
Deferred credits from capital lease transactions (see note 23)
|
|
625
|
|
|
625
|
|
Other creditors
|
|
6,385
|
|
|
6,609
|
|
|
|
99,481
|
|
|
57,045
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Total debt
|
|
1,052,532
|
|
|
889,471
|
|
Less: Short-term debt due to related parties
|
|
(20,000
|
)
|
|
—
|
|
Less: Current portion of long-term debt due to third parties
|
|
(124,221
|
)
|
|
(156,363
|
)
|
Long-term debt
|
|
908,311
|
|
|
733,108
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
Maturity date
|
||
Golar LNG revolving credit facility (see note 25 (i))
|
|
20,000
|
|
|
—
|
|
|
2015
|
Golar Maria facility
|
|
79,525
|
|
|
84,525
|
|
|
2018*
|
High-yield bonds
|
|
174,450
|
|
|
214,100
|
|
|
2017
|
Golar LNG Partners credit facility
|
|
203,500
|
|
|
160,500
|
|
|
2018
|
Golar Partners Operating credit facility
|
|
235,000
|
|
|
215,000
|
|
|
2018
|
Golar Freeze facility
|
|
59,107
|
|
|
74,646
|
|
|
2018**
|
NR Satu facility
|
|
126,400
|
|
|
140,700
|
|
|
2020
|
Golar Igloo debt
|
|
154,550
|
|
|
—
|
|
|
2019/2026***
|
|
|
1,052,532
|
|
|
889,471
|
|
|
|
Tranche
|
Proportion of debt
|
Term of loan
|
Repayment terms
|
Margin on LIBOR
|
K-Sure
|
40%
|
12 years
|
Semi-annual installments
|
2.10%
|
KEXIM
|
40%
|
12 years
|
Semi-annual installments
|
2.75%
|
Commercial
|
20%
|
5 years
|
Semi-annual installments, unpaid balance to be refinanced after 5 years
|
2.75%
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Total obligations under capital leases
|
|
150,997
|
|
|
159,008
|
|
Year ending December 31,
(in thousands of $)
|
|
Methane
Princess Lease
|
|
2015
|
|
7,579
|
|
2016
|
|
7,866
|
|
2017
|
|
8,163
|
|
2018
|
|
8,489
|
|
2019
|
|
8,814
|
|
2020 and thereafter
|
|
163,895
|
|
Total minimum lease payments
|
|
204,806
|
|
Less: Imputed interest
|
|
(53,809
|
)
|
Present value of minimum lease payments
|
|
150,997
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Deferred credits from capital lease transactions
|
|
17,281
|
|
|
17,904
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Deferred credits from capital lease transactions
|
|
24,691
|
|
|
24,691
|
|
Less: Accumulated amortization
|
|
(6,785
|
)
|
|
(6,162
|
)
|
|
|
17,906
|
|
|
18,529
|
|
Short-term (see note 20)
|
|
625
|
|
|
625
|
|
Long-term
|
|
17,281
|
|
|
17,904
|
|
|
|
17,906
|
|
|
18,529
|
|
Instrument
(in thousands of $)
|
|
Year End
|
|
Notional Amount
|
|
Maturity
Dates
|
|
Fixed Interest
Rate
|
||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receiving floating, pay fixed
|
|
December 31, 2014
|
|
919,130
|
|
|
2015
|
to
|
2020
|
|
0.92
|
%
|
to
|
2.96%
|
Receiving floating, pay fixed
|
|
December 31, 2013
|
|
997,607
|
|
|
2014
|
to
|
2020
|
|
0.92
|
%
|
to
|
5.04%
|
Derivatives designated as
hedging instruments
|
|
|
|
Effective
portion gain/(loss)
reclassified from
Accumulated Other
Comprehensive Loss
|
|
Ineffective Portion
|
||||||||||||||
(in thousands of $)
|
|
Location
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest rate swaps
|
|
Other financial items, net
|
|
(1,339
|
)
|
|
775
|
|
|
—
|
|
|
(1,210
|
)
|
|
1,015
|
|
|
(409
|
)
|
Derivatives designated as hedging instruments
|
|
Amount of gain/
(loss) recognized in
OCI on derivative
(effective portion)
|
|||||||
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Interest rate swaps
|
|
492
|
|
|
5,515
|
|
|
1,113
|
|
|
|
Notional Amount
|
|
|
|
Average forward
|
|||||
Instrument
(in thousands)
|
|
Receiving in
foreign currency
|
|
Pay in USD
|
|
Maturity
Date
|
|
rate USD foreign
currency
|
|||
Currency rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
Singapore dollars
|
|
563
|
|
|
441
|
|
|
2015
|
|
1.276
|
|
|
|
Interest rate element
|
|
Currency element
|
|||||||||||||
|
|
|
|
|
|
Notional Amount
|
|
|
|
Average forward
rate USD foreign
currency
|
|||||||
Instrument
(in thousands)
|
|
Notional Amount
|
|
Fixed Interest Rate
|
|
Receiving in
Norwegian Kroner
|
|
Pay in USD
|
|
Maturity
Date
|
|
||||||
Cross currency interest rate swap
|
|
227,193
|
|
|
6.485
|
%
|
|
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 $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Cross currency interest rate swap
|
|
(184
|
)
|
|
1,080
|
|
|
(5,063
|
)
|
(in thousands of $)
|
|
Fair Value
Hierarchy(1)
|
|
2014 Carrying Value
|
|
2014 Fair Value
|
|
2013 Carrying Value
|
|
2013 Fair Value
|
||||
Non-Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
Level 1
|
|
98,998
|
|
|
98,998
|
|
|
103,100
|
|
|
103,100
|
|
Restricted cash and short-term investments
|
|
Level 1
|
|
172,383
|
|
|
172,383
|
|
|
170,176
|
|
|
170,176
|
|
Short-term debt due to related party
|
|
Level 3
|
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
High-yield bonds
(1)
|
|
Level 1
|
|
174,450
|
|
|
173,578
|
|
|
214,100
|
|
|
221,166
|
|
Long-term debt—floating
(2)
|
|
Level 2
|
|
858,082
|
|
|
858,082
|
|
|
675,371
|
|
|
675,371
|
|
Obligations under capital leases
(2)
|
|
Level 2
|
|
150,997
|
|
|
150,997
|
|
|
159,008
|
|
|
159,008
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps asset
(3)(4)
|
|
Level 2
|
|
3,617
|
|
|
3,617
|
|
|
5,335
|
|
|
5,335
|
|
Interest rate swaps liability
(3)(4)
|
|
Level 2
|
|
15,222
|
|
|
15,222
|
|
|
15,119
|
|
|
15,119
|
|
Cross currency interest rate swap liability
(3)(5)
|
|
Level 2
|
|
56,639
|
|
|
56,639
|
|
|
16,804
|
|
|
16,804
|
|
Foreign currency swaps liability
(3)
|
|
Level 2
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
(1)
|
This pertains to high-yield bonds with a carrying value of
$174.5 million
as of
December 31, 2014
which is included under long-term debt on the balance sheet. The fair value of the high-yield bonds as of
December 31, 2014
was
$173.6 million
(2013:
$221.2 million
), which represents
99.5%
(2013:
103.3%
) 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, 2014
and
2013
was
$2.0 million
(with a notional amount of
$211.6 million
) and
$3.5 million
(with a notional amount of
$287.1 million
), respectively. The expected maturity of these interest rate agreements is from
May 2015
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.
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
(in thousands of $)
|
|
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
|
||||||
Total asset derivatives
|
|
3,617
|
|
|
(1,831
|
)
|
|
1,786
|
|
|
5,335
|
|
|
—
|
|
|
5,335
|
|
Total liability derivatives
|
|
15,222
|
|
|
(1,831
|
)
|
|
13,391
|
|
|
15,119
|
|
|
—
|
|
|
15,119
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
|
2012
|
|||
Transactions with Golar and affiliates:
|
|
|
|
|
|
|
|
|
|
Management and administrative services fees (a)
|
|
2,877
|
|
|
2,569
|
|
|
2,876
|
|
Ship management fees (b)
|
|
7,746
|
|
|
6,701
|
|
|
4,222
|
|
Interest expense on high-yield bonds (c)
|
|
—
|
|
|
1,972
|
|
|
575
|
|
Interest expense on Golar LNG vendor financing loan -
Golar Freeze
(d)
|
|
—
|
|
|
—
|
|
|
11,921
|
|
Interest expense on Golar LNG vendor financing loan -
NR Satu
(e)
|
|
—
|
|
|
—
|
|
|
4,737
|
|
Interest expense on Golar Energy loan (f)
|
|
—
|
|
|
—
|
|
|
829
|
|
Total
|
|
10,623
|
|
|
11,242
|
|
|
25,160
|
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Trading balances due to Golar and affiliates (g)
|
|
(13,337
|
)
|
|
(5,989
|
)
|
Methane Princess Lease security deposit movements (h)
|
|
3,486
|
|
|
4,257
|
|
Short-term loan due to Golar (i)
|
|
(20,000
|
)
|
|
—
|
|
|
|
(29,851
|
)
|
|
(1,732
|
)
|
(in thousands of $)
|
|
2014
|
|
2013
|
||
Book value of vessels and equipment secured against long-term loans and capital leases
|
|
1,623,423
|
|
|
1,409,284
|
|
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, 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 and 2014
|
|
45,663,096
|
|
|
15,949,831
|
|
|
1,257,408
|
|
(in thousands of $ except unit and per unit data)
|
|
2014
|
|
2013
|
|
2012
|
|||
Net income attributable to general partner and limited partner interests
|
|
174,154
|
|
|
141,296
|
|
|
116,418
|
|
Less: Dropdown Predecessor net income
|
|
—
|
|
|
—
|
|
|
(28,015
|
)
|
Less: distributions paid (1)
|
|
(143,450
|
)
|
|
(127,260
|
)
|
|
(87,072
|
)
|
Under distributed earnings
|
|
30,704
|
|
|
14,036
|
|
|
1,331
|
|
Under distributed earnings attributable to:
|
|
|
|
|
|
|
|
|
|
Common unit holders
|
|
13,347
|
|
|
6,649
|
|
|
1,304
|
|
Weighted average units outstanding (basic and diluted) (in thousands):
|
|
|
|
|
|
|
|
|
|
Common units
|
|
45,663
|
|
|
40,417
|
|
|
27,441
|
|
Earnings per unit (basic and diluted):
|
|
|
|
|
|
|
|
|
|
Common unit holders
|
|
2.47
|
|
|
2.31
|
|
|
2.08
|
|
Cash distributions declared and paid in the period per unit (2):
|
|
2.14
|
|
|
2.05
|
|
|
1.78
|
|
Subsequent event
: Cash distributions declared and paid per unit relating to the period (3)
|
|
0.56
|
|
|
0.52
|
|
|
0.50
|
|
•
|
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 $)
|
|
|
January 20, 2015
|
|
|
Purchase consideration
|
|
(1)
|
227,200
|
|
|
Less: Fair value of net assets (liabilities) acquired:
|
|
|
|
||
Vessel including allocation to charter (if applicable)
|
390,000
|
|
|
|
|
Long-term debt
|
(162,800
|
)
|
|
|
|
Others
|
—
|
|
(2)
|
|
|
Subtotal
|
|
|
(227,200
|
)
|
|
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
|
Section 1.01
|
Definitions 1
|
Section 2.01
|
Purchase and Sale of Membership Interests 5
|
Section 2.02
|
Closing 5
|
Section 2.03
|
Place of Closing 5
|
Section 2.04
|
Purchase Price Adjustments 5
|
Section 2.05
|
Distribution of the Proceeds After the Closing 5
|
Section 2.06
|
Contribution of the Membership Interests After the Closing 5
|
Section 2.07
|
Satisfaction of Golar Intercompany Receivables 6
|
Section 3.01
|
Organization; Good Standing and Authority 6
|
Section 3.02
|
Authorization, Execution and Delivery of this Agreement 6
|
Section 3.03
|
No Conflicts 6
|
Section 3.04
|
No Consents 6
|
Section 4.01
|
Organization; Good Standing and Authority 7
|
Section 4.02
|
Authority and Authorization; Execution and Delivery of this Agreement 7
|
Section 4.03
|
No Conflicts 7
|
Section 4.04
|
No Consents 7
|
Section 4.05
|
Legal and Beneficial Title to Membership Interests; No Encumbrances 7
|
Section 5.01
|
Organization; Good Standing and Authority 8
|
Section 5.02
|
Capitalization; No Options 8
|
Section 5.03
|
Operating Company Agreement 8
|
Section 5.04
|
Charter, Loan and Swap Documents; Validity of the Charter, the Maria Credit Facility and the Swap 8
|
Section 5.05
|
No Conflicts 9
|
Section 5.06
|
Title to Vessel; Encumbrances 9
|
Section 5.07
|
Litigation 9
|
Section 5.08
|
Indebtedness to and from Officers, etc 9
|
Section 5.09
|
Personnel 9
|
Section 5.10
|
Contracts and Agreements 9
|
Section 5.11
|
Compliance with Law 10
|
Section 5.12
|
No Undisclosed Liabilities 10
|
Section 5.13
|
Disclosure of Information 10
|
Section 5.14
|
Insurance 10
|
Section 5.15
|
U.S Tax Classification 11
|
Section 6.01
|
Flag 11
|
Section 6.02
|
Classification 11
|
Section 6.03
|
Maintenance 11
|
Section 6.04
|
Liens 11
|
Section 6.05
|
Safety 11
|
Section 6.06
|
No Blacklisting or Boycotts 11
|
Section 6.07
|
No Options 11
|
Section 7.01
|
Covenants of the Seller Entities Prior to the Closing 12
|
Section 7.02
|
Covenant of the Buyer Prior to the Closing 13
|
Section 8.01
|
Conditions of the Parties 13
|
Section 8.02
|
Conditions of the Seller 13
|
Section 8.03
|
Conditions of the Buyer 14
|
Section 9.01
|
Termination of Agreement 14
|
Section 9.02
|
Amendments and Waivers 15
|
Section 10.01
|
Indemnity by the Seller Entities 15
|
Section 10.02
|
Indemnity by the Buyer 15
|
Section 11.01
|
Further Assurances 16
|
Section 11.02
|
Powers of Attorney 16
|
Section 11.03
|
Headings; References; Interpretation 18
|
Section 11.04
|
Successors and Assigns 18
|
Section 11.05
|
No Third Party Rights 18
|
Section 11.06
|
Counterparts 18
|
Section 11.07
|
Governing Law 18
|
Section 11.08
|
Severability 18
|
Section 11.09
|
Integration 18
|
Section 11.10
|
No Broker’s Fees 19
|
Section 11.11
|
Notices 19
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
By:
|
/s/ Stuart Buchanan
Name: Stuart Buchanan Title: Attorney-in-fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
By:
|
/s/ G. Robjohns
Name: G. Robjohns Title: Attorney-in-fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
By:
|
/s/ Siu-yee Mac
Name: Siu-yee Mac Title: Attorney-in-fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Section 1.01
|
Definitions 1
|
Section 2.01
|
Purchase and Sale of the Shares 5
|
Section 2.02
|
Closing 5
|
Section 2.03
|
Place of Closing 5
|
Section 2.04
|
Purchase Price Adjustments 5
|
Section 2.05
|
Contribution of the Shares after the Closing 5
|
Section 2.06
|
Satisfaction of Certain Intercompany Receivables 5
|
Section 3.01
|
Organization; Good Standing and Authority 6
|
Section 3.02
|
Authorization, Execution and Delivery of this Agreement 6
|
Section 3.03
|
No Conflicts 6
|
Section 3.04
|
No Consents 6
|
Section 4.01
|
Organization; Good Standing and Authority 6
|
Section 4.02
|
Authority and Authorization; Execution and Delivery of this Agreement 7
|
Section 4.03
|
No Conflicts 7
|
Section 4.04
|
No Consents 7
|
Section 4.05
|
Legal and Beneficial Title to Shares; No Encumbrances 7
|
Section 5.01
|
Organization; Good Standing and Authority 7
|
Section 5.02
|
Capitalization; No Options 8
|
Section 5.03
|
Organizational Documents 8
|
Section 5.04
|
Charter, Loan, Shipbuilding Contract and Swap Documents; Validity of the Charter, Loan, Shipbuilding Contract and Swap Documents 8
|
Section 5.05
|
No Conflicts 8
|
Section 5.06
|
Title to Vessel; Encumbrances 9
|
Section 5.07
|
Litigation 9
|
Section 5.08
|
Indebtedness to and from Officers, etc 9
|
Section 5.09
|
Personnel 9
|
Section 5.10
|
Contracts and Agreements 9
|
Section 5.11
|
Compliance with Law 10
|
Section 5.12
|
No Undisclosed Liabilities 10
|
Section 5.13
|
Disclosure of Information 10
|
Section 5.14
|
Insurance 10
|
Section 5.15
|
U.S Tax Classification 10
|
Section 6.01
|
Flag 10
|
Section 6.02
|
Classification 11
|
Section 6.03
|
Maintenance 11
|
Section 6.04
|
Liens 11
|
Section 6.05
|
Safety 11
|
Section 6.06
|
No Blacklisting or Boycotts 11
|
Section 6.07
|
No Options 11
|
Section 6.08
|
Vessel Performance 11
|
Section 7.01
|
Covenants of Seller Prior to the Closing 11
|
Section 7.02
|
Covenant of Buyer Prior to the Closing 12
|
Section 8.01
|
Conditions of the Parties 13
|
Section 8.02
|
Conditions of Seller 13
|
Section 8.03
|
Conditions of Buyer 13
|
Section 9.01
|
Termination of Agreement 14
|
Section 9.02
|
Amendments and Waivers 14
|
Section 10.01
|
Indemnity by Seller 15
|
Section 10.02
|
Indemnity by Buyer 15
|
Section 11.01
|
Further Assurances 15
|
Section 11.02
|
Powers of Attorney 16
|
Section 11.03
|
Headings; References; Interpretation 17
|
Section 11.04
|
Successors and Assigns 17
|
Section 11.05
|
No Third Party Rights 17
|
Section 11.06
|
Counterparts 17
|
Section 11.07
|
Governing Law 17
|
Section 11.08
|
Severability 18
|
Section 11.09
|
Integration 18
|
Section 11.10
|
No Broker’s Fees 18
|
Section 11.11
|
Notices 18
|
Section 11.12
|
Survival of Representations and Warranties 18
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
Section 1.01
|
Definitions 1
|
Section 2.01
|
Purchase and Sale of the Shares 5
|
Section 2.02
|
Closing 5
|
Section 2.03
|
Place of Closing 5
|
Section 2.04
|
Funding of Purchase Price for the Shares; Purchase Price Adjustments 5
|
Section 2.05
|
Contribution of the Shares after the Closing 6
|
Section 2.06
|
Satisfaction of Certain Intercompany Receivables 6
|
Section 3.01
|
Organization; Good Standing and Authority 6
|
Section 3.02
|
Authorization, Execution and Delivery of this Agreement 6
|
Section 3.03
|
No Conflicts 7
|
Section 3.04
|
No Consents 7
|
Section 4.01
|
Organization; Good Standing and Authority 7
|
Section 4.02
|
Authority and Authorization; Execution and Delivery of this Agreement 7
|
Section 4.03
|
No Conflicts 7
|
Section 4.04
|
No Consents 8
|
Section 4.05
|
Legal and Beneficial Title to Shares; No Encumbrances 8
|
Section 5.01
|
Organization; Good Standing and Authority 8
|
Section 5.02
|
Capitalization; No Options 8
|
Section 5.03
|
Organizational Documents 9
|
Section 5.04
|
Validity of Certain Agreements 9
|
Section 5.05
|
No Conflicts 9
|
Section 5.06
|
Title to Vessel; Encumbrances 9
|
Section 5.07
|
Litigation 9
|
Section 5.08
|
Indebtedness to and from Officers, etc 10
|
Section 5.09
|
Personnel 10
|
Section 5.10
|
Contracts and Agreements 10
|
Section 5.11
|
Compliance with Law 10
|
Section 5.12
|
No Undisclosed Liabilities 11
|
Section 5.13
|
Disclosure of Information 11
|
Section 5.14
|
Insurance 11
|
Section 5.15
|
U.S Tax Classification 11
|
Section 6.01
|
Flag 11
|
Section 6.02
|
Classification 11
|
Section 6.03
|
Maintenance 11
|
Section 6.04
|
Liens 12
|
Section 6.05
|
Safety 12
|
Section 6.06
|
No Blacklisting or Boycotts 12
|
Section 6.07
|
No Options 12
|
Section 6.08
|
Vessel Performance 12
|
Section 7.01
|
Covenants of Seller Prior to the Closing 12
|
Section 7.02
|
Covenant of Buyer Prior to the Closing 13
|
Section 8.01
|
Conditions of the Parties 13
|
Section 8.02
|
Conditions of Seller 14
|
Section 8.03
|
Conditions of Buyer 14
|
Section 9.01
|
Termination of Agreement 15
|
Section 9.02
|
Amendments and Waivers 15
|
Section 10.01
|
Indemnity by Seller 15
|
Section 10.02
|
Indemnity by Buyer 16
|
Section 11.01
|
Further Assurances 17
|
Section 11.02
|
Powers of Attorney 17
|
Section 11.03
|
Headings; References; Interpretation 18
|
Section 11.04
|
Successors and Assigns 18
|
Section 11.05
|
No Third Party Rights 18
|
Section 11.06
|
Counterparts 19
|
Section 11.07
|
Governing Law 19
|
Section 11.08
|
Severability 19
|
Section 11.09
|
Integration 19
|
Section 11.10
|
No Broker’s Fees 19
|
Section 11.11
|
Notices 19
|
Section 11.12
|
Survival of Representations and Warranties 19
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
By:
|
/s/ Brian Tienzo
Name: Brian Tienzo Title: Attorney-in-Fact |
Phone
|
+44 207 063 7900
|
Fax:
|
+44 207 063 7901
|
Attention:
|
Brian Tienzo
|
1.
|
Golar shall pay to the Partnership an aggregate fee equal to $22,000,000.00 in six equal monthly installments of $3,666,666.67 starting on January 31, 2015 and ending on June 30, 2015 for the right to use, charter and enjoy the vessel and its benefits without restriction;
|
2.
|
The Partnership shall pay to Golar any hire payments actually received by the Partnership or its subsidiaries with respect to the Vessel, pursuant to the Charter or otherwise, for services performed between January 1, 2015 and June 30, 2015; and
|
3.
|
If requested by Golar, the Partnership shall charter the Vessel to a party other than the Charterer for any length of time between the Closing Date and the earlier of (a) the Hire Commencement Date (as such term is defined in the Charter) and (b) June 30, 2015.
|
(a)
|
th
e
International Safety Managem
e
n
t Co
de (including the guidelines on its impl
e
mentation) (
"
ISM Code"), adopted by the Int
e
rna
t
i
o
n
a
l Maritime Organization As
s
embl
y as
R
es
olutions
A.
741 (18) (as amended by MS
C
I04(
7
3
)
a
nd A.913(22) superseding Re
so
luti
o
n
A.
788 (18),
as
the
s
ame may be amended
, s
uppl
e
m
e
nt
e
d
o
r super
s
eded from time t
o t
im
e (a
nd
t
h
e
terms
"
sa
f
e
t
y
management
s
y
st
em
"
,
"
Sa
f
e
t
y
M
a
na
g
ement Certific
a
te
"
and
"
D
o
c
um
e
nt
o
f
Co
mplianc
e"
h
a
ve th
e sa
m
e
m
ea
nin
gs a
s a
re g
iven t
o
th
e
m in the ISM
Co
de
);
|
(b)
|
t
h
e
Int
e
rnational Ship and P
o
rt
Fac
ilit
y Se
curit
y
Cod
e co
n
s
titut
e
d pur
s
u
a
nt
to
r
eso
lution A
.
92
4
(
2
2
)
o
f the In
te
rn
a
ti
o
n
a
l
Mar
itim
e
Or
gan
i
za
tion adopted b
y
a D
i
pl
o
m
at
ic
c
o
nference
o
f
t
he IMO
o
n Mari
t
ime Secur
i
t
y o
n 1
3 Dece
mb
e
r 2002 and no
w s
et
o
ut in
C
h
a
p
ter X
I-2 of the
Sa
f
e
t
y o
f Life at Sea Convent
i
on (
SOLAS
) 1974 (as amended), as t
he sa
m
e
m
ay
b
e a
mended
o
r
s
upplemented from time to t
i
m
e;
|
(c)
|
Ann
ex
VI (Regulations for the Pr
e
v
e
n
t
i
o
n
o
f Air Pollution from Ship
s
) t
o t
h
e
International
Conve
ntion f
o
r th
e
Pr
e
v
e
ntion
of Po
ll
u
ti
o
n
f
r
o
m Ship
s
1973 (
as a
mend
e
d
i
n 1978
a
nd 1997);
a
nd
|
(d)
|
all
ot
h
e
r la
ws a
nd r
eg
ul
at
i
o
n
s a
p
plic
a
bl
e
t
o
th
e Vesse
l
,
it
s
ow
n
e
r
s
h
ip,
o
pe
r
a
ti
o
n
a
nd m
a
n
a
g
e
m
e
n
t
, in
cl
udin
g
b
u
t not limit
e
d
t
o a
ll
E
n
v
ironment
a
l L
aw.
|
1.
|
P
urchase Price
|
2.
|
Deposit
|
3.
|
Paym
e
nt
|
4.
|
In
s
p
ect
ions
|
5.
|
N
o
ti
ces
, time and pl
ace of
d
e
liv
e
ry
|
(a)
|
Th
e Se
ll
e
r
s
shall kee
p t
he
B
u
y
ers well inf
ormed o
f the Vessel'
s iti
n
era
ry and shall p
rovide t
he B
uyer
s
w
ith prior n
ot
i
ce of
t
he
estimat
ed t
i
me o
f arrival at t
he
i
nten
ded plac
e of de
l
ivery
.
W
h
e
n
t
h
e Vess
el
is at t
h
e p
l
ace
of
de
li
ve
r
y a
n
d
in
e
ver
y
r
espec
t
p
h
y
s
i
ca
ll
y
rea
dy for de
liv
e
r
y
in
acc
o
r
da
n
ce w
i
t
h
thi
s
Ag
r
eeme
n
t,
th
e S
e
ll
ers
s
h
a
ll
g
i
ve
t
he B
u
y
e
r
s a w
ritt
en Notice of R
e
a
din
ess
f
o
r d
e
li
v
e
r
y.
|
(b)
|
T
h
e Vessel s
hall b
e delive
r
e
d t
o
, and
ta
k
e
n
over by, t
he Bu
y
e
r
s on a strictly “AS IS WHERE IS” basis
s
afely afl
oat at a sa
fe and ac
cess
ibl
e
berth or
a
nch
orage a
t/in Singap
o
r
e
,
in the S
e
ll
ers
'
o
ption.
|
(c)
|
If the S
e
ll
e
r
s
ant
i
cip
a
t
e
th
a
t,
n
o
t
w
i
t
h
st
a
ndin
g
t
h
e
e
x
e
r
c
i
se of due d
ili
ge
n
ce
b
y
them, th
e
Ve
sse
l
w
ill n
o
t
be re
a
dy f
o
r de
li
very
b
y t
h
e c
anc
e
llin
g
d
ate t
h
e
y may no
t
ify th
e
B
u
y
e
r
s
i
n w
r
it
in
g
s
tat
in
g t
h
e dat
e
whe
n th
ey a
nti
c
i
pate t
h
a
t
t
h
e Vesse
l
w
il
l
be rea
d
y
f
o
r
de
l
ive
r
y
an
d p
rop
os
e
a
n
ew
ca
n
c
e
llin
g
da
t
e.
U
po
n r
ece
i
pt
o
f
s
u
c
h n
oti
fi
ca
ti
o
n
th
e
B
u
ye
rs s
h
a
ll h
ave
t
h
e
o
p
ti
o
n
of
e
ith
e
r
ca
n
ce
ll
in
g
t
h
i
s Ag
r
eem
e
nt in
a
cc
ordance w
ith
C
l
a
us
e
1
6 w
ithin
7 (
se
ve
n
) ru
nn
ing d
a
ys of
r
e
ce
i
p
t
o
f
the not
i
ce o
r
o
f
accepting t
h
e
n
e
w
date a
s
th
e
n
ew c
a
n
c
e
ll
in
g
d
a
t
e
.
If t
h
e B
u
ye
r
s
h
ave not d
e
cla
r
e
d t
heir
opt
i
o
n
w
i
t
hin
7 (seve
n
) runn
in
g days of
r
e
c
e
ipt of t
h
e Se
ll
er
s
' n
o
tifi
cat
i
o
n
o
r i
f t
h
e B
u
y
er
s
accept
th
e
n
ew date
,
t
h
e
date propose
d
i
n th
e
Se
ller
s
' n
o
t
i
fic
a
t
i
o
n
s
h
a
ll b
e de
e
med to b
e
th
e
n
e
w ca
n
ce
llin
g
d
a
t
e
a
n
d s
h
a
ll b
e s
ub
st
i
t
u
t
e
d for t
h
e c
a
n
cellin
g
da
t
e st
i
p
ul
a
t
ed in C
l
a
u
se 5 (
b).
|
6.
|
Total L
o
s
s
|
7.
|
Dr
y-doc
ki
ng
|
8.
|
S
p
a
r
es/
bunk
e
r
s,
etc
.
|
9.
|
N
o W
a
r
ranty
|
10.
|
Rep
r
e
se
n
ta
tions and W
arr
a
nties
|
(a)
|
T
he S
e
ll
e
r
s
represent
a
n
d warra
nt to the Bu
ye
rs
as
follow
s
:
|
(i)
|
T
he Se
ller
s
a
r
e du
l
y
incor
p
o
ra
te
d
a
n
d v
a
lid
l
y exi
s
tin
g
u
n
d
e
r
th
e
l
a
w
s of
t
h
e
M
a
r
s
h
a
ll I
s
l
a
n
ds
;
|
(ii)
|
The Se
ller
s
h
a
v
e
th
e
c
or
p
o
r
a
t
e ca
pac
i
ty
, a
n
d have
tak
e
n
a
ll
corpora
te action a
nd
o
b
t
a
ined all
c
o
n
se
nt
s
n
ec
essary
fo
r i
t
to e
xec
ute t
he D
o
c
u
me
n
ts
t
o whic
h
i
t
i
s a
pa
rt
y
an
d to sell th
e
V
esse
l and that
a
ll
s
u
c
h consen
ts
r
em
ai
n
i
n
f
o
rce
and
n
ot
h
i
n
g
h
a
s
o
c
c
urred which
m
a
ke
s
a
ny of them li
ab
le
t
o
revoc
a
t
io
n
;
|
(iii)
|
E
ac
h
o
f
t
h
e
D
oc
um
e
n
t
s
t
o w
hi
c
h th
e
S
e
ll
e
r
s
is a
p
a
r
t
y
c
o
n
s
ti
t
ut
e
s t
he
l
ega
l
,
va
l
i
d
a
n
d
b
in
di
n
g o
bli
ga
ti
o
n
s
of
t
h
e
S
e
ll
e
r
s e
n
forc
e
a
b
le
a
g
a
i
n
s
t th
e
m
in
ac
cor
d
a
n
c
e
w
i
th th
e
ir
r
es
p
e
c
t
i
ve
te
r
m
s, s
ubj
ec
t
to an
y
r
e
l
e
v
a
nt
i
n
so
l
venc
y
l
aw
s
af
f
e
ct
i
ng c
re
dit
or
s'
ri
g
ht
s ge
ne
r
a
ll
y
;
|
(iv)
|
t
h
e
execution
by
t
h
e S
ellers of th
e
D
o
c
uments
to
w
h
ic
h
t
hey
a
re
a
p
a
r
ty
a
nd
t
h
e
ir
comp
liance with
t
h
e
t
e
rms o
f s
u
c
h
D
o
c
umen
t
s w
i
ll
n
o
t
i
n
v
o
l
ve or
l
ea
d
t
o
a
c
o
n
t
r
av
enti
o
n
o
f an
y
app
lic
a
bl
e
o
r r
e
l
e
va
nt l
aw
or r
eg
ul
a
t
i
o
n
,
th
e con
s
t
i
tu
ti
o
n
a
l
d
o
c
u
me
n
t
s
of
t
h
e Se
ll
er
s
or a
n
y
co
n
t
r
act
u
a
l o
r
o
t
h
er
ob
li
ga
t
io
n
or
r
e
s
t
r
ic
t
i
o
n
w
hi
c
h i
s
b
ind
in
g on
t
h
e Se
ll
e
r
s
or a
n
y o
f
th
e
ir
as
s
e
t
s
;
|
(v)
|
n
o
le
g
a
l
or
admi
n
i
s
t
rat
i
ve
ac
t
i
o
n
i
n
vo
l
ving
the
Se
ll
e
r
s
(in
cludin
g
a
ct
io
n
r
e
l
at
in
g to a
ny
alleged
or ac
t
u
a
l
b
r
e
ach of th
e
In
t
e
rn
a
ti
onal Re
gu
l
a
ti
on
s
) has
b
e
en c
omm
e
nc
e
d
o
r t
a
ke
n or, to th
e Sellers
knowled
ge
,
i
s
l
ik
e
ly to b
e
c
omm
e
n
c
e
d o
r
t
ak
en
(o
th
e
r th
a
n
as d
i
s
cl
os
ed in
wr
i
t
i
n
g
t
o
the Buyers)
w
hi
c
h would
a
ffec
t
i
t
s
ab
ilit
y
t
o p
e
r
fo
rm
i
t
s
o
bli
ga
tion
s
un
d
e
r thi
s
|
(b)
|
T
h
e
B
u
yers
re
p
r
e
s
en
t a
n
d w
a
rr
a
n
t
t
o
the S
e
ll
e
r
s
as
f
o
ll
o
ws:
|
(i)
|
th
e
B
u
y
e
r
s a
r
e
du
l
y
i
n
co
rporat
e
d
a
n
d
v
a
li
d
l
y e
x
is
ti
n
g
und
e
r th
e
l
aw
s o
f
I
ndon
es
i
a;
|
(ii)
|
T
h
e
Buyers h
av
e
t
h
e
co
rporate c
ap
ac
i
ty, a
nd h
a
v
e t
a
k
e
n
a
ll co
r
pora
t
e
ac
t
i
o
n
a
nd o
btained all c
o
n
se
nt
s
n
e
cessary for
it t
o e
x
ecute
t
h
e
D
o
c
u
m
e
n
t
s
a
nd
t
o
pur
ch
a
se
and
to pay for the Vessel and to register the Vessel in its name under Indonesian flag and to make all the payments contemplated by, and to comply with, the Documents, and that all such consents remain in force and nothing has occurred which makes any of them liable to revocation;
|
(iii)
|
each of the Documents constitutes the legal, valid and binding obligations of the Buyers enforceable against it in accordance with their respective terms, subject to any relevant insolvency laws affecting creditors' rights generally;
|
(iv)
|
the execution by the Buyers of the Documents to which it is a party and their compliance with the terms of such Documents will not involve or lead to a contravention of any applicable or relevant law or regulation, the constitutional documents of the Buyers or any contractual or other obligation or restriction which is binding on the Buyers or any of their assets;
|
(v)
|
all payments which the Buyers are liable to make under the Documents to which they are a party may be made without deduction or withholding for or on account of any tax payable under any law of Indonesia;
|
(vi)
|
no legal or administrative action involving the Buyers (including action relating to any alleged or actual breach of the International Regulations) have been commenced or taken or
,
to the Buyers' knowledge, is likely to be commenced or taken (other than as disclosed in writing to the Sellers); and
|
(vii)
|
all requirements of international laws and regulations as they relate to the Buyers have been complied with.
|
11.
|
Doc
um
e
n
tat
i
o
n
|
(a)
|
T
h
e p
l
a
c
e
of cl
o
s
i
ng: Singapore
|
(b)
|
Un
l
ess othe
r
wi
s
e agreed by t
h
e
S
e
ll
e
r
s
, the Se
ll
er
s
s
h
a
ll
not
b
e o
bli
ged to deliver t
h
e Ve
s
sel to t
h
e Buyers
u
n
l
ess a
n
d unti
l i
t
h
a
s
r
e
c
e
i
ved:
|
(i)
|
from
t
h
e B
uye
r
s
:
|
(A)
|
cer
tifi
e
d
true cop
i
es
of corporate
r
e
so
lutions a
n
d
/
o
r
a
u
t
ho
ri
z
ation
s
f
r
om th
e
Buy
e
r
s
,
eac
h
du
l
y nota
ri
zed by a
n I
ndone
s
i
a
n
notary and co
n
s
t
i
tu
t
iona
l
docu
m
e
nt
s
of t
h
e Buyer
s
in
a form to th
e
sati
s
f
ac
tion of t
h
e Sellers a
n
d the
i
r Indonesian
l
e
g
al counse
l,
duly a
u
thor
i
z
in
g
ex
ec
u
tion of t
h
e D
o
cuments to w
hi
c
h t
he Buye
r
s
i
s a party
a
n
d
i
f nece
ssa
ry, a
n
o
ri
g
inal o
f
a
n
y powe
r
of attorney pur
s
uant to wh
i
ch a
n
y Docum
e
n
t
i
s
signed b
y
th
e
Buyers,
e
ach du
l
y no
t
ar
i
zed by an Indo
n
e
s
ian notary;
|
(B)
|
cop
i
es of
a
n
y consents
,
li
ce
n
s
e
s,
a
pprova
l
s
or r
e
g
i
stra
ti
o
n
s requ
ir
ed by the Buy
e
r
s
i
nc
l
uding SURAT
I
ZIN USAHA P
E
RUS
A
HAAN
A
NGKUTAN
L
AU
T
(SIU
P
AL)
t
o pe
rf
o
r
m
it
s
ob
li
gatio
n
s
un
de
r
t
h
e Docume
n
t
s
and to en
a
b
l
e it to op
e
ra
t
e as a
s
hipp
in
g
c
o
m
p
a
n
y;
|
(C)
|
c
e
r
t
i
fied t
r
ue cop
i
es of each of t
h
e
Docu
m
ent
s
t
o
geth
e
r w
i
t
h
a
n
y docum
e
n
ts or othe
r
notices
r
equired ther
e
u
n
d
e
r
and do
c
u
m
entary
e
v
i
de
n
ce satisfac
t
o
r
y to t
h
e
Se
ll
e
r
s th
a
t
ea
c
h
of th
e
Document
s
is i
n
fu
ll
f
or
c
e
and effect;
|
(ii)
|
Documentary
e
vidence sati
s
factory to the Se
ll
ers tha
t
:
|
(iii)
|
Certified English translations of any documents which the Sellers may require.
|
(c)
|
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a protocol of delivery and acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
|
(i)
|
the classification certificate(s) as well as all plans and other certificates which are on board the Vessel at the time of delivery unless the Sellers are required to retain the same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of the same;
|
(ii)
|
a legal Bill of Sale in a form recordable in Indonesia, evidencing the transfer of the whole title, ownership and interests in the Vessel to the Buyers and stating the sale pri
c
e
o
f th
e
Ve
sse
l, d
ul
y nota
r
i
ze
d
a
nd
,
if r
e
quir
e
d by th
e
law
s o
f Ind
o
n
es
i
a,
l
ega
li
zed
.
|
12.
|
Taxe
s
,
e
tc.
|
13.
|
Condition on deliver
y
|
14.
|
Buye
r
s' d
e
f
a
ult
|
(a)
|
Shoul
d
the D
epos
it not
be
p
a
i
d
in
a
cc
o
rd
a
n
ce w
ith Cl
a
us
e
2,
t
h
e Se
lle
rs
h
ave t
h
e
ri
g
ht
to
can
ce
l thi
s
A
g
r
ee
m
ent
,
a
nd th
ey s
h
a
ll be entitl
e
d t
o c
l
a
im
co
mpen
s
at
i
on f
o
r th
e
ir lo
sse
s
a
nd for all e
x
p
e
n
ses
incu
r
red to
g
eth
e
r with in
te
r
est there on.
|
(b)
|
Should th
e
Purchase
Pr
i
ce
not be p
a
id in accord
a
n
ce
with Cl
a
u
se 3
, t
h
e S
e
ll
e
r
s
h
ave
th
e rig
ht t
o
canc
e
l th
e
Agre
e
m
e
nt
,
in wh
ic
h
case
th
e
D
epos
i
t s
hall b
e
r
e
t
urn
ed to t
h
e
S
e
ll
e
r
s
.
I
f
th
e
D
e
p
os
it d
o
e
s
n
o
t
cover t
h
e
ir lo
ss, the Se
ll
e
r
s
s
h
a
ll
be e
n
t
itl
ed
to
cl
ai
m
furt
h
er c
o
mpen
sa
ti
o
n
fo
r t
h
ei
r l
oss
es a
nd
for
a
ll
expe
n
s
e
s
in
c
u
rre
d
to
g
et
h
e
r
w
i
t
h
int
eres
t.
|
15.
|
Sellers d
e
fault
|
16.
|
Bu
y
er
s
' r
e
present
a
t
i
v
es
|
17.
|
L
a
w
|
(a)
|
Thi
s Ag
r
ee
me
nt
s
h
all b
e g
ov
e
rn
e
d b
y
a
n
d
co
n
s
trued
a
nd
r
e
l
a
tio
n
s b
e
t
wee
n
t
he p
a
rtie
s
d
et
e
rmin
e
d
in
a
c
cor
d
a
n
c
e with
the
laws
o
f
E
n
g
l
a
nd.
|
18.
|
G
overnin
g
L
a
n
g
u
age
|
Signed for and on behalf of the Buyers
|
Signed for and on behalf of the Sellers
|
|
|
/s/ Sanggam P
Name: Sanggam P
Title: President Director
Date: 19 December 2014
|
/s/ Pernille Noraas
Name: Pernille Noraas
Title: Attorney-In-Fact
Date: 19 December 2014
|
B)
|
The Owner wishes to have the Vessel converted to a floating liquefied natural gas (“
FLNG
”) vessel, as specified in this Agreement, by the Contractor and has appointed the Sub-Contractor nominated by the Owner as the Contractor’s sub-contractor to carry out the Sub-Contract Works.
|
C)
|
The Contractor shall carry out and be responsible for the Contractor’s Scope on the terms and conditions set forth in this Agreement. The Sub-Contractor shall carry out and be responsible for the Topsides Scope as the Contractor’s sub-contractor. The Contractor shall perform its own obligations under the GIMI Topsides Agreement and use reasonably practicable endeavours (in accordance with the Contractor’s Scope) for the Sub-Contractor to perform its obligations under the GIMI Topsides Agreement.
|
D)
|
The Owner has provided the Contractor and the Sub-Contractor with the Basis of Design and the Owner Rely-Upon Information for the purpose of the front-end engineering design (“
FEED
”) of the Contractor’s Scope and the Topsides Scope.
|
E)
|
Relying on the Basis of Design and Owner Rely-Upon Information the Contractor carried out the FEED for the Contractor’s Scope and engaged the Sub-Contractor to carry out the FEED for the Sub-Contract Works (collectively the “
FEED Studies
”).
|
F)
|
The Owner has reviewed the FEED Studies and has endorsed the FEED Studies. It shall be the Contractor and Sub-Contractor’s obligation to ensure that the portion of the FEED Studies performed by it is in accordance with the Basis of Design. The Contractor has adopted the FEED Studies for the design and engineering of the Contractor’s Scope, and the Sub-Contractor has adopted the FEED Studies for the Topsides Scope.
|
G)
|
The Owner recognises that the Contractor is reliant on the Sub-Contractor for the performance of the Topsides Scope.
|
H)
|
The Owner has had the opportunity to review and is aware of the terms of the GIMI Topsides Agreement.
|
1.
|
DEFINITIONS
|
1.1
|
In this Agreement, the following expressions shall have the following meanings except where the context requires otherwise:
|
1.1.1
|
“
Affiliate
” means, with respect to a company or legal entity, any other company or legal entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such company or legal entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a company or legal entity, whether through the ownership of voting securities, by contract or otherwise;
|
1.1.2
|
“
Agreement
” means this Agreement comprising all of the Articles hereof and the Appendices referred to herein;
|
1.1.3
|
“
Anti-Bribery Laws
” shall mean the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010 (as amended from time to time), and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other person;
|
1.1.4
|
“
Applicable Laws
” means all national, municipal or state statutes, laws, ordinances, certifications, orders, decrees, licences, regulatory approvals, agreements, judgments, rules, and regulations, or other legislative or administrative action or official requirement of any Authority having jurisdiction over all or any part of the Works including Authorisations, with the exception of those at the Project Site;
|
1.1.5
|
“
Approved Vendor
” means any person listed in Appendix 8;
|
1.1.6
|
“
Article
” means an article of this Agreement. “
Articles
” shall accordingly refer to articles of this Agreement;
|
1.1.7
|
“
Authorisation
” means any permit, consent, approval, authorisation, agreement, no objection certificate, waiver or licence which must be obtained from any Authority by the Owner or the Contractor in connection with the Works or in order for the Works to be performed and for any portion of the Works to be transported, imported or exported;
|
1.1.8
|
“
Authority
” means any national, federal, regional, state, municipal or local government, and any division, body, ministry, department, instrumentality, agency, authority or other emanation of any of the same, including any court, commission, board, branch or similar authority of such government and any body empowered to grant, withdraw or determine the terms and conditions of any Authorisation;
|
1.1.9
|
“
Basis of Design
” means the basic engineering set out in Appendix 1A;
|
1.1.10
|
“
Business Day
” means a day on which banks are open for business in Singapore;
|
1.1.11
|
“
Certification Body
” means DNV while performing the function referred to in Article 8;
|
1.1.12
|
“
Certificate of Vessel Leaving The Yard
” means the document referred to in Article 20.1;
|
1.1.13
|
“
Change in Law”
means any change in Applicable Laws including any new or change in interpretation of any Applicable Laws by any Authority (excluding only any Applicable Laws with respect to taxes on or measured by the Contractor’s net income or its employees’ income or similar measurements or withholding) that is enacted after the Date of Agreement;
|
1.1.14
|
“
Classification Society
” or “
DNV
” means
Det Norske Veritas Germanischer Lloyd
;
|
1.1.15
|
“
Commissioning
” means inspections and testing to verify and document functionality and operability;
|
1.1.16
|
“
Commissioning Certificate
” means a certificate following successful Commissioning of the Works as referred to in Article 19.2;
|
1.1.17
|
“
Commissioning Spares
” means those replacement parts that may be required for Startup and Commissioning. For the avoidance of doubt, Commissioning Spares do not include operational or capital spares, which are to be provided by the Owner as Owner’s Spares;
|
1.1.18
|
“
Confidential Information
” shall have the meaning given to it in Article 39;
|
1.1.19
|
“
Contract Price
” means the total price for the performance of the Works and Sub-Contract Works, pursuant to Article 15 of this Agreement, and as the same may be adjusted in accordance with the provisions of this Agreement, including the First Price Review and the Second Price Review;
|
1.1.20
|
"
Contractor Background Intellectual Property
" means the pre-existing Intellectual Property Rights of the Contractor and original drawings, specifications, reports and other Project Information which the Contractor prepares and delivers pursuant to this Agreement and/or the GIMI Topsides Agreement and any intellectual property of the Contractor developed, used or modified by the Contractor in the performance of the Works;
|
1.1.21
|
“
Contractor Guarantor
” means Keppel Offshore & Marine Ltd;
|
1.1.22
|
“
Contractor’s Group
” means, collectively, the group of entities and persons comprising of the Contractor, its Affiliates, its contractors and subcontractors at all tiers (excluding any member of the Sub-Contractor’s Group) and the representatives, agents, officers, directors, employees and personnel of each and every one of the foregoing entities but excluding any member of the Sub-Contractor’s Group;
|
1.1.23
|
“
Contractor’s Notice to Proceed
” shall have the same meaning as in the Topsides Agreement;
|
1.1.24
|
“
Contractor’s Scope
” means the scope of work set out in Appendix 1;
|
1.1.25
|
“
Conversion Price
” shall have the meaning given to it in Article 15.3 and as the same may be adjusted in accordance with the provisions of this Agreement, including the First Price Review and the Second Price Review;
|
1.1.26
|
“
Date of Agreement
” shall have the meaning given to it in the recitals;
|
1.1.27
|
“
Day
” means a calendar day;
|
1.1.28
|
“
Default Interest Rate
” means eight per cent (8%) per annum;
|
1.1.29
|
“
Delivery
” means when the Vessel is delivered by the Owner to the Contractor in accordance with Article 5;
|
1.1.30
|
“
Delivery Certificate
” means a certificate in the form of Appendix 10;
|
1.1.31
|
“
Delivery Date
” shall be the date on or the period during which the Vessel is required under Article 5.2(a) of this Agreement to be delivered by the Owner to the Contractor;
|
1.1.32
|
“
Derivative Works
” means any minor or major change, elaboration, annotation, modification, new functions or features, new capability and improvement, update, upgrade, whether it is software, or copyrightable, patentable or not, made to the Owner Background Intellectual Property in whole or in part, by or on behalf of the Contractor or the Sub-Contractor, as the case may be, using, incorporating, based on, derived from or in relation to the Owner Background Intellectual Property. For the avoidance of doubt, Derivative Works do not include any improvement, invention, know-how, Intellectual Property Rights, software, work product or result of services, or any of the other items in the immediately preceding sentence, provided by the Contractor or the Sub-Contractor to the Contractor Background Intellectual Property or the Sub-Contractor Background Intellectual Property, as applicable, and the Intellectual Property Rights therein shall be retained by the Contractor and the Sub-Contractor respectively.
|
1.1.33
|
“
Directed Change
” shall have the meaning given to it in Article 13.3;
|
1.1.34
|
“
Disputed Difference
” shall have the meaning given to it in Article 13.3;
|
1.1.35
|
“
Early Works
” has the meaning given to it in Article 3.1;
|
1.1.36
|
“
Effective Date
” means the date on which all the conditions in Article 2 have been fulfilled;
|
1.1.37
|
“
Equipment
” means the system to be supplied by the Sub-Contractor for the liquefaction of natural gas, including front-end gas treatment and conditioning, that complies with the requirement(s) of the FEED Study Report and with other terms and conditions of this Agreement. A reference to Equipment includes all the individual component equipment of the Equipment, as well as all the materials and equipment to be procured by the Sub-Contractor, for permanent installation on the Vessel;
|
1.1.38
|
“
Extended Warranty Period
” means the period stated in Article 34.5;
|
1.1.39
|
“
FEED Studies
” shall have the meaning given to it in recital E;
|
1.1.40
|
“
FEED Study Report
” means the front end engineering design report prepared by the Sub-Contractor for the Contractor which is in Appendix C of the GIMI Topsides Agreement;
|
1.1.41
|
“
Final Acceptance
” means the successful completion of all Performance Tests at the Project Site and completion of the Topsides Scope as set out in Appendix O of the GIMI Topsides Agreement;
|
1.1.42
|
“
First Gas
” means the date when feed gas is first introduced to the Equipment after arrival of the Vessel at the Project Site;
|
1.1.43
|
“
First Price Review
” shall have the meaning given to it in Article 15.14.1;
|
1.1.44
|
“
Fixed Price
” shall have the meaning given to it in Article 15.1;
|
1.1.45
|
“
Flag State Registry
” means the Marshall Islands Registry;
|
1.1.46
|
“
Force Majeure Event
” has the meaning given in Article 30.2;
|
1.1.47
|
“
GIMI
Direct Agreement
” means the direct agreement between the Owner, the Contractor and the Sub-Contractor dated on or about the date of this Agreement;
|
1.1.48
|
“
GIMI Topsides Agreement
” means the agreement between the Contractor and the Sub-Contractor, a copy of which is Appendix 2;
|
1.1.49
|
"
Government Official
" shall have the meaning ascribed to it in Article 48.1;
|
1.1.50
|
“
Guaranteed LNG Output
” shall have the meaning given in the GIMI Topsides Agreement;
|
1.1.51
|
“
Guaranteed Performance Certificate
” means the document referred to in Article 27.9;
|
1.1.52
|
“
HAZOP
” has the meaning given to it in Article 14.4;
|
1.1.53
|
“
Initial Payment
” shall have the same meaning as in the Topsides Agreement;
|
1.1.54
|
“Intellectual Property Rights
” means any and all rights of, in and to, wherever and whenever existing in: (a) any invention (whether or not patentable); (b) any and all patents, patent applications, together with all provisionals, reissuances, continuations, or divisionals thereof, any invention therein, and any related invention disclosures; (c) trademarks, service marks, trade dress, trade names, corporate names, other names, logos, brands, symbols, indicia of origin and/or design of any kind, in any language and/or any script, domain names and URLs; (d) copyright, mask works, any works (whether copyrightable or not), all copies therefrom, and including all applications, registrations, and renewals in connection therewith, whether based on statute or common law; (e) trade secrets, confidential information and other proprietary business information; (f) any translation, transliteration, copy, reproduction, manifestation, derivation or version of any of the foregoing, in any form or format whatsoever; and (g) all goodwill and reputation associated therewith; and all applications, registrations and renewals in connection therewith and thereto.
|
1.1.55
|
“
ITP Plan
” means the schedule of testing provided by the Contractor to the Owner in accordance with Article 11.10;
|
1.1.56
|
“
Limited Notice to Proceed
” has the meaning given in Article 3.1.3;
|
1.1.57
|
“
Mechanical Completion
” means that the Works and the Sub-Contract Works are mechanically, electrically and functionally complete, and ready for Pre-Commissioning;
|
1.1.58
|
“
Mechanical Completion Certificate
” means a certificate in the form in Appendix 10;
|
1.1.59
|
“
Milestone Achievement Certificate
” shall have the meaning prescribed in the GIMI Topsides Agreement;
|
1.1.60
|
“
Minimum Performance
” means when the liquefaction plant has achieved, in the aggregate, an average LNG output of at least 80 per cent of the Guaranteed LNG Output over a period of 72 consecutive hours.
|
1.1.61
|
“
Minimum Performance Certificate
” means the document referred to in Article 27.8;
|
1.1.62
|
“
OFE
” means all the equipment and other supplies specified in Appendix 4 to be furnished by the Owner to the Contractor in accordance with this Agreement;
|
1.1.63
|
“
Outstanding Works
” shall have the meaning ascribed to it in Article
17.2;
|
1.1.64
|
“
Owner Background Intellectual Property
” means the pre-existing Intellectual Property Rights of the Owner and original drawings, specifications, reports, and other engineering documents which the Owner prepares and delivers pursuant to this Agreement and any intellectual property of the Owner developed, used or modified by the Owner in the performance of its obligations in this Agreement;
|
1.1.65
|
“
Owner Rely-Upon Information”
means all the information contained in the documents listed in Appendix 1C;
|
1.1.66
|
“
Owner’s Group
” means, collectively, the group of entities and persons comprising of the Owner, its immediate customer(s) in respect of the Vessel, such customer’s or customers’ intermediate and ultimate clients (who can benefit from the use of or employment of the Vessel whether as a charterer of the Vessel or from the exploration or production of hydrocarbons or otherwise), the Affiliates of each and every one of the foregoing entities at all tiers, each and every one of the contractors and subcontractors, excluding any member of the Contractor’s Group or the Sub-Contractor’s Group, at all tiers of the foregoing entities, invitees or guests of the Owner, the registered (or beneficial) owner, manager and crew of the Vessel and the representatives, agents, officers, directors, employees and personnel of each and every one of the foregoing entities, but excluding any member of the Contractor’s Group or of the Sub-Contractor’s Group;
|
1.1.67
|
“
Owner’s Notice to Proceed
” means the written notice from the Owner to the Contractor authorising the Contractor to commence full performance of the Works, and directing the Contractor to authorise the Sub-Contractor to perform the full scope of the Sub-Contract Works via a Contractor’s Notice to Proceed;
|
1.1.68
|
“
Owner’s Representative
” shall be the representative of the Owner appointed pursuant to Article 11.1;
|
1.1.69
|
“
Owner’s Spares
” means the two-year operational and capital spares in respect of the Equipment that are OFE;
|
1.1.70
|
“
Parent Company Guarantee
” means the guarantee in the form set out in Appendix 10;
|
1.1.71
|
“
Parties
” means both the Contractor and the Owner. A “
Party
” means either the Contractor or the Owner;
|
1.1.72
|
“
Performance Guarantees
” means those guarantees by the Sub-Contractor specified in Appendix N of the GIMI Topsides Agreement;
|
1.1.73
|
“
Performance Tests
” means the tests set out in the Specifications to be carried out by the Owner with the assistance of the Sub-Contractor at the Project Site;
|
1.1.74
|
“
Permitted Delay Event
” means any one of the following:
|
(a)
|
any default or act of prevention of the Owner or act or omission of the Owner or any contractor engaged by the Owner; or
|
(b)
|
a Variation awarded in accordance with this Agreement; or
|
(c)
|
a technical dispute in respect of which the Classification Society upholds the Contractor’s views; or
|
(d)
|
defects that could not be detected by the Contractor using reasonable care and diligence; or
|
(e)
|
a Force Majeure Event; or
|
(f)
|
a delay to the Contractor’s Scope arising out of or in relation to the performance of the GIMI Topsides Agreement, except to the extent such delay is caused by the Contractor;
|
(g)
|
any error, defect, omission, ambiguity or discrepancy in the Basis of Design or the Owner Rely-Upon Information; or
|
(h)
|
a delay to the Contractor’s Scope resulting from events within the control of the Owner and/or any third party;
|
1.1.75
|
“
Plans
” mean drawings, documents and specifications which are required under this Agreement and the Specifications to be submitted to the Owner for approval;
|
1.1.76
|
“
Pre-Commissioning
” means those activities set out in Appendices J, K and Z of the GIMI Topsides Agreement as will be detailed in the pre-commissioning procedures to be developed by the Contractor based on the operations manual to be developed by the Sub-Contractor;
|
1.1.77
|
“
Pre-Commissioning Certificate
” means a certificate in the form of Appendix X of the GIMI Topsides Agreement;
|
1.1.78
|
“
PRICO
®
Licence Agreement
” means the agreement between the Owner and Black and Veatch Corporation pursuant to which Black and Veatch Corporation shall licence to the Owner certain PRICO
®
technology on the terms and conditions set forth therein;
|
1.1.79
|
“
Project Information
” shall mean all technical reports, data, designs, drawings, bill of materials, estimates, instructions, weight information, specifications, recommendations, certificates or other documents or information developed, provided by or on behalf of one party to another party (whether the Owner, the Contractor, or the Sub-Contractor) from time to time showing dimensions, work methods and any other details whatsoever of a technical nature for the purposes of the this Agreement, the GIMI Topsides Agreement, and the FEED Study Report;
|
1.1.80
|
“
Project Schedule
” means the schedule for the execution of the Works, as detailed in Appendix 1D, as may be amended from time to time in accordance with this Agreement;
|
1.1.81
|
“
Project Site
” means the location where the Project Site Works are to be carried out;
|
1.1.82
|
“
Project Site Commissioning
” means those activities set out in Appendices D, K and Z of the GIMI Topsides Agreement as will be detailed in the Project Site Commissioning procedures developed by the Sub-Contractor;
|
1.1.83
|
“
Project Site Personnel
” means all personnel provided by the Owner for the Project Site Works, to include, officers and crew, mechanics, labourers, skilled craftsmen, technicians, operators trained by the Sub-Contractor and all other personnel in sufficient quantity and quality to undertake in good time all activities required at or near the Project Site;
|
1.1.84
|
“
Project Site Works
” means the works and services to be performed by the Contractor and/or the Sub-Contractor after the Vessel has arrived at the Project Site and up to and including Final Acceptance (the Contractor’s role as specified in and forming part of the Contractor’s Scope and the Sub-Contractor’s role as specified in and forming part of the Sub-Contract Works), and the works and services to be performed at the Project Site by the Project Site Personnel, as more particularly described in Appendices D, K and Z of the GIMI Topsides Agreement;
|
1.1.85
|
“
Protocol of Mechanical Completion
” means the document in the form of Appendix 10;
|
1.1.86
|
“
Protocol of Redelivery and Acceptance
” means the document in the form of Appendix 10;
|
1.1.87
|
“
Provisional
Conversion Price
” shall have the meaning given to it in Article 13.3;
|
1.1.88
|
“
Prudent Engineering and Construction Practice
” means a thorough, efficient and workmanlike manner with due diligence and care by qualified and competent personnel, exercising that degree of skill and diligence which would ordinarily be expected from a skilled and experienced international contractor engaged in a similar undertaking to the Contractor’s Scope;
|
1.1.89
|
“
Ready for First Gas
” shall occur when the conditions set forth in Article 23.2 have been achieved;
|
1.1.90
|
“
Ready for First Gas Certificate
” means the certificate in the form of Appendix 10 issued in accordance with Article 23.2;
|
1.1.91
|
“
Ready for Startup Certificate
” means the certificate in the form of Appendix 10;
|
1.1.92
|
“
Redelivery
” means the final acceptance by the Owner of the Works in accordance with Article 20;
|
1.1.93
|
“
Redelivery Date
” shall be the date on which Redelivery is required to take place as established in accordance with Article 22 of this Agreement and Clause 27 of the GIMI Topsides Agreement;
|
1.1.94
|
“
Restricted Party
” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);
|
1.1.95
|
“
Sailaway
” means the departure of the Vessel from the anchorage or location referred to in Article 23;
|
1.1.96
|
“
Sanctions
” means the economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“
OFAC
”), the United States Department of State, and Her Majesty’s Treasury (“
HMT
”) (together the “
Sanctions Authorities
”);
|
1.1.97
|
"
Sanctions List
" means the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, the
Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT,
or
any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;
|
1.1.98
|
“
Second Price Review
” shall have the meaning given to it in Article 15.14.2;
|
1.1.99
|
“
Specifications
” means, collectively, the specifications and general drawing arrangements as contained in Appendix 1B, including any amendments thereto pursuant to the terms of this Agreement;
|
1.1.100
|
“
Startup
” means, for each train, that period of time beginning with the initial operation of the Equipment for the production of LNG and ending at achievement of Final Acceptance;
|
1.1.101
|
“
Sub-Contract Works
” means the product of work by the Sub-Contractor in the performance of the Topsides Scope;
|
1.1.102
|
“
Sub-Contractor Background Intellectual Property
” means the pre-existing Intellectual Property Rights of the Sub-Contractor and the original drawings, specifications, reports and other Project Information which the Contractor prepares and delivers pursuant to the GIMI Topsides Agreement and any intellectual property of the Sub-Contractor developed, used or modified by the Sub-Contractor in the performance of the Sub-Contract Works;
|
1.1.103
|
“
Subjective Error
” shall have the meaning given to it in Article 14.2;
|
1.1.104
|
“
Substantial Performance
” means when the liquefaction plant has achieved, in the aggregate, an average LNG output of at least 70 per cent of the Guaranteed LNG Output over a period of 72 consecutive hours;
|
1.1.105
|
“
Substantial Performance Certificate
” means the document referred to in Article 27.7;
|
1.1.106
|
“
Sub-Contractor
” means a consortium consisting each of Black and Veatch Corporation, Black and Veatch International Company, Black and Veatch Singapore Pte. Ltd., Black and Veatch (Beijing) Engineering Design Co. Ltd. and any other entity designated as the Sub-Contractor under the GIMI Topsides Agreement from time to time;
|
1.1.107
|
“
Sub-Contractor’s Group”
means, collectively, the group of entities and persons comprising of the Sub-Contractor, its Affiliates, its contractors and sub-contractors at all tiers and the representatives, agents, officers, directors, employees and personnel of each and every one of the foregoing entities;
|
1.1.108
|
“
Topsides Price
” means the price payable by the Owner to the Contractor under this Agreement in respect of the Sub-Contract Works;
|
1.1.109
|
“
Topsides Scope
” means the scope of work of the Sub-Contractor as stated in Appendix 2 ;
|
1.1.110
|
“
Third Party
” means a person who is not within the Contractor’s Group, the Owner’s Group or the Sub-Contractor’s Group;
|
1.1.111
|
“
Variation
” means a variation to the Contractor’s Scope or the Topsides Scope pursuant to Article 13;
|
1.1.112
|
“
Variation Order
” means a document referred to in Articles 13.1 and 13.2 in respect of a Variation;
|
1.1.113
|
“
Vessel
” means the
GIMI
, an ex-Kvaerner Moss Type B LNG tanker owned on the Date of Agreement by Golar GIMI Limited and which shall be owned by the Owner, or such other vessel as the Parties may agree by a Variation Order in accordance with Article 13;
|
1.1.114
|
“
Vessel Leaving The Yard
” shall have the meaning given to it in Article 20.
|
1.1.115
|
“
Warranty Period
” means the period stated in Article 34.1;
|
1.1.116
|
“
Working Day
” means a day on which Works are being or are scheduled to be carried out by the Contractor, between Monday to Friday and excluding public holidays in the place where such Works are being or are scheduled to be carried out;
|
1.1.117
|
“
Works
” means the product of work by the Contractor in performance of the Contractor’s Scope; and
|
1.1.118
|
“
Yard
” means any of the shipyards occupied or operated by the Contractor or the Contractor’s Affiliates in Singapore.
|
1.2
|
For the avoidance of doubt, the reference to “contractors and sub-contractors at all tiers” shall be a reference to each and every person or entity: -
|
(a)
|
In the case of Contractor’s Group, who has been contracted by any person falling within the definition of the Contractor’s Group (including such person or entity) to perform any work and/or supply any materials, equipment or services in any way whatsoever related to the performance of the Contractor’s obligations or any part thereof under this Agreement; or
|
(b)
|
In the case of the Owner’s Group, who has been contracted by any person, falling within the definition of the Owner’s Group (including such person or entity) to perform any work and/or supply any materials, equipment or services in any way whatsoever related to or connected with the Vessel including, but not limited to, the supervision or inspection of the Vessel in its various stages of the Works or the supply and installation of equipment or machinery not within the scope of the Contractor’s obligations under this Agreement or the operation of the Vessel; or
|
(c)
|
In the case of the Sub-Contractor’s Group, who has been contracted by any person falling within the definition of the Sub-Contractor’s Group (including such person or entity) to perform any work and/or supply any materials, equipment or services in any way whatsoever related to the performance of the Sub-Contractor’s obligations or any part thereof under the GIMI Topsides Agreement.
|
1.3
|
Unless the context otherwise requires, the singular shall include the plural and the plural the singular, and words indicating persons shall include firms and corporations.
|
1.4
|
Article headings are inserted for convenience only and shall be ignored for the purposes of construction or interpretation.
|
1.5
|
The Appendices are:
|
•
|
Owner’s Basis of Design
|
•
|
Outline specification of conversion
|
•
|
Specification of dry-docking and repair work
|
•
|
Owner Rely-Upon Information
|
•
|
Preliminary project schedule, including key milestone dates
|
•
|
Conversion scope
|
•
|
Annex 1: Re-measurable
|
•
|
Annex 2: Broken Down Repair Costs
|
1.6
|
The following documents together forming this Agreement are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of the documents shall be in accordance with the following sequence:
|
a)
|
Articles 1-48 of this Agreement (excluding the Appendices);
|
b)
|
Clauses 1 – 61 of the GIMI Topsides Agreement;
|
c)
|
The Basis of Design;
|
d)
|
The Appendices of this Agreement in the order set out in Article 1.5 above; and
|
e)
|
The appendices of the GIMI Topsides Agreement in the order set out therein.
|
2.
|
EFFECTIVE DATE
|
2.1
|
With the exception of Articles 37, 39, 41, 43, 44, 45, and 46 (which shall enter into full force and effect on the Date of Agreement) the provisions of this Agreement shall become effective on the satisfaction (or waiver in accordance with Article 2.3) of the following:
|
2.1.1
|
the Contractor shall have provided to the Owner a Parent Company Guarantee pursuant to Article 47;
|
2.1.2
|
the Contractor shall have received from the Owner the sum of US$125,000,000 on or before 20 November 2014;
|
2.1.3
|
the GIMI Topsides Agreement shall have become effective pursuant to Clause 2 therein;
|
2.1.4
|
the Contractor shall have received from the Owner the sum of US$25,000,000 (as defined in Clause 2.1.2 of the GIMI Topsides Agreement) on or before 20 November 2014 so as to enable the Contractor to pay that amount to the Sub-Contractor by 24 November 2014 and notify the Owner of the same;
|
2.1.5
|
the PRICO
®
Licence Agreement shall have been executed by the Owner and Black and Veatch Corporation and all payment obligations thereunder, if any, are current;
|
2.1.6
|
the Owner, the Contractor and the Sub-Contractor shall have entered into the GIMI Direct Agreement;
|
2.1.7
|
any other payment obligations under this Agreement due before the Effective Date shall have been paid in full; and
|
2.1.8
|
title to the shares in the Vessel shall have been transferred from Golar GIMI Limited to the Owner on or before 24 November 2014.
|
2.2
|
Each Party undertakes, so far as is within its control, to use its reasonable endeavours to ensure the timely fulfilment of the conditions in Article 2.1. Each Party shall inform the other in writing promptly upon the fulfilment of all the above conditions that each Party is to fulfil.
|
2.3
|
The conditions in Article 2.1 may be waived only by agreement of both Parties in writing.
|
2.4
|
The Contractor and the Sub-Contractor shall only commence the Early Works and the Early Sub-Contract Works respectively from the Effective Date in accordance with Article 3.
|
2.5
|
If the conditions in Article 2.1 are not fulfilled or waived in accordance with Article 2.3 on or before 24 November 2014, either Party may, provided it has satisfied its obligations under Article 2.2, terminate this Agreement by notice in writing given at any time before the Effective Date, whereupon this Agreement shall terminate and no Party shall have any claim against any other under it.
|
3.
|
EARLY WORKS
|
3.1
|
After the Effective Date of this Agreement and the GIMI Topsides Agreement, but prior to the Contractor’s receipt of the Owner’s Notice to Proceed:
|
3.1.1
|
the Contractor shall only perform Works with the written agreement of the Owner and the Contractor, which shall not be unreasonably delayed or withheld (such consented Works shall be known as “
Early Works
”);
|
3.1.2
|
the Contractor shall only authorise the Sub-Contractor to perform Sub-Contract Works with the written agreement of the Owner, the Contractor and the Sub-Contractor in accordance with Clause 3 of the Topsides Agreement, which agreement shall not be unreasonably delayed or withheld (such consented Sub-Contract Works shall be known as “
Early Sub-Contract Works
”);
|
3.1.3
|
the agreement of the Owner and the Contractor for the Contractor’s performance of such Early Works (“
Limited Notice to Proceed
”) shall be in the form attached hereto at Appendix 10; and
|
3.1.4
|
the agreement of the Owner, the Contractor and the Sub-Contractor for the Sub-Contractor’s performance of such Early Such-Contract Works shall be in the form attached in Appendix X of the GIMI Topsides Agreement.
|
3.2
|
Notwithstanding paragraph 3.1, above, the Owner acknowledges that the Sub-Contractor shall perform the following scope(s) of work from the Effective Date:
|
3.2.1
|
The Sub-Contractor shall provide services necessary to place order(s) to duplicate those of the HILLI for the cold box from Chart that is to become a part of the Sub-Contract Works. The cancellation cost for such order(s), provided cancellation takes place on or before 30 June 2015 is set out in Appendix A of the Topsides Agreement, as of the Effective Date therein.
|
3.2.2
|
The Sub-Contractor shall provide services necessary to place order(s) to duplicate those of the HILLI for the mixed refrigerant compressors from General Electric that is to become a part of the Sub-Contract Works. The cancellation cost for such order(s), provided cancellation takes place on or before 30 June 2015 is set out in Appendix A of the Topsides Agreement, as of the Effective Date therein.
|
3.3
|
The Owner acknowledges that the Sub-Contractor shall be entitled to revise the above cancellation costs during the First Price Review and the Second Price Review, following which such revised cancellation costs shall automatically become the cancellation costs in respect of the above items for the period from 1 July 2015 to 2 November 2015. With respect to any other vendor cancellation costs, no such cancellation costs in respect of vendors will be payable in excess of the amount stated in the Limited Notice to Proceed duly agreed by the Owner and the Contractor in respect of such Early Works.
|
3.4
|
In performing Early Works, the Contractor shall endeavour to obtain (and instruct the Sub-Contractor, in its performance of the Early Sub-Contract Works, to obtain):
|
3.4.1
|
reasonably favourable cancellation terms (taking into account technical specification requirements and vendor delivery dates) when placing orders for materials and/or Equipment; and
|
3.4.2
|
an option from their vendors (if necessary) to adjust the latter’s delivery schedules to enable the Contractor to meet the adjustment of the Redelivery Date.
|
4.
|
OWNER’S NOTICE TO PROCEED
|
4.1
|
Following the Effective Date in the GIMI Main Building Contract and the Effective Date of the GIMI Topsides Agreement, the Owner may, in its sole discretion, issue the Owner’s Notice to Proceed to the Contractor on a date between 1 January 2015 and 1 November 2015, inclusive. Such Owner’s Notice to Proceed shall authorise the Contractor to perform the full scope of the Works, and direct the Contractor to authorise the Sub-Contractor to
|
4.2
|
Upon Contractor’s receipt of the Owner’s Notice to Proceed, the Contractor shall issue to the Sub-Contractor the Contractor’s Notice to Proceed (as defined in Clause 4.1 of the GIMI Topsides Agreement).
|
4.3
|
Within five Days following the Contractor's receipt of the Owner’s Notice to Proceed:
|
4.3.3
|
the Contractor shall have received documentary evidence satisfactory to it that a mortgage over the Vessel that is in the same form and substance as the Form of Vessel Mortgage set out in Appendix 10 hereto has been registered in its favour at the Office of the Deputy Commissioner of Maritime Affairs of the Republic of the Marshall Islands as a first preferred Marshall Islands ship mortgage which shall constitute a valid first preferred maritime lien on the Vessel under the laws of the Republic of the Marshall Islands in which the Vessel is registered;
|
4.3.4
|
the Contractor shall have received from the Owner payment of a sum equivalent to the difference between (i) the US$ 125,000,000 described in Article 2.1.2; and (ii) the First Instalment described in Article 15.4a);
|
4.3.5
|
the Contractor shall have received from the Owner payment of the sum described in Clause 4.2.1 of the GIMI Topsides Agreement, so as to enable the Contractor to promptly pay that amount to the Sub-Contractor and notify the Owner of the same;
|
4.3.6
|
the Contractor shall have received written notices from both the Owner and the Sub-Contractor that all payment obligations under the PRICO® License Agreement are current; and
|
4.3.7
|
in the event that the Owner’s Notice to Proceed is received by the Contractor after 1 May 2015, such Owner’s Notice to Proceed shall not constitute a valid Owner’s Notice to Proceed under this Agreement unless no earlier than five Days prior to the Contractor’s receipt of the Owner’s Notice to Proceed the Owner, the Contractor and the Sub-Contractor have agreed on a revised Redelivery Date in accordance with Article 22.4 of this Agreement and Clause 27.4 of the Topsides Agreement.
|
4.4
|
The date upon which all of the conditions in Article 4.3 are fulfilled shall be the effective date of the Owner’s Notice to Proceed.
|
4.5
|
Upon the effective date of the Owner’s Notice to Proceed, the Contractor shall perform the Works in accordance with the terms and conditions set out in this Agreement.
|
4.6
|
In the event that the Contractor does not receive the Owner’s Notice to Proceed by 1 November 2015, this Agreement shall be automatically terminated for the Owner’s convenience on 2 November 2015 pursuant to Article 33, unless the Owner, the Contractor and the Sub-Contractor (pursuant to Clause 4.8 of the GIMI Topsides Agreement) agree otherwise. However, the notice provisions of Article 33.1 shall not apply in such circumstance.
|
4.7
|
In the event that the Contractor receives the Owner’s Notice to Proceed between 1 January 2015 and 1 November 2015, but the Parties subsequently fail to fulfil any of the conditions in Article 4.3.1, 4.3.2, 4.3.4 or 4.3.4 within the time stipulated, this Agreement shall be deemed to be automatically terminated for the Owner’s convenience on the following day pursuant to Article 33 unless the Owner, the Contractor and the Sub-Contractor all agree otherwise. However, the notice provisions of Article 33.1 shall not apply in such circumstance.
|
5.
|
DELIVERY OF THE VESSEL
|
5.1
|
The Owner shall notify the Contractor in writing at least 60 Days, 30 Days and 15 Days in advance of the arrival of the Vessel at the Yard.
|
5.2
|
The Owner shall deliver the Vessel to the Contractor:
|
(a)
|
at the Yard and quayside (or in the vicinity thereof) notified in writing by the Contractor to the Owner at least 7 Days before the date and arrival of the Vessel, which shall be no earlier than 1 month after the effective date of the Owner’s Notice to Proceed (pursuant to Article 4.4) but no later than 5 months after the effective date of the Owner’s Notice to Proceed (pursuant to Article 4.4); and
|
(b)
|
with its tanks emptied, cleaned and gas-freed, as necessary in order for the Vessel to enter the Yard.
|
5.3
|
Upon Delivery of the Vessel by the Owner to the Contractor, the Owner shall execute a declaration that the Vessel is free and clear of all mortgages, liens, charges, encumbrances and other claims whatsoever (other than those in favour of the Contractor), and shall undertake, at its cost and expense, to maintain such status of the Vessel until Vessel Leaving The Yard.
|
5.4
|
Upon Delivery, the Parties shall execute the Delivery Certificate to evidence the delivery of the Vessel and the date thereof, whereupon Delivery shall have been accomplished.
|
5.5
|
Not later than Delivery, the Owner shall, at its own cost and expense, forthwith engage the Classification Society to determine and certify whether any repair and life extension works, additional to those set out in Appendix II will be required in respect of the Vessel. If additional work or repairs are required in respect of the Vessel, such additional work or repairs may if the Owner so requires be incorporated as part of the Works by a Variation Order in accordance with Article 13.
|
5.6
|
From Delivery to the time of Vessel Leaving The Yard in accordance with Article 20 the Vessel shall be in the possession of and at the risk of the Contractor, but title to the Vessel shall remain with the Owner.
|
5.7
|
For the avoidance of doubt, the Owner shall be responsible for all port dues incurred by the Vessel.
|
6.
|
PERFORMANCE OF THE WORKS
|
6.1
|
The Contractor shall perform the Works in accordance with:
|
(a)
|
Prudent Engineering and Construction Practice;
|
(b)
|
within the rules of the Classification Society as modified by Appendix 1B;
|
(c)
|
the Specifications;
|
(d)
|
Applicable Laws as at the Date of Agreement;
|
(e)
|
the rules, regulations and requirements of the Flag State Registry as at the Date of Agreement; and
|
(f)
|
and any other requirements of this Agreement.
|
6.2
|
The Owner recognises and accepts that the Contractor is reliant on the Owner-nominated Sub-Contractor for the performance of the Sub-Contract Works and does not have the capability to perform the Sub-Contract Works itself. It is the intention of the Parties that the Contractor does not undertake any of the obligations of the Sub-Contractor under the GIMI Topsides Agreement, but that the Works shall include but not be limited to the management and co-ordination of the Sub-Contract Works, including expediting the Sub-Contractor and the assembly, installation and integration of the Equipment in accordance with Prudent Engineering and Construction Practice.
|
6.3
|
All equipment and materials supplied by the Contractor in the performance of its obligations under this Agreement shall be new and unused (unless agreed otherwise), originally manufactured with certificates of quality and of the Classification Society where normally available. The Contractor shall obtain certificates of the Classification Society where normally available in respect of the Contractor’s Scope.
|
6.4
|
All old parts and equipment of the Vessel shall remain the property of the Owner and may be removed by the Owner if it wishes. All materials scrapped except the shaft and propeller shall become the property of the Contractor.
|
7.
|
DESIGN RESPONSIBILITY
|
7.1
|
The Owner shall at all times remain and be responsible for the Basis of Design and the Owner Rely-Upon Information. The Owner has reviewed the FEED Studies and has endorsed the FEED Studies. It shall be the Contractor’s and Sub-Contractor’s obligation to ensure that the portion of the FEED Studies performed by it is in accordance with the Basis of Design.
|
7.2
|
The Contractor shall at all times remain and be responsible for all design and engineering within the Contractor’s Scope, subject to Article 7.1.
|
7.3
|
It is acknowledged by the Parties that the Specifications in respect of the Contractor’s Scope set out in Appendix 1B have been developed by the Contractor pursuant to the FEED Studies based on and from the Basis of Design and Owner Rely-Upon Information provided by the Owner. The Contractor shall perform the detailed engineering for the Contractor’s Scope based on and from the Basis of Design, Owner Rely-Upon Information, FEED Studies and all other requirements in this Agreement. Notwithstanding the above, the Parties acknowledge that certain portions of the Contractor’s Scope have been developed in reliance by the Contractor on information provided to it by the Sub-Contractor.
|
7.4
|
It is acknowledged by the Parties that the Specifications in respect of the Topsides Scope set out in Appendix 2 have been developed by the Sub-Contractor pursuant to the FEED Study Report of November 2013 based on and from the Basis of Design and the Owner Rely-Upon Information.
|
7.5
|
It shall be the Contractor and Sub-Contractor’s obligation to ensure that the portion of the FEED Studies performed by it is in accordance with the Basis of Design.
|
8.
|
CLASSIFICATION, CERTIFICATION AND DOCUMENTATION
|
8.1
|
The Works shall so far as applicable be performed in accordance with the rules (the edition and amendments thereto being in force as of the Date of Agreement) of the Classification Society and the Vessel shall be converted to the notation:
|
8.2
|
The Vessel’s topside’s engineering, equipment and installations are to be certified to be in accordance with DNV-OS-E201 (as at December 2012). Where the Certification Body requires further certification of equipment beyond that listed in Appendix L and Appendix M of the GIMI Topsides Agreement in order for the topsides to achieve compliance with DNV-OS-E201, the Contractor shall be entitled to claim such costs from the Owner as the Sub-Contractor is entitled to claim from the Contractor under the GIMI Topsides Agreement.
|
8.3
|
Decisions of the Classification Society as to compliance or non-compliance of the Works with its requirements shall be final and binding upon both Parties.
|
8.4
|
The Works shall also comply with Applicable Laws and with the rules, regulations and the requirements of the Flag State Registry in each case as in force at the Date of Agreement. Machinery and/or equipment supplied by the Contractor as part of the Works shall be provided with such maintenance/operation manuals, drawings, standard maker’s tools and spare parts, and maker’s certificate of origin as the Contractor may receive at no extra cost to it from the vendor.
|
8.5
|
All fees and charges incidental to the classification and with respect to compliance with the above referred Applicable Laws, rules, regulations and requirements in respect of the Contractor’s Scope shall be for the account of the Contractor. The Owner shall be responsible for all fees and expenses of the Classification Society save in respect of equipment certification.
|
8.6
|
The Owner shall at its own cost and expense keep the Vessel registered under the laws of the Flag State Registry from Delivery until Redelivery.
|
8.7
|
The GIMI Topsides Agreement provides that the Sub-Contractor shall deliver where appropriate certification of the Certification Body of the compliance of the relevant Equipment with DNV-OS-E201.
|
9.
|
FACILITIES FOR THE OWNER AT THE YARD
|
9.1
|
Within 30 Days of the Date of Agreement and until Redelivery, the Contractor shall provide the following facilities at the Yard for use by the Owner: -
|
(a)
|
Office space for up to ten (10) persons;
|
(b)
|
Two (2) international telephone and facsimile lines each;
|
(c)
|
One (1) facsimile/scanner/photocopier machine; and
|
(d)
|
Electronic mail facilities, including internet broadband connection complete with two standalone computers.
|
9.2
|
The Owner shall pay for all international telephone, facsimile, electronic mail and internet charges incurred by it. The Contractor shall pay for all domestic telephone and facsimile charges incurred by the Owner.
|
10.
|
SUB-CONTRACTING
|
10.1
|
The Contractor may, at its sole discretion and responsibility, subcontract part of the Works except that the Contractor:
|
(a)
|
shall only subcontract the Sub-Contract Works and the Early Sub-Contract Works to the Owner-nominated Sub-Contractor;
|
(b)
|
shall nominate any subcontractor, supplier or vendor from the Approved Vendor list for equipment it intends to procure. The Owner may within 7 days require the Contractor to select a different subcontractor, supplier or vendor from the list, carrying, through a Variation Order, any cost difference and schedule impact, which is to be reasonably proven by the Contractor. If the Contractor wishes to procure any equipment that is not listed in Appendix III, the Contractor shall obtain the prior written approval from the Owner, which shall not be unreasonably withheld or delayed; and
|
(c)
|
may not in the performance of the Works use or procure any materials or equipment which has been produced in Bangladesh or is supplied by a Bangladeshi supplier, vendor or subcontractor.
|
10.2
|
Subcontracting of all or any part of its obligations under this Agreement shall not relieve the Contractor from any of its obligations under this Agreement and the Contractor shall be responsible, only in the performance of the Works, for the acts or defaults of any of its subcontractors (other than the Sub-Contractor), its agents or employees, as if they were the acts or defaults of the Contractor itself.
|
11.
|
SUPERVISION, DRAWINGS, APPROVAL & INSPECTION & TESTS
|
11.1
|
The Owner shall within 30 Days after the Effective Date appoint at its own cost and expense, to the extent required by Prudent Engineering and Construction Practice, a properly qualified, competent and experienced representative who shall be duly authorized for and on behalf of the Owner (the “
Owner’s Representative
”) to supervise the Works . The Owner’s Representative shall have full authority to act for and on behalf of the Owner in all matters connected with this Agreement, to approve drawings, Plans, documentation, attend all tests and inspect all workmanship, equipment and materials during the course of the performance of the Works. The Owner’s Representative shall have full and free access at all reasonable times to inspect, check, request copies of calculations and samples of materials and make test of the Works as they are performed and shall inform the Contractor as soon as practicable if any particulars of the Works inspected do not comply with this Agreement. For all such purposes, the Owner’s Representative shall be given full and free access to the Yard and such other places of business of the Contractor (subject to compliance with safety rules and other work regulations applicable to such places) and its subcontractors, if any, and the Contractor shall ensure that such subcontractors are informed of the Owner’s Representative’s rights of access to their premises for such purposes. Failure of the Owner’s Representative to inspect or to call to the attention of the Contractor any particulars in which the Works do not comply with this Agreement shall in no way relieve the Contractor of its obligations under this Agreement. The Owner may by notice in writing inform the Contractor of any change in its appointment of the Owner’s Representative at any time at its own discretion.
|
11.2
|
The Owner’s Representative may delegate any of his powers to attend tests, inspect workmanship, equipment and materials to another properly qualified, competent and experienced person and to the extent that it elects to do so, the Contractor shall be entitled to rely on the actions of such person as if he were the Owner’s Representative for the purposes of the matters delegated to him.
|
11.3
|
The Contractor shall within thirty (30) Days of the Effective Date appoint and maintain at the Yard at its own cost and expense a properly qualified, competent and experienced representative (the “
Contractor’s Representative
”) to whom all enquiries of the Owner’s Representative shall be directed. The Contractor’s Representative shall have full authority to act for and on behalf of the Contractor in all matters connected with this Agreement. The Contractor’s Representative shall remain in this capacity and, so long as he remains in the
|
11.4
|
All Plans required for the Works pursuant to this Agreement, shall be submitted to the Owner in one (1) hard copy and one (1) electronic copy.
|
11.5
|
The Owner shall within twelve (12) Days after receipt thereof return to the Contractor one (1) copy of such Plans with the Owner’s approval or with the Owner’s remarks and amendments (if any) written thereon. If no Owner comments are received within such period, the Contractor may continue on the basis that the Owner is deemed to have approved the submittal.
|
11.6
|
If the Owner makes any remarks or amendments in accordance with Article 11.5, the Contractor shall review and resubmit such Plans and resubmit a revised Plan as appropriate in one (1) copy for further review by the Owner within 5 Business Days. The scope of such second (and, if applicable, any subsequent) review of any resubmitted Plan shall be limited to the ambit of the Owner’s remarks and amendments of the previously submitted Plan and any subsequent review of the later Plan shall be subject to such limitation of the scope of review. The period for the second (and, if applicable, any subsequent) review shall not exceed six (6) Days after receipt of the resubmitted Plans from the Contractor. If no Owner comments are received within such period, the Contractor may continue on the basis that the Owner is deemed to have approved the submittal.
|
11.7
|
The Contractor shall take due note of the Owner’s remarks and amendments (if any) on the Plans submitted (or resubmitted) pursuant to this Article 11 and if such remarks or amendments are not of such a nature or extent as to constitute modifications to the Specifications, then the Contractor shall commence or continue the Works in accordance with the corrected or amended Plans. If such remarks or amendments are not clearly specified or detailed, the Contractor shall be entitled to seek clarification of the same from the Owner before implementing the same. The Owner’s acceptance or approval of such Plans shall not relieve the Contractor of its obligation to comply with the terms of this Agreement.
|
11.8
|
The Contractor shall arrange for the inspections and tests referred to in the ITP Plan to be carried out and ensure that all inspection and testing are carried out as require by the Classification Society, and as may otherwise be required under this Agreement to discover any deviations from the Specifications, or any defects in the Works or the Sub-Contract Works. The Owner’s Representative shall have, during the repair, modification and conversion of the Vessel, the right to attend such tests and inspections of the Works and of the Sub-Contract Works to the extent provided in the GIMI Topsides Agreement.
|
11.9
|
The Owner’s Representative may inspect the Works and equipment and materials supplied as part of the Works wherever the Works are being performed or the equipment and materials are being stored (including the Yard’s workshops, stores and offices of the Contractor or its subcontractors) to determine whether the Works are being performed in accordance with this Agreement and the Specifications.
|
11.10
|
The Contractor shall provide to the Owner the ITP Plan by 6 months after the Effective Date. The ITP Plan shall specify the anticipated schedule for equipment testing.
|
11.11
|
The Contractor shall, in relation to the Works which take place solely in the Yard, give the Owner’s Representative at least one (1) Working Day’s prior written notice of each inspection or test to be conducted at the Yard, and three (3) Days prior written notice for any other inspection or test which the Owner’s Representative separately identifies sufficiently in advance in writing as requiring such notice. In relation to the Sub-Contract Works which take place solely in the Yard , the Contractor shall give notice to the Owner’s Representative within one (1) Working Day of the Contractor’s receipt of notification from the Sub-Contractor of each inspection or test to be conducted. Provided such notice is given, the Contractor may proceed with any inspection or test which the Owner’s Representative fails to attend. The Owner shall be bound in such circumstances to accept the result of any such inspection or test although such result will still have to satisfy the requirements of the Classification Society to the extent required under this Agreement. The Owner (or its representatives) shall have no right to instruct the Sub-Contractor with regards to any portion of the Sub-Contract Works.
|
11.12
|
In relation to any Works which take place outside the Yard, the Contractor shall give the Owner’s Representative at least fifteen (15) Days’ prior notice of the proposed date, and for those tests and inspections which the Owner’s Representative confirms that it wishes to attend, five (5) Days’ prior notice of the actual date of such Works.
|
12.
|
PROGRESS REPORTING
|
12.1
|
The Contractor shall submit detailed monthly progress reports for the Works to the Owner containing a description of:
|
(a)
|
the work performed during the month, including a comparison of the current progress as compared with scheduled progress, together with a narrative on each item of the work; and
|
(b)
|
any present or anticipated slippage or other problem and the steps being taken to overcome it.
|
12.2
|
Beginning 25 months from the Effective Date, the Contractor shall also submit to the Owner a weekly summary report based on the information produced by the Contractor for its internal purposes.
|
12.3
|
The Contractor shall submit to the Owner copies of the progress reports for the Sub-Contract Works received from the Sub-Contractor.
|
13.
|
VARIATIONS AND MODIFICATIONS
|
13.1
|
The Contractor’s Scope and/or the Specifications may be modified and/or changed by written agreement of the Parties (a Variation) provided that such modifications and/or changes or an accumulation thereof will not in the Contractor's judgement (acting reasonably),
|
13.2
|
Such Variation shall constitute an amendment to this Agreement and/or the Specifications. No change in the Contractor’s Scope shall be made and no additional work shall be performed by the Contractor until a Variation Order has been written, dated and signed for identification by the authorised representatives of both Parties.
|
13.3
|
Notwithstanding the foregoing, where a change and/or modification is to be made to the Contractor’s Scope (but not the Sub-Contract Works), the Owner shall, subject to the limitations expressed in this Article 13, have the right to instruct the Contractor to perform such change (a “
Directed Change
”). The difference between the Contractor’s and the Owner’s proposed adjustment to the Contract Price shall be known as the “
Disputed Difference
”. The Owner shall not be entitled to issue a Directed Change, nor shall the Contractor be obliged to perform a Directed Change, where the Disputed Difference in respect of all Directed Changes (including the proposed Directed Change) exceeds the aggregate sum of Five Million United States Dollars U.S.$5m.
The Contractor’s obligation to adjust delivery dates under this Article 13 shall be conditioned upon the Contractor’s ability to obtain the corresponding adjustment from its suppliers. A Directed Change shall be paid for monthly by the Owner to the Contractor on a time and materials, cost plus basis in accordance with Appendix 3 pending resolution of the Disputed Difference.
|
13.4
|
The Owner may request changes to the Contractor’s Scope by altering, adding or deducting from it by giving a written request of such changes to the Contractor. Within seven (7) Days (provided always that the Owner’s request is clear and the details thereof are sufficient for the Contractor to work out the variation required) from delivery of the request, the Contractor will give notice to the Owner in writing of the alteration to the Specifications and (if any) to the Contract Price and/or the Redelivery Date. The Owner shall notify the Contractor in writing within three (3) Days of receipt of the Contractor’s notice whether or not it agrees to the change being carried out on such terms. A Variation shall be signed by the Parties if the Owner agrees to the change, otherwise the Contractor shall not make the change.
|
13.5
|
Further, if the Owner makes remarks or amendments on Plans or drawings submitted by the Contractor or requests the performance of specific work which in the Contractor’s reasonable opinion is not part of its obligations under this Agreement, then the Contractor may issue a notice in writing to the Owner setting out in sufficient detail the requested modification and any adjustment to the Contract Price and/or Redelivery Date and/or any other provision of this Agreement and/or the Specifications which the Contractor requires before performing the requested modification. The Owner shall notify the Contractor in writing within three (3) Days of receipt of the Contractor’s notice whether or not it agrees to the modification being carried out on such terms. A Variation Order shall be signed by the Parties if the Owner agrees to the change, otherwise the Contractor shall not make the change.
|
13.6
|
For modifications and/or changes agreed in a Variation Order to be performed on a lump-sum basis, payment shall be made by the Owner, unless otherwise agreed, in the following manner:
|
(i)
|
on the date of the Variation Order, payment of such percentage of the value of the Variation Order as is equivalent to the total percentage of the Conversion Price which has become due to the Contractor; and
|
13.7
|
In the event that any of the materials required by the Specifications or otherwise under this Agreement for the Contractor’s Scope cannot be procured in time or are in short supply to maintain the Redelivery Date, the Contractor may, provided that the Owner shall so agree in writing, supply other materials capable of meeting the requirements of the Classification Society and of the rules, regulations and requirements with which the repair, modification and conversion of the Vessel must comply. Any agreement as to such substitution of materials shall be effected in the manner provided in this Article 13 and shall likewise include alterations in the Contract Price and Redelivery Date and other terms and conditions of this Agreement occasioned by or resulting from such substitution.
|
13.8
|
Notwithstanding Articles 13.1 and 13.2, as regards the Sub-Contract Works, the Contractor shall have no obligation to instruct the Sub-Contractor to carry out such modifications and/or changes unless: (i) it is entitled to demand such modifications and/or changes from the Sub-Contractor; (ii) the Sub-Contractor and the Contractor agree a Variation Order in accordance with the GIMI Topsides Agreement; and (iii) a Variation Order is signed by the Owner and the Contractor as provided above. The Owner shall reimburse the Contractor for the cost to the Contractor of making such alterations and/or changes within 30 Days of the Contractor's invoice. In the event that the only disagreement between the Owner and the Contractor is the impact of a proposed modification and/or change to the Sub-Contract Works on the Topsides Price, the Owner may instruct the Contractor to instruct the Sub-Contractor to perform the modification and/or change in accordance with Clause 36.5 of the GIMI Topsides Agreement.
|
13.9
|
The Owner hereby undertakes not to request changes and/or modifications that increase or decrease the Contractor’s Scope or the Topsides Scope beyond the intent of the original scope.
|
13.10
|
If the Owner requests engineering services from the Contractor in the preparation of a Variation, and the Owner elects not to issue a Variation, the Owner shall compensate the Contractor for its costs incurred in the preparation and submittal of information and documents in response to the Owner’s request at the rates set out in Appendix 3. If requested
|
13.11
|
For the avoidance of doubt, any changes to the Basis of Design or the Owner Rely-Upon Information shall constitute a modification and/or change to which this Article 13 applies.
|
13.12
|
The Contractor shall also be entitled to a Variation Order in respect of any additional work or delays caused by (a) any failure of the Owner to comply with its obligations under this Agreement resulting in an impact on the Contractor; (b) changes in applicable standards from those applicable at the Date of Agreement, (c) any Change in Law, after the Date of Agreement, (d) delays and extra costs after the Date of Agreement that are caused by a Force Majeure Event, (e) any changes in the results of the FEED Study Report, (f) any Variation Order to which the Sub-Contractor is entitled pursuant to the GIMI Topsides Agreement.
|
14.
|
ERRORS AND CHANGES
|
14.1
|
The Contractor shall be entitled to a Variation Order in respect of adjustment of the Contract Price (calculated in accordance with Appendix 3) and in respect of delays to the Contractor’s Scope resulting from an Objective Error as defined in the GIMI Topsides Agreement, to the extent not compensated for by the Sub-Contractor under the GIMI Topsides Agreement.
|
14.2
|
The Contractor shall be entitled to a Variation Order in respect of adjustment of the Contract Price calculated in accordance with Appendix 3 and in respect of delays to the Works resulting from a Subjective Error as defined in the GIMI Topsides Agreement, to the extent not compensated for by the Sub-Contractor under the GIMI Topsides Agreement.
|
14.3
|
Without prejudice to the exercise of rights under Clause 56 of the GIMI Topsides Agreement, in the event that (i) there is any disagreement as to the Certification Body’s decision on whether the Sub-Contractor’s interpretation of the discretionary elements of DNV-OS-E201 was in accordance with Prudent Engineering and Construction Practice; (ii) there is any disagreement as to whether changes to the Sub-Contract Works arising from HAZOP are due to the Sub-Contractor’s Objective Error(s) and/or Subjective Error(s); or (iii) the Certification Body fails to provide such opinion within 30 days of the Sub-Contractor’s written request (copied to the Contractor and Owner), such disagreement or decision shall be referred to an independent third party. The independent third party will be retained by the Sub-Contractor subject to the mutual agreement of the Owner, which shall not be unreasonably withheld. The costs of the independent third party shall be paid by whichever of the Owner or the Sub-Contractor, or such combination of the foregoing, as the independent third party decides. Either the Owner or the Sub-Contractor may seek to have the independent third party’s ruling adjudicated under Clause 56 of the GIMI Topsides Agreement. The Owner shall, pending the decision of such independent third party, have the right to instruct the Contractor to instruct the Sub-Contractor to comply with the decision of the Certification Body.
|
14.4
|
The Contractor shall be entitled to a Variation Order in respect of adjustment of the Contract Price calculated in accordance with Appendix 3 and in respect of delays to the Works arising from a Hazard & Operability Analysis study (“
HAZOP
”), to the extent not compensated for by the Sub-Contractor under the GIMI Topsides Agreement.
|
15.
|
CONTRACT PRICE AND TERMS OF PAYMENT
|
15.1
|
The price for the performance of the Works (excluding the Re-measurable Scope, as defined in Article 15.2 below) shall be the sum of US$281,119,390.00 net receivable by the Contractor, (the “
Fixed Price
”) which is exclusive of the OFE and shall be subject to adjustment, if any, as hereinafter set forth in this Agreement.
|
15.2
|
The provisional price (“
Provisional Re-measurable Price
”) for the performance by the Contractor of the erection, installation and integration of the Topsides Scope, and for the performance of repair and life extension works of the Vessel, as set out in Appendix 3 (“
Re-measurable Scope
”) shall be the sum of US$81,183,332.00. The actual price for the performance by the Contractor of the Re-measurable Scope shall be based on a re-measurement of the actual work, materials and equipment required to carry out the Re-measurable Scope at the rates set out in Appendix 3 (“
Final Re-measurable Price
”), which the Contractor shall determine no later than 14 Days before Vessel Leaving The Yard. The Fourth Instalment shall be adjusted to take into account the difference between the Provisional Re-measurable Price and the Final Re-measurable Price through a Variation Order.
|
15.3
|
The total price for the performance of the Works (“
Conversion Price
”) shall be the total of the Fixed Price and the Final Re-measurable Price, which is exclusive of the Topsides Price and shall be subject to adjustment, if any, as provided in this Agreement. Pending ascertainment of the Final Re-measurable Price, the total of the Fixed Price and the Provisional Re-measurable Price is referred to as the “
Provisional Conversion Price
”.
|
15.4
|
The Owner shall pay the Contractor the Conversion Price in instalments as follows:
|
a)
|
the First Instalment of US$144,921,088.80 being 40% of the Provisional Conversion Price shall be paid within five Days of the Contractor’s receipt of the Owner’s Notice to Proceed.
|
b)
|
the Second Instalment of US$36,230,272.20 being 10% of the Provisional Conversion Price, together with payment for any Variations then due, shall be paid on completion of fabrication works for the sponsons by the Contractor.
|
c)
|
the Third Instalment of US$36,230,272.20 being 10% of the Provisional Conversion Price, together with payment for any Variations then due, shall be paid on the earlier of: (i) the mechanical completion of the refrigerant compressor in the Works; or (ii) 25 months after the Effective Date.
|
d)
|
the Fourth Instalment of such amount as will result in the Contractor receiving a total of 93% of the Conversion Price taking into account payments already received by the Contractor in respect of the Provisional Conversion Price and the Topsides Credit referred to in Article 15.10 together with the aggregate of any increase or decrease of the Conversion Price arising from the provisions of this Agreement, and all other
|
e)
|
the Fifth Instalment of such amount as represents 2% of the Conversion Price, together with payment for any Variations then due, shall be paid on Redelivery.
|
f)
|
the Sixth Instalment of such amount as represents 2.5% of the Conversion Price, together with payment for any Variations then due, shall be paid on the earlier of: (i) Sailaway; or (ii) the expiry of 30 Days from Vessel Leaving The Yard.
|
g)
|
the Seventh Instalment of such amount as represents 1% of the Conversion Price, together with payment for any Variations then due, shall be paid on the earlier of: (i) First Gas; or (ii) the expiry of 120 Days from Vessel Leaving The Yard.
|
h)
|
the Eighth Instalment of such amount as represents 1.5% of the Conversion Price, together with payment for any Variations then due, shall be paid on the earlier of: (i) the date of achievement of Final Acceptance; or (ii) the expiry of 180 Days from Vessel Leaving The Yard.
|
15.5
|
The Contractor shall submit to the Owner an invoice for each payment referred to in Article 15.4 not later than 7 Business Days before the date when such payment is due.
|
15.6
|
The Owner shall pay to the Contractor such amounts as are due from the Contractor to the Sub-Contractor so as to enable the Contractor to pay such amounts to the Sub-Contractor in full when due. The Sub-Contractor shall submit an invoice to the Contractor each month for the milestones achieved and for progress pertaining to Variation Orders in the preceding month.
|
15.7
|
The Contractor shall deliver to the Owner copies of all Milestone Achievement Certificates received and approved by the Contractor from the Sub-Contractor. The Owner shall review and comment on each Milestone Achievement Certificate in good time to enable the Contractor to comply with Clause 7.8.1 of the GIMI Topsides Agreement.
|
15.8
|
The Contractor shall deliver to the Owner copies of all invoices received and approved by the Contractor by the Sub-Contractor together with an invoice in the same amount from the Contractor to the Owner. The Owner shall review and comment on each invoice in good time to enable the Contractor to comply with Clause 7.8 of the GIMI Topsides Agreement.
|
15.9
|
The Owner shall pay the amount invoiced by the Contractor and the Sub-Contractor in good time to enable the Contractor to comply with Clause 7.5 of the GIMI Topsides Agreement.
|
15.10
|
The Owner shall pay to the Contractor at the same time as payment of the First Instalment under Article 15.4 the additional sum of Five Million United States Dollars (U.S. $5,000,000) (the “
Topsides Credit
”). In the event that the Owner fails to make timely payment of any amount due to the Contractor in respect of the Sub-Contract Works, the Contractor shall make such payment from the Topsides Credit upon which the Owner shall forthwith pay to
|
15.11
|
Such amount, if any, of the Topsides Credit remaining at Vessel Leaving The Yard shall be dealt with in accordance with Article 15.4d).
|
15.12
|
Payment of sums due to the Contractor under this Agreement shall be made without any discount, set off, deduction or withholding of any nature whatsoever by wire transfer free of all transfer charges to the Contractor’s bank account as may from time to time be designated and notified in writing (or as may be detailed in any invoice) to the Owner for credit to the account of the Contractor.
|
15.13
|
Interest shall accrue on any delayed payment at the Default Interest Rate (before or after judgment or arbitration award) until full payment is made.
|
15.14
|
Without prejudice to any other provisions of this Agreement expressly permitting adjustment of the Contract Price, the Contract Price shall be adjusted in accordance with the following to obtain a revised Contract Price (consisting of a revised Conversion Price and a revised Topsides Price) that shall automatically apply in the event that the Owner has not issued the Owner’s Notice to Proceed on or before 1 May 2015, or on or before 1 August 2015, as the case may be (but in any event no later than 1 November 2015):
|
13.
|
|
13.1.1
|
a second price review shall be conducted by both the Contractor and the Sub-Contractor after 15 May 2015 (“
Second Price Review
”) and a revised Contract Price shall be delivered to the Owner no later than 30 June 2015 updating the Contract Price and such revised Contract Price shall automatically become the Contract Price for the period from 2 August 2015 to 2 November 2015, inclusive.
|
15.15
|
The revised Contract Price obtained pursuant to the First Price Review and the Second Price Review shall take into account, but not be limited to, the following:
|
13.2
|
the revised Topsides Price automatically applicable pursuant to Clause 7.11 of the GIMI Topsides Agreement;
|
13.2.1
|
increase in the cost of the labour component required to perform the Works at the rate of 0.66% per month, compared against the price estimates used by the Contractor to determine the original Conversion Price ;
|
13.2.2
|
changes in the cost of bulk materials required for the Works;
|
13.2.3
|
changes in the cost of equipment and other materials required for the Works, as evidenced by good-faith revised price estimates provided by the Contractor’s
|
13.2.4
|
other material changes in market conditions relevant to performance of the Works,
|
15.16
|
The Contractor shall make available, at the Owner’s request, such information to support the changes in Article 15.15.4 at its Singapore offices for the Owner’s review.
|
15.17
|
For the avoidance of doubt, any increase in the Topsides Price shall be borne solely by the Owner.
|
16.
|
ADJUSTMENT OF CONTRACT PRICE
|
14.
|
The Contract Price shall be subject to adjustment, as set forth below, in the event of the following contingencies (it being understood by both Parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty and that the remedies provided in this Article 16 shall constitute the Owner’s sole remedy for delay in the performance of the Contractor’s Scope and/or the Sub-Contract Works), provided that any reduction by way of liquidated damages shall only be made if the Owner has an arms length contract with a party unconnected with the Owner for the employment of the Vessel.
|
(a)
|
No adjustment shall be made and the Conversion Price shall remain unchanged for the first 15 Days of delay in Redelivery beyond the Redelivery Date (the “
Grace Period
”);
|
(b)
|
If Redelivery is delayed more than 15 Days beyond the Redelivery Date for reasons solely attributable to the Contractor, then in such event, beginning from the 16
th
Day after the Redelivery Date (i.e. the end of the Grace Period) until the end of two (2) calendar months from the end of the Grace Period, the Conversion Price shall be reduced by deducting the sum of fifty thousand United States Dollars (U.S.$50,000) per Day for each Day of delay beyond the expiry of the Grace Period.
|
(c)
|
If Redelivery is delayed more than two (2) calendar months beyond the end of the Grace Period for reasons solely attributable to the Contractor, then in such event, beginning from the third calendar month after the end of the Grace Period until the end of four calendar months after the end of the Grace Period, the Conversion Price shall be reduced by deducting the sum of seventy-five thousand United States Dollars (U.S.$75,000) per Day for each Day of delay beyond the end of two (2) calendar months following the expiry of the Grace Period.
|
(d)
|
If Redelivery is delayed more than four (4) calendar months beyond the end of the Grace Period for reasons solely attributable to the Contractor, then in such event, beginning from the fifth calendar month after the end of the Grace Period until the end of six calendar months after the end of the Grace Period, the Conversion Price shall be reduced by deducting the sum of one hundred thousand United States Dollars (U.S.$100,000)
|
(e)
|
If Redelivery is delayed more than six (6) calendar months beyond the end of the Grace Period for reasons solely attributable to the Contractor, then, in such event, beginning from the seventh calendar month after the end of the Grace Period until the Contractor accrues the total limit for liquidated damages stated below in Article 16.3, the Conversion Price shall be reduced by deducting the sum of one hundred and forty five thousand United States Dollars (U.S.$145,000) per Day for each Day of delay beyond the end of six (6) calendar months following the expiry of the Grace Period.
|
14.2
|
However, the total reduction in the Conversion Price on account of such liquidated damages shall not be more than forty million United States Dollars (U.S.$40,000,000).
|
14.3
|
For the purposes of this Article 16, Redelivery shall be deemed to be delayed when and if the Vessel, after taking into full account all postponements of the Redelivery Date by reason of permissible delays and/or any other reasons under this Agreement, is not delivered by the date upon which Redelivery is required under the terms of this Agreement.
|
14.4
|
It is expressly understood and agreed by the Parties that in any case, if the Owner terminates this Agreement pursuant to Article 32.1 or Article 33, the Owner shall not be entitled to any damages or to liquidated damages as provided in this Article 16.
|
14.5
|
The Parties acknowledge and agree that the amount of liquidated damages payable for delay in Redelivery as provided in this Article 16 constitutes a genuine pre-estimate of the loss that would be suffered by the Owner as a result of the Contractor’s non-compliance with its obligations under this Agreement. In the event that such liquidated damages are determined to be unenforceable, the Owner shall be entitled to recover direct damages provided that such damages shall not exceed the maximum amount of liquidated damages which would have been recoverable under this Article 16 if the liquidated damages had been enforceable.
|
14.6
|
If Redelivery occurs earlier than the Redelivery Date, as may be adjusted in accordance with the terms of this Agreement, the Conversion Price shall be increased at the discretion of the Owner by a sum between one million to five million United States Dollars (U.S. $1,000,000 - $5,000,000), provided that the Conversion Price shall be increased only if the Owner has an arms-length contract with a party unconnected with the Owner for the employment of the Vessel. Such sum, if any, shall be paid by the Owner to the Contractor within 14 Days of the achievement of Substantial Performance.
|
14.7
|
As regards to the Sub-Contract Works the Contractor shall have no obligation to the Owner, whether by way of liquidated damages or otherwise, for delays to the Sub-Contractor’s performance of the Sub-Contract Works or for delays to the Works arising out of or in connection with the Sub-Contract Works, unless those delays are caused by the Contractor in breach of its obligations under the GIMI Topsides Agreement or this Agreement. Further, the Contractor shall have no obligation to the Owner in respect of the performance of the Topsides Scope in any Performance Tests or otherwise.
|
14.8
|
Where the Contractor’s performance of the Contractor’s Scope is delayed by causes which are the responsibility of the Sub-Contractor, such that Redelivery is delayed beyond the Redelivery Date, the Redelivery Date shall be postponed to the extent of the impact to the Contractor’s performance of the Contractor’s Scope.
|
14.9
|
Subject to Article 29, the Contractor shall endeavour to avoid or minimise the impact of any delays to the Contractor’s Scope caused by the Sub-Contractor.
|
17.
|
MECHANICAL COMPLETION
|
15.
|
The Contractor shall be responsible for achieving Mechanical Completion in respect of the Works.
|
15.1
|
Upon each stage of successful Mechanical Completion, the Owner’s Representative and the Contractor’s Representative shall sign Mechanical Completion Certificates in accordance with the procedure which the Contractor and the Owner shall agree before commencement of Mechanical Completion. In the event of minor works that are not completed but which do not affect the safe departure of the Vessel (“
Outstanding Works
”), the Mechanical Completion Certificate shall be signed with an agreed punch list of the Outstanding Works, which shall be subsequently completed by the Contractor within one month after Redelivery provided that the Owner grants the Contractor reasonable access and facilities.
|
15.2
|
Acceptance of Mechanical Completion as above provided shall be final and binding so far as conformity of the Works with this Agreement and the Specifications are concerned and shall preclude the Owner from refusing Redelivery.
|
18.
|
PRE-COMMISSIONING OF SUB-CONTRACT WORKS
|
16.
|
The Contractor shall be responsible for carrying out activities at the Yard for the Pre-Commissioning of the Sub-Contract Works, with the assistance of the Sub-Contractor, in accordance with the GIMI Topsides Agreement.
|
16.1
|
Upon each stage of successful Pre-Commissioning of the Sub-Contract Works, the Owner’s Representative and the Contractor’s Representative shall sign Pre-Commissioning Certificates of the Sub-Contract Works, in accordance with the procedure which the Contractor shall agree with the Sub-Contractor before commencement of Pre-Commissioning of the Sub-Contract Works.
|
19.
|
COMMISSIONING OF THE WORKS
|
17.
|
The Contractor shall perform Commissioning of the Works, as further detailed in Appendix 1B.
|
17.1
|
Upon each stage of successful Commissioning of the Works, the Owner’s Representative and the Contractor’s Representative shall sign a Commissioning Certificate in accordance with the procedure which the Contractor and the Owner shall agree before commencement of Commissioning of the Works.
|
17.2
|
The procedure set out in Article 17.2 in respect of Outstanding Works in relation to Mechanical Completion shall also apply to Commissioning of the Works.
|
20.
|
VESSEL LEAVING THE YARD
|
18.
|
Upon the completion of the Commissioning of the Works provided in Appendix 1B to be carried out in the Yard, the Owner’s Representative and the Contractor’s Representative shall sign the Certificate of Vessel Leaving The Yard in the form set out in Appendix 10, whereupon (subject to the payment of the Fourth Instalment in accordance with Article 15.4d)) the care, custody and control of the Vessel shall pass from the Contractor to the Owner (“
Vessel Leaving The Yard
”). The Owner shall concurrently deliver to the Contractor a bank guarantee in the form of Appendix
10 from a first-class Singapore bank acceptable to the Contractor, to be valid until the full discharge by the Owner of its obligations under this Agreement, whereupon the Contractor shall deliver to the Owner a discharge of the mortgage over the Vessel referred to in Article 47.
|
18.1
|
On and from the signing of the Certificate of Vessel Leaving The Yard and payment as set out in Article 20.1, the Vessel shall be at the sole risk of the Owner. The Owner shall be responsible for manning, security, watchmen and all other costs and liabilities relating to the Vessel after 7 days from such date of signing. The Contractor’s prevailing mooring/berthing rates will be payable by the Owner whilst the Vessel remains at the Yard beyond 7 Days after the signing of the Certificate of Vessel Leaving The Yard. During the 7 Days after the signing of the Certificate of Vessel Leaving The Yard that the Vessel remains in the Yard, the Contractor shall be fully entitled to move the Vessel to another part of the Yard at the Owner’s cost and risk of loss or damage arising from such movement.
|
18.2
|
Following the signing of the Certificate of Vessel Leaving The Yard in accordance with Article 20.1, and before it is required under this Agreement to cause the departure of the Vessel from the Yard, the Owner may, at its entire risk and cost, carry out Pre-Commissioning and Commissioning activities on and in respect of the Sub-Contract Works.
|
21.
|
COMMISSIONING AT ANCHORAGE
|
19.
|
Following the signing of the Certificate of Vessel Leaving The Yard and payment in accordance with Article 20.1, the Owner shall, at its own risk and cost, cause the Vessel to be moved within 7 Days from the Yard to an anchorage in Singapore.
|
19.1
|
The Contractor shall perform at such anchorage the remaining Commissioning of the Works in accordance with Appendix 1B, for which purpose the Owner shall provide to the Contractor reasonable and timely access and facilities. The procedure set out in Article 17.2 in respect of Outstanding Works in relation to Mechanical Completion shall also apply to Commissioning of the Works.
|
22.
|
REDELIVERY
|
20.
|
The Owner shall accept Redelivery immediately upon the completion of Commissioning at anchorage, and make payment of the Fifth Instalment and all other amounts then due to the Contractor from the Owner.
|
20.1
|
Subject to Articles 22.3 and 22.4, Redelivery shall take place on 16 February 2018, as such date may be adjusted in accordance with the terms of this Agreement, if the Owner’s Notice to Proceed is received by the Contractor on 1 May 2015. The aforementioned date or such later date to which the requirement of Redelivery is postponed pursuant to the terms of this Agreement, is herein called the “
Redelivery Date
”.
|
20.2
|
If the Owner’s Notice to Proceed is received by the Contractor before 1 May 2015 (but in any event no earlier than 1 January 2015), the Redelivery Date shall be brought forward by the number of days between the date of the Contractor’s receipt of the Owner’s Notice to Proceed and 1 May 2015, inclusive.
|
20.3
|
If the Owner’s Notice to Proceed is received by the Contractor after 1 May 2015 (but in any event no later than 1 November 2015), the Redelivery Date shall be postponed by a duration to be agreed among the Owner, the Contractor and the Sub-Contractor (pursuant to Clause 27.4 of the Topsides Agreement), such duration to be no less than the number of days between 1 May 2015 and the date of the Contractor’s receipt of the Owner’s Notice to Proceed.
|
20.3.1
|
For the avoidance of doubt, the revision of the Redelivery Date pursuant to this Article 22.4 shall be no earlier than the revision of the Redelivery Date pursuant to Clause 27.4 of the GIMI Topsides Agreement.
|
20.4
|
The Owner and the Contractor shall agree on adjustments to the schedules for the performance of the Works to meet adjustments in the Redelivery Date pursuant to this Article 22.
|
20.5
|
Provided that the Owner shall have made payment of the Fifth Instalment, Redelivery shall be effected by the concurrent delivery by each of the Parties to the other the Protocol of Redelivery and Acceptance acknowledging Redelivery of the Vessel by the Contractor and acceptance thereof by the Owner. Upon Redelivery, ownership, property and title to all goods, materials, spares, equipment (including, but not limited to, the Equipment and other items referred to in the GIMI Topsides Agreement), machineries, appurtenances, outfit, articles and items supplied to or installed on the Vessel whether pursuant to this Agreement, the GIMI Topsides Agreement or otherwise (hereinafter referred to collectively as the “
Contractor’s Equipment
”) shall, unless otherwise agreed, pass to the Owner but, until such time as the Vessel is redelivered to the Owner in accordance with this Article 22, ownership, property and title to all the Contractor’s Equipment as aforesaid shall remain vested solely and exclusively in the Contractor.
|
20.6
|
Upon Redelivery, the Contractor shall deliver to the Owner the following documents (if not already delivered): -
|
20.6.1
|
Protocol of Mechanical Completion;
|
20.6.2
|
Instruction books and operation manuals in the English language from the vendors or suppliers of the equipment procured by the Contractor under this Agreement including those received from the Sub-Contractor in respect of the Sub-Contract Works; and
|
20.6.3
|
Drawings and certificates as listed in the Specifications.
|
20.7
|
Concurrently with Redelivery, the Owner shall pay to the Contractor the Fifth Instalment (unless already paid in accordance with Article 15.4) and all other amounts then due to the Contractor from the Owner.
|
20.8
|
If the Owner fails to accept Redelivery according to this Agreement without any justifiable reason, the Contractor shall have the right to tender Redelivery after compliance of the procedural requirements as provided above.
|
20.9
|
The procedure set out in Article 17.2 in respect of Outstanding Works in relation to Mechanical Completion shall also apply to Redelivery. The Owner shall install the Commissioning Spares on the Vessel before Redelivery.
|
23.
|
SAILAWAY
|
21.
|
Following Redelivery, the Owner shall, at its own risk and cost, cause the Vessel to be moved promptly from Singapore anchorage to the Project Site (“
Sailaway
”).
|
21.1
|
Upon the earlier of Sailaway or 30 Days following Vessel Leaving The Yard, the Owner shall pay to the Contractor the Sixth Instalment and all other amounts then due to the Contractor from the Owner, if any.
|
24.
|
PROJECT SITE WORKS
|
22.
|
The Owner shall be responsible at its own costs, expense and risk for mobilising the Vessel to the Project Site, installing here there, hook up and all other activities required for the preparation for and carrying out of the Project Site Works.
|
22.1
|
The Owner shall provide Project Site Personnel to perform those Project Site Works to be carried out by the Owner with the assistance of the Contractor as provided in Appendix K and of the Sub-Contractor as provided in Clause 28 of the GIMI Topsides Agreement.
|
22.2
|
The Owner shall ensure that the Project Site is safe, accessible, compliant with Applicable Laws and not in breach of any term of this Agreement or of the GIMI Topsides Agreement. The Owner shall notify the Contractor in writing as soon as possible, but not less than 120 Days before the commencement of the Project Site Works, of the location of the Project Site, to enable the Contractor and the Sub-Contractor to prepare for mobilisation of the Contractor’s personnel and the Sub-Contractor Project Site Personnel (as defined in the GIMI Topsides Agreement) to the Project Site and to enable the Contractor and the Sub-Contractor to satisfy themselves as to the safety, regulatory, legal and operational environment at the Project Site.
|
22.3
|
The Owner shall provide the Contractor’s Representative and the Sub-Contractor with written notices at 90, 45, 21 and 5 Days prior to the date or dates when the Project Site Works are to commence. The 5-Day notice shall be accompanied by confirmation that the pre-
|
22.4
|
Prior to the commencement of the Project Site Works and prior to the arrival of the Sub-Contractor Project Site Personnel at the Project Site (as defined in the GIMI Topsides Agreement), the Owner shall provide the following at the Project Site:
|
22.4.4
|
access to the Vessel from the date of commencement of the Project Site Works until Final Acceptance, to the extent necessary for the Contractor and the Sub-Contractor to perform their respective scopes of work in relation to the Contractor’s Scope and the Topsides Scope;
|
22.4.5
|
arrangements for transport of the Contractor’s and the Sub-Contractor’s personnel and materials between the nearest commercial international airport within the country in which the Project Site is located and the Project Site;
|
22.4.6
|
appropriate accommodation and catering for such personnel while they are required to be on the Vessel or on or near to the Project Site;
|
22.4.7
|
adequate Project Site office space;
|
22.4.8
|
adequate infrastructure support and Project Site Personnel for the Contractor’s and Sub-Contractor’s use at the Project Site for the purposes of the Project Site Works, adequate construction craft labour as may be required to support the activities of the Contractor and the Sub-Contractor at the Project Site including all supervision, labour and skilled mechanics with necessary small tools and consumables and all other material to ready the project for Project Site Works up through Final Acceptance, all to be provided in accordance with the Owner’s rate sheet containing labour rates on a non-profit basis, that shall be provided to the Contractor and Sub-Contractor no later than 30 Days prior to the scheduled Redelivery;
|
22.4.9
|
an adequate number of qualified and properly trained operators and maintenance personnel in a timely manner to support the Project Site Works;
|
22.4.10
|
reasonable assistance for the Contractor and the Sub-Contractor to obtain Authorisations as required by Applicable Laws at the Project Site for the Contractor and the Sub-Contractor to perform the Project Site Works;
|
22.4.11
|
sufficient feed stock and utilities (including fuel, air, power, water) and consumables (including reagents, chemicals, grease and lubricants complete with MSDS data) for the Project Site Works (providing however that the Sub-Contractor shall provide the Owner, with reasonable notice of its requirements at the Project Site);
|
22.4.12
|
first fills including but not limited to lubricants, refrigerants, catalyst, perlite insulation and chemicals following delivery of the Vessel to Project Site at the times and to the specification requested by the Sub-Contractor in order to complete the Project Site Works, provided that the Sub-Contractor has, six months prior to scheduled Sailaway or such shorter period of time as is reasonable under the circumstances, provided the Owner with a list identifying the foregoing items and quantities thereof;
|
22.4.13
|
sufficient storage for LNG product produced by the Vessel during the Project Site Works to support continuous, steady state operation necessary to achieve Final Acceptance in accordance with the Project Schedule;
|
22.4.14
|
cooled down LNG storage tanks on the Vessel ready to accept LNG production;
|
22.4.15
|
all required catalyst, chemicals, Owner’s Spares, fuels, lubricants, and the Commissioning Spares (which shall have been delivered by the Sub-Contractor in accordance with the GIMI Topsides Agreement) as listed in Appendix S of the GIMI Topsides Agreement. Such items shall be readily available either on the Vessel or adjacent to the Vessel;
|
22.4.16
|
LNG or liquefied nitrogen or other means to cool down the Vessel’s LNG storage tanks;
|
22.4.17
|
the safe, secure and stable mooring of the Vessel at the Project Site and the hooking up and commissioning of the relevant gas feed line;
|
22.4.18
|
the necessary Authorisations for the Project Site Works having been obtained; and
|
22.4.19
|
the availability of accommodation on the Vessel for the Contractor’s and Sub-Contractor’s personnel; and the Contractor's and the Sub-Contractor’s acceptance (acting reasonably) of the health, safety, security and other arrangements at the Project Site in accordance with Article 42 of this Agreement and Clause 14.5 of the GIMI Topsides Agreement.
|
22.5
|
The Sub-Contractor shall deliver to the Owner a list of Owner’s Spares with itemised prices as provided for in Clause 21.3 of the GIMI Topsides Agreement.
|
22.6
|
The Owner shall procure at its own cost the Owner’s Spares, either from the Sub-Contractor or from others.
|
22.7
|
The Owner’s Spares shall be made available at or transported to the Project Site by the Owner at its own cost prior to the Sub-Contractor’s arrival at the Project Site.
|
22.8
|
The Owner’s Spares may be used by the Sub-Contractor during Startup, Project Site Commissioning and in support of warranty work pursuant to Clauses 21.5 to 21.6 of the GIMI Topsides Agreement.
|
25.
|
CONDITIONS PRECEDENT FOR PROJECT SITE COMMISSIONING
|
23.
|
Project Site Commissioning will commence when the Owner has issued the Ready for First Gas Certificate.
|
23.1
|
The Ready for First Gas Certificate shall be issued by the Owner to the Sub-Contractor when the Owner is satisfied that feed gas may be introduced into the liquefaction system, including the satisfaction by the Owner of all the following conditions precedent:
|
23.1.1
|
the hook up of the gas transmission line has been accomplished;
|
23.1.2
|
all necessary Authorisations have been obtained in order for Project Site Commissioning to commence;
|
23.1.3
|
the Vessel is free from any damage to equipment or systems that may have occurred in transit to the Project Site and which would affect the operation of the Sub-Contract Works;
|
23.1.4
|
the feed gas pipeline is fully operational;
|
23.1.5
|
all “dried” systems have maintained dryness during transit or have been dried at the Project Site;
|
23.1.6
|
all infrastructure required to support Project Site Commissioning, the warranty work and rectification efforts is available (e.g. crew vessels, craft labour, spare parts, etc.);
|
23.1.7
|
a pre-start-up safety review has been completed;
|
23.1.8
|
cool down of the Vessel LNG storage tanks is completed in sufficient time for the introduction of produced LNG;
|
23.1.9
|
operator training has been completed and a sufficient number of trained operation and maintenance personnel are on board to support Startup and Project Site Commissioning;
|
23.1.10
|
the provision of all safety management and issuance of any subsequent work permit and/or hot work permits which may be required to support the Commissioning schedule; and
|
23.1.11
|
the Owner formally assuming responsibility for all safety management and issuance of any subsequent work permits which may be required to support Project Site Commissioning.
|
23.2
|
The Owner shall demonstrate satisfaction of the above conditions precedent together with the Ready for First Gas Certificate.
|
23.3
|
The Sub-Contractor shall respond to the Ready for First Gas Certificate in writing either with its agreement or, if it disagrees, with full details of its reasons within three Days of receipt of the Ready for First Gas Certificate.
|
23.4
|
If any of the conditions precedent listed in Article 25.2 is not fulfilled, causing the Ready for First Gas Certificate not to be issued (and for Project Site Commissioning not to commence) (or any repetition thereof in the event of prior failure), the Owner shall, at its own cost, make all appropriate adjustments and modifications with all reasonable speed and at its own expense to enable the Ready for First Gas Certificate to be issued. If the Ready for First Gas Certificate has not been issued to the Sub-Contractor within 28 Days from the receipt by the Sub-Contractor of the final notice referred to in Article 24.4 for reasons which are not the Sub-Contractor’s responsibility, the Sub-Contractor shall be entitled to a Variation Order (from the Owner, through the GIMI Topsides Agreement and this Agreement) for its reasonable increased costs arising from such delay.
|
26.
|
PROJECT SITE COMMISSIONING
|
24.
|
The Owner shall perform the Project Site Commissioning with the assistance of the Contractor and of the Sub-Contractor.
|
24.1
|
The Owner, the Contractor or the Sub-Contractor shall be entitled to order the cessation of any aspect of Project Site Commissioning if damage to the Vessel or other property or personal injury is likely to result from continuation.
|
24.2
|
Project Site Commissioning activities of the Owner shall be presented in a written report(s) produced and delivered by the Owner to the Sub-Contractor within five (5) Days of the completion of the relevant aspect of Project Site Commissioning. The form and content of the report(s) will be agreed between the Owner and the Sub-Contractor prior to Sailaway.
|
24.3
|
The Sub-Contractor may, acting reasonably, within five (5) Days of receipt of a report produced by the Owner in accordance with Article 26.3, give the Owner a notice that it considers:
|
24.3.1
|
the report to be deficient in any way and that it requires the Owner to correct and resubmit the report, and the Owner must, at its own cost, resubmit the report;
|
24.3.2
|
that the Owner has failed to achieve Project Site Commissioning, such notice setting out the reasons for such failure; or
|
24.3.3
|
that Project Site Commissioning has been successfully performed.
|
24.4
|
If any part of the Project Site Commissioning fails (or any repetition thereof in the event of prior failure) or if Project Site Commissioning (or any part thereof) is stopped before completion, the Owner shall, at its own cost, make all appropriate adjustments and modifications with all reasonable speed and at its own expense and Project Site Commissioning (or the relevant part thereof) shall be repeated by the Owner as soon as practicable thereafter, and the Sub-Contractor shall be afforded schedule adjustments which may apply.
|
24.5
|
Where Project Site Commissioning has been achieved such that the Sub-Contractor has issued the requisite notice pursuant to Article 26.4.3, and all other Commissioning requirements have been satisfied, the Owner shall immediately issue the Ready for Startup Certificate in the form set out in Appendix 10 and proceed to Startup.
|
27.
|
START UP AND PERFORMANCE TESTS
|
25.
|
The Owner shall perform Startup and the Performance Tests with the assistance of the Sub-Contractor. The Sub-Contractor shall provide technical services in accordance with Appendices D, K and Z of the GIMI Topsides Agreement concerning Startup and the carrying out of the Performance Tests in accordance with the procedures and requirements for the Performance Tests set out in Clause 31, and Appendices N and O of the GIMI Topsides Agreement.
|
25.1
|
The GIMI Topsides Agreement provides as follows in relation to performance of the Equipment during the Performance Tests:
|
•
|
Substantial Performance
|
•
|
Minimum Performance
|
•
|
Guaranteed Performance
|
•
|
Guaranteed Fuel Usage
|
•
|
Guaranteed Electrical Power Consumption
|
25.2
|
The Performance Tests shall demonstrate the achievement of Substantial Performance, Minimum Performance and Guaranteed Performance (together the “
Performance Tests
”), the latter to include Guaranteed Fuel Usage and Guaranteed Electrical Power Consumption.
|
25.2.4
|
Substantial performance ("
Substantial Performance
") shall be achieved when the liquefaction plant has achieved, in the aggregate, an average LNG output of at least 70 per cent of the Guaranteed LNG Output over a period of 72 consecutive hours.
|
25.2.5
|
Minimum performance ("
Minimum Performance
") shall be achieved when the liquefaction plant has achieved, in the aggregate, an average LNG output of at least 80 per cent of the Guaranteed LNG Output over a period of 72 consecutive hours.
|
25.3
|
Notwithstanding anything in Article 27.3 to the contrary, the Owner, the Contractor and the Sub-Contractor recognise that there may be circumstances during Commissioning, Startup and Performance Tests where there is enough feed gas to only operate one or more, but less than all, of the trains. The manner in which Substantial Performance, Minimum Performance and Guaranteed Performance under such circumstances will be determined shall be in accordance with Appendix N of the GIMI Topsides Agreement.
|
25.4
|
The Contractor, the Owner or the Sub-Contractor shall be entitled to order the cessation of any Performance Tests if damage to the Works or other property or personal injury is likely to result from continuation.
|
25.5
|
The results of the Performance Tests shall be collected and presented by the Owner in accordance with Appendix O (
Performance Tests Procedures
) of the GIMI Topsides Agreement.
|
25.6
|
Where all the requirements for Substantial Performance have been satisfied, the Sub-Contractor shall issue a notice (in the form of Appendix X of the GIMI Topsides Agreement) to the Owner that Substantial Performance has been achieved. Upon the Owner’s verification and signing off, such notice shall become the Substantial Performance Certificate, effective as of the date of notice by the Sub-Contractor. In the event that the Owner fails to sign off on or object to the Sub-Contractor’s notice within 2 Days, Substantial Performance shall be deemed to have been achieved on the date of the Sub-Contractor’s notice.
|
25.7
|
Where all the requirements for Minimum Performance have been satisfied, the Sub-Contractor shall issue a notice (in the form of Appendix X of the GIMI Topsides Agreement) to the Owner that Minimum Performance has been achieved. Upon the Owner’s verification and signing off, such notice shall become the Minimum Performance Certificate, effective as of the date of notice by the Sub-Contractor. In the event that the Owner fails to sign off on or object to the Sub-Contractor’s notice within 4 Days, Minimum Performance shall be deemed to have been achieved on the date of the Sub-Contractor’s notice.
|
25.8
|
Where all the requirements for Guaranteed Performance have been satisfied, the Sub-Contractor shall issue a notice (in the form of Appendix X of the GIMI Topsides Agreement) to the Owner that Guaranteed Performance has been achieved. Upon the Owner’s verification and signing off, such notice shall become the Guaranteed Performance Certificate, effective as of the date of notice by the Sub-Contractor. In the event that the Owner fails to sign off on or object to the Sub-Contractor’s notice within 4 Days, Guaranteed Performance shall be deemed to have been achieved on the date of the Sub-Contractor’s notice
|
25.9
|
If:
|
25.9.1
|
a notice of objection is given by the Owner stating the Sub-Contract Works have failed to achieve either Substantial Performance, Minimum Performance or Guaranteed Performance following a Performance Test (or any repetition thereof in the event of prior failure), the Sub-Contractor shall:
|
(a)
|
proceed with rectification efforts as soon as is practicable and thereafter continue to expeditiously (subject to having unimpeded access to the Sub-Contract Works) make all appropriate adjustments and modifications with all reasonable speed. The Owner shall provide, on a timely basis in support of the Sub-Contractor’s plan for rectification, all labour, tools, spare parts and all other resources for making such adjustments and modifications as required by the Sub-Contractor at the Sub-Contractor’s expense all in accordance with the Owner’s rate sheet containing labour rates on a non-profit basis, that shall be provided by the Owner to the Sub-Contractor no later than 30 Days prior to the scheduled Redelivery. The Sub-Contractor shall give the Owner one Day’s prior notice that the Sub-Contract Works is ready for the re-performance of the Performance Tests (or the relevant part thereof); or
|
(b)
|
if Minimum Performance has been achieved, within five (5) Days after the date of issue of the notice under Article 27.10.1, provide the Owner with a schedule detailing the work to be performed in accordance with Article 27.10.1(a). Within three (3) Days of receipt of such schedule, the Owner, acting reasonably, will approve the schedule or advise the Sub-Contractor of any reasonable amendments required (giving reasons for such amendments). The Sub-Contractor will continue to resubmit amendments to the schedule until approved by the Owner. If the Owner fails to advise under this Article 27.10.1(b) within three (3) Days then the schedule provided shall be deemed to be approved with no amendments. The Sub-Contractor will perform the work referred to in Article 27.10.1 (a) in accordance with the schedule approved by the Owner in accordance with this Article 27.10.1 (b) and
|
25.9.2
|
either (a) following a period of no less than 280 Days after the Ready for First Gas Certificate, the Sub-Contractor has failed to achieve Substantial Performance or (b) following a period of no less than 180 Days after the achievement of Substantial Performance, the Sub-Contractor has subsequently failed to achieve Guaranteed Performance, the Owner may:
|
25.9.3
|
the Sub-Contractor is, at any time, of the view that no further commercially reasonable efforts will improve the performance of the Sub-Contract Works, the Sub-Contractor shall give the Owner notice of such held view (provided that such notice shall not constitute an abandonment of this Agreement by the Sub-Contractor). Notwithstanding anything in this Agreement to the contrary, the actual costs of the Sub-Contractor’s rectification efforts to achieve Guaranteed Performance shall count towards the Sub-Contractor’s overall limit of liability in Clause 33.13 of the GIMI Topsides Agreement.
|
25.10
|
Under the GIMI Topsides Agreement Substantial Performance shall be achieved on or before 145 Days from First Gas (the “
Guaranteed Substantial Performance Date
”). If Substantial
|
25.11
|
The Sub-Contractor’s guarantee regarding the Guaranteed Substantial Performance Date is conditioned upon no delay for any reason other than those solely attributable to the Sub-Contractor. If the Sub-Contractor becomes aware of a delay to the Project Schedule not solely attributable to the Sub-Contractor the Sub-Contractor shall provide written notice to the Owner and Contractor of the same and shall update the Project Schedule on a daily basis.
|
25.12
|
For the purposes of the Sub-Contractor carrying out the Project Site Works, any work to be done by the Sub-Contractor in order to achieve Substantial Performance, Minimum Performance, Guaranteed Performance and/or Final Acceptance, the Owner shall arrange for the Owner’s Spares to be readily available. Any spare parts used by the Sub-Contractor shall promptly (by a reasonable standard) and at its own cost and expense be replaced by it and delivered to such location as the Owner may direct in writing. To the extent the Owner’s Spares are not available for any of the activities listed in the first sentence of this Article 27, the Sub-Contractor and the Contractor shall be entitled to a Variation to the extent their respective costs or schedule are adversely impacted.
|
25.13
|
For the purposes set out in Article 27.13, the Owner shall provide the Sub-Contractor with the necessary access to the Vessel as set out in a reasonable plan and schedule to be delivered by the Sub-Contractor to the Owner sufficiently in advance.
|
25.14
|
If Minimum Performance is achieved but Guaranteed Performance is not achieved and the Sub-Contractor is not given access to the Vessel by the Owner pursuant to Article 27.10 for at least six periods each of access sufficient for the performance of rectification activities by the Sub-Contractor within a period of 180 Days from the date when Minimum Performance is achieved as provided for in the plan and schedule referred to in Article 27.10.1 (b) above, then the Sub-Contractor shall be deemed to have achieved Guaranteed Performance on the date which is 180 Days from the date when Minimum Performance is achieved.
|
28.
|
FINAL ACCEPTANCE
|
26.
|
When all Sub-Contract Works necessary to achieve Final Acceptance are completed including:
|
(a)
|
having obtained required certifications of the Sub-Contract Works from the Certification Body;
|
(b)
|
completion of all Sub-Contract Works, except for those obligations expressly provided to be completed after Final Acceptance; and
|
(c)
|
having successfully completed all Performance Tests, or such tests being deemed completed, or the Sub-Contractor having paid to the Owner any liquidated damages due
|
26.1
|
The Owner shall, within five (5) Days after receipt of such notice from the Sub-Contractor either notify the Sub-Contractor in writing of its agreement that Final Acceptance has been achieved effective as of the date of the Sub-Contractor’s notice, or otherwise shall provide the Sub-Contractor with a formal notice that specifies those items that the Owner considers to be outstanding by reference to the terms of the GIMI Topsides Agreement.
|
26.2
|
The Sub-Contractor shall remedy all outstanding items notified by the Owner to the Sub-Contractor under Article 28.2, and shall carry out any appropriate tests to demonstrate that Final Acceptance has been achieved. The Sub-Contractor shall give the Owner notice in writing when it considers that Final Acceptance has been achieved, whereupon the Owner and the Sub-Contractor shall again follow the procedure set forth in Article 28.2, and, if necessary, shall repeat the process until the Sub-Contract Works achieve Final Acceptance, when the Owner shall notify its agreement by signing on the Final Acceptance Form in Appendix X of the GIMI Topsides Agreement.
|
26.3
|
Notwithstanding anything in this Agreement to the contrary, at any time after achieving Minimum Performance the Sub-Contractor shall have the right to pay performance liquidated damages based on the results of the last Performance Test in which case the Sub-Contractor shall be deemed to have achieved Guaranteed Performance.
|
29.
|
DELAYS AND PERFORMANCE DEFICIENCIES – SUB-CONTRACT WORKS
|
27.
|
The Contractor shall take reasonably practicable steps to avoid or minimise any delay to Redelivery which might otherwise result from the Sub-Contractor’s performance of the Topsides Scope, provided that the cost to the Contractor of doing so shall not exceed the amount received by the Contractor from the Sub-Contractor in respect of such delay by the Sub-Contractor pursuant to Clause 33.2 of the GIMI Topsides Agreement.
|
27.1
|
The Contractor shall be entitled to a Permitted Delay Event for any delay to Redelivery despite the Contractor’s taking of those steps.
|
27.2
|
Any payment received on or before Redelivery by the Contractor from the Sub-Contractor pursuant to Clauses 33.3 and/or 33.4 of the GIMI Topsides Agreement shall be credited by the Contractor against the Sixth Instalment of the Conversion Price.
|
27.3
|
Any other payment received by the Contractor from the Sub-Contractor pursuant to Clauses 33.3, 33.4, 33.7, 33.8 and/or 33.9 of the GIMI Topsides Agreement shall be credited by the Contractor against the Eighth Instalment of the Conversion Price.
|
27.4
|
In the event that after payment by the Owner to the Contractor of the Seventh Instalment, any payment is received by the Contractor from the Sub-Contractor pursuant to Clauses 33.3, 33.4, 33.7, 33.8 and/or 33.9 of the GIMI Topsides Agreement, the Contractor shall
|
27.5
|
The Contractor shall have no responsibility for either the performance of the Sub-Contract Works in the Performance Tests nor for any defect, deficiency or suitability of the Sub-Contract Works.
|
30.
|
DELAYS & EXTENSION OF TIME FOR REDELIVERY
|
28.
|
The Contractor shall be entitled to a Variation Order in respect of any delay to the Works resulting from any Permitted Delay Event. In addition, the Contractor shall also be entitled to a Variation Order in respect of the delay, costs and expenses relating to the Works incurred by it as a consequence of any such delay exceeding 70 Days in the aggregate. The Contractor shall be entitled to a Variation Order in respect of the costs and expenses and delay to the Sub-Contract Works resulting from a Force Majeure Event and shall be entitled to monthly payment of such costs and expenses during the pendency of such event. For the avoidance of doubt, the Sub-Contractor’s labour costs shall be invoiced in accordance with the discounted rates set forth in Appendix B of the GIMI Topsides Agreement for the first 30 Days of delay, in the aggregate.
|
28.1
|
For the purposes of this Article 30, a “
Force Majeure Event
” is an unanticipated event beyond the reasonable control of, and without the fault or negligence of, the Party claiming such Force Majeure Event and may include, without limitation, acts of God; unusually severe actions of the elements such as droughts, storms, floods, hurricanes, tornadoes, lightning, earthquakes or landslides; epidemics; sabotage; terrorism; war (declared or undeclared); embargoes; fire; explosion; strikes or other labour disputes, excluding those specifically targeting any contractor at the Yard; civil unrest, riots, delays in transportation, car shortages, and actions or failure to act of any government authority (including expropriation, requisition, or injunction), preventing delaying or adversely affecting the performance of a Party to this Agreement. However, a Force Majeure Event does not include change in economic conditions or shortage of funds.
|
28.2
|
Within five (5) Days of becoming aware of a Permitted Delay Event the Contractor shall notify the Owner in writing of the date such Permitted Delay Event occurred. The Contractor shall also notify the Owner of the period by which the Redelivery Date and the dates scheduled for the achievement of Substantial Performance and Final Acceptance by the Sub-Contractor are postponed by reason of such cause of delay with all reasonable despatch after it has been determined.
|
28.3
|
An addendum to this Agreement specifying the reasons for and extent of such extension will be discussed, agreed and executed by the Parties. Furthermore, the Sub-Contractor shall be entitled to, and the Owner shall pay, for additional costs incurred by the Sub-Contractor in relation to Force Majeure Events affecting the Sub-Contractor.
|
28.4
|
In the event:
|
i.
|
any Permitted Delay Event, or in case of the Sub-Contract Works any Force Majeure Event (“
Topsides Force Majeure
”) causes a prolonged delay in the progress in carrying out the Works or Sub-Contract Works such that an interruption in operations through the occurrence of the Permitted Delay Event and/or the Topsides Force Majeure continues for a period of one hundred and eighty (180) Days or more, or two hundred and seventy (270) Days in aggregate, the Owner, or
|
ii.
|
any such interruption in operations continues for a period of three hundred and sixty (360) Days or more in aggregate, the Contractor
|
28.5
|
Each Party shall at all times use reasonable endeavours to overcome the effects of and minimise any impact to the performance of this Agreement as a result of a Permitted Delay Event and/or a Force Majeure Event.
|
28.5.1
|
The affected Party shall also provide notice to the other Party as soon as reasonably practicable of:
|
(a)
|
the cessation of the Permitted Delay Event; and
|
(b)
|
the cessation of the effects of the event of the Permitted Delay Event on the affected Party’s ability to recommence performance of its obligations under this Agreement.
|
28.6
|
Force Majeure Affecting a subcontractor
|
31.
|
SUSPENSION
|
29.
|
The Owner shall have the right, not before the expiry of 12 months from the Effective Date
but no later than 6 months before the scheduled date of Vessel Leaving The Yard, by written notice to the Contractor, to suspend the Works and/or the Sub-Contract Works or any part thereof (the “
Suspended Works
”) from the date, for the period and to the extent detailed in the notice, for any of the following reasons:
|
(a)
|
in the event that suspension is necessary for the proper execution or safety of the Suspended Works, or safety of persons or property; or
|
(b)
|
to suit the convenience of the Owner.
|
29.1
|
The Owner shall have the right after Sailaway by written notice to the Contractor and Sub-Contractor, to suspend the Sub-Contract Works or any part thereof (the "
Suspended Works
") from the date, for the period and to the extent detailed in the notice, for any of the following reasons:
|
29.1.1
|
the lack of availability of a Project Site;
|
29.1.2
|
the lack of employment opportunities for the Vessel;
|
29.1.3
|
the lack of gas available for liquefaction at the Project Site;
|
29.1.4
|
the lack of commercial shipping available for produced LNG; or
|
29.1.5
|
the Owner not being ready to commence the Project Site Works within 2 months of such planned date.
|
29.2
|
Upon receipt of any such notice, the Contractor shall, unless instructed in writing by the Owner otherwise:
|
(a)
|
discontinue the Suspended Works detailed in the notice, on the date, for the period and to the extent specified;
|
(b)
|
properly protect and secure the Works, including any action reasonably required by the Owner, and including taking necessary measures for the preservation of the Works already executed (if any) and of the Equipment (or part thereof);
|
(c)
|
take all reasonable measures to minimize the resulting costs, expenses and losses, including placing no further orders and making no further subcontracts with its suppliers with respect to the Suspended Works other than as specified in the notice;
|
(d)
|
promptly make reasonable effort to obtain suspension of all outstanding orders and subcontracts to the extent they relate to the execution of the portion of the Suspended Works; and
|
(e)
|
continue to perform all unsuspended parts of the Works and/or the Sub-Contract Works, as applicable.
|
29.3
|
As a result of any such suspension, the Conversion Price and Redelivery Date shall be adjusted as relevant in accordance with Article 13, except where the suspension for safety reasons is solely caused by the Contractor.
|
29.4
|
As a result of any such suspension, the Topsides Price and schedule for the Sub-Contract Works shall be adjusted as relevant in accordance with the GIMI Topsides Agreement, except where the suspension for safety reasons is solely caused by the Sub-Contractor. Where such suspension has been called by the Owner, the Owner shall be fully responsible for any resulting adjustments of the Topsides Price in accordance with the GIMI Topsides Agreement. This includes that where any period of suspension occurs for a continuous period of 30 days or more, the Owner shall pay for the Sub-Contractor’s entitlement to invoice for payment in accordance with the GIMI Topsides Agreement for Sub-Contract Works performed until suspension without regard to whether or not a milestone has been achieved (less any amounts previously paid for or in relation to the Sub-Contract Works).
|
29.5
|
The Owner may, by further notice, instruct the Contractor to resume the Suspended Works to the extent specified.
|
29.6
|
During the period of such suspension, the Vessel shall remain in the Yard.
|
29.7
|
In the event of any suspension, the Owner and the Contractor shall meet at not more than seven (7) Day intervals with a view to agreeing a mutually acceptable course of action during the suspension.
|
29.8
|
If the period of any suspension pursuant to Article 31 exceeds 30 Days per occurrence or 90 Days in the aggregate, the Contractor may serve a written notice on the Owner requesting written permission within seven (7) Days from the Owner's receipt of such notice to proceed with the Suspended Works. If the period of any suspension pursuant to Article 31.2 exceeds 270 Days in the aggregate, the Sub-Contractor may serve a written notice on the Owner requesting written permission within twenty one (21) Days from the Owner's receipt of such notice to proceed with the Suspended Works. If within such period the Owner does not grant such permission the Contractor or the Sub-Contractor, by a further notice, may at its option treat the suspension as either:
|
29.8.1
|
where it affects part only of the Works, and/or of the Sub-Contract Works a deletion of such part under Article 13; or
|
29.8.2
|
where it affects the whole of the Works, and/or the Sub-Contract Works, termination in accordance with Article 33.
|
29.9
|
As soon as possible after the Contractor and/or the Sub-Contractor re-commences performance of the Works and/or the Sub-Contract Works following suspension pursuant to Article 31 or 31.2 the parties shall discuss in good faith and use reasonable efforts to agree any extension of time to which the Contractor and/or the Sub-Contractor may be entitled pursuant to Article 31.4 and 31.5.
|
29.10
|
For the avoidance of doubt, a suspension under this Article 31 shall not affect the Owner’s payment obligations under Article 15.
|
32.
|
TERMINATION FOR CAUSE
|
30.
|
The Contractor shall be deemed to be in default of the performance of its obligations under this Agreement in the following cases: -
|
(a)
|
Redelivery is delayed for reasons which the Contractor is solely responsible beyond such time as would elapse if the maximum amount of liquidated damages payable by the Contractor for such delay pursuant to Article 16.3 is exceeded;
|
(b)
|
the Contractor is in breach of any of its other material obligations under this Agreement and fails within thirty (30) Days to take reasonable steps to commence the remedy of such breach and within a reasonable period cure such breach after written notice has been given to the Contractor by the Owner pursuant to this Article 32.1(b) with particulars of the breach that is required to be remedied;
|
(c)
|
an order or an effective resolution is passed for the winding up of the Contractor (other than for the purposes of a reconstruction or amalgamation) or if a receiver or an administrator or judicial manager or liquidator is appointed over the whole or any part of the undertaking or property of the Contractor or if winding up or other types of insolvency proceedings are commenced against the Contractor or if the Contractor becomes insolvent or suspends payment generally of its debts or ceases to carry on its business or makes any special arrangement or composition with its creditors or if a voluntary winding up resolution has been made in respect of the Contractor;
|
(d)
|
an event analogous to Article 32.1(c) above occurs in relation to the Contractor Guarantor;
|
(e)
|
a material adverse change occurs in the financial condition of the Contractor which would affect the Contractor’s ability to perform all its obligations under this Agreement;
|
(f)
|
the aggregate cap on the Contractor’s liability under this Agreement pursuant to Article 35.2 is reached; or
|
(g)
|
the Contractor is in material breach of its obligations under Article 48;
|
30.1
|
The Owner shall be deemed to be in default of the performance of its obligations under this Agreement in the following cases:
|
(a)
|
The Owner fails to pay the Contractor any monies that have become due and payable under this Agreement after the Contractor has given the Owner 30 Days’ written notice of its failure to pay such monies; provided, however, that as an alternative to termination the Contractor and the Sub-Contractor shall be entitled to suspend the performance of the Works and/or Sub-Contract Works work after the Owner’s failure to pay any undisputed amount due under the provisions of this Agreement and/or the GIMI Topsides Agreement within thirty (30) Days’ written notice from the Contractor and/or Sub-Contractor of such failure by the Owner to pay on the due date;
|
(b)
|
The Owner fails to deliver the Vessel to the Contractor within 150 Days after the time prescribed for its Delivery under Article 5.2, unless within such period the Parties agree and sign a Variation Order pursuant to Article 13 and the Contractor and the Sub-Contractor agree and sign a Variation Order, pursuant to the terms of the GIMI Topsides Agreement providing for the terms (including price and schedule) for the substitution of the “Gimi” for the Vessel;
|
(c)
|
The Owner fails to take Redelivery and pay all amounts due to the Contractor within fourteen (14) Days after the Contractor having given written notice to the Owner of its failure to take Redelivery or tendered the Vessel for Redelivery and stating its intention to terminate this Agreement pursuant to this Article 32.2;
|
(d)
|
An order or an effective resolution is passed for the winding up of the Owner (other than for the purposes of a reconstruction or amalgamation) or if a receiver or an administrator or judicial manager or liquidator is appointed over the whole or any part of the undertaking or property of the Owner or if winding up or other types of insolvency proceedings are commenced against the Owner or if the Owner becomes insolvent or suspends payment generally of its debts or ceases to carry on its business or makes any special arrangement or composition with its creditors or if a voluntary winding up resolution has been made in respect of the Owner;
|
(e)
|
The Owner is in breach of any of its material obligations under this Agreement and fails to within thirty (30) Days to take reasonable steps to commence the remedy of such breach and within a reasonable period cure such breach after written notice has been given to the Owner by the Contractor pursuant to this Article 32.2(e) with particulars of the breach that is required to be remedied;
|
(f)
|
A material adverse change occurs in the financial condition of the Owner which would affect the Owner’s ability to perform all its obligations under this Agreement;
|
(g)
|
A change in control of the Owner (save where the control of the Owner passes to an Affiliate of the Owner) occurs without prior written consent of the Contractor, such consent not to be unreasonably withheld;
|
(h)
|
The Owner fails to make timely payment of any amount due to the Contractor in respect of the Sub-Contract Works and the Contractor, having applied all of the Topsides Credit towards any payment then outstanding of the Sub-Contractor, does not receive within 7 Days of written notice to the Owner, such amount as the Owner should have paid under the terms of this Agreement and the GIMI Topsides Agreement, in addition to restoring as the Topsides Credit to the level prescribed in Article 15.10;
|
(i)
|
At any time up to Vessel Leaving The Yard, the Contractor does not receive from the Owner, upon 14 Days of the Contractor’s written demand, such amount that will result in the Contractor having available to it the full Topsides Credit set out in Article 15.10; or
|
(j)
|
The Owner fails to obtain and/or procure, in the event of any detention, seizure, arrest, expropriation, attachment, sequestration, distress or execution of the Vessel (except where such detention, seizure, arrest, expropriation, attachment, sequestration, distress
|
30.2
|
If this Agreement is terminated by the Contractor pursuant to Article 32.2, the Owner shall immediately pay the Contractor:
|
(a)
|
for the Works performed until termination (less any amounts previously paid to the Contractor for the Works);
|
(b)
|
the cost of any uninstalled equipment or materials, not already included in Article 32.3 (a);
|
(c)
|
any reasonable additional amount incurred by the Contractor as a result of termination of the part or parts of the Works including any unavoidable liability to subcontractors, suppliers and vendors directly related to termination of part(s) of the Works;
|
(d)
|
such amount as will indemnify the Contractor for any amount which may become payable by the Contractor to the Sub-Contractor as a consequence of the termination by the Contractor of the GIMI Topsides Agreement;
|
(e)
|
fifteen percent (15%) of the balance of the Conversion Price
|
30.3
|
If this Agreement is terminated by the Owner pursuant to Article 32.1, then the Owner shall immediately pay to the Contractor:
|
(a)
|
for the Works performed until termination (less any amounts previously paid to the Contractor for the Works);
|
(b)
|
the cost of any uninstalled equipment or materials, not already included in Article 32.4 (a);
|
(c)
|
for the Sub-Contract Works performed until termination; and
|
(d)
|
security for any amount in dispute in wording, amount and from a guarantor reasonably acceptable to the Contractor,
|
30.4
|
In no circumstances shall the Contractor have any responsibility to the Owner in respect of the Sub-Contract Works, whether or not the Sub-Contract Works have been completed at the time of such termination.
|
30.5
|
For the avoidance of doubt, in no event shall the Owner be entitled to a refund of payments effected by the Owner to the Contractor for Works performed by the Contractor or the Sub-Contractor and the remedies set out herein shall be the Owner’s sole and exclusive remedy (whether at law, contract, equity or otherwise) in the event of termination of the Agreement by the Owner.
|
30.6
|
Without prejudice to any other rights or remedy which the Contractor may have, if the Owner does not within 14 days of the date of termination, make payment to the Contractor in accordance with either Article 32.3 or Article 32.4 or furnish security for such payment on terms satisfactory to the Contractor, the following provisions shall apply:
|
30.6.1
|
The Contractor shall have the full right and power either to complete or not to complete the Vessel as it deems fit, and to take, retain, keep possession, preserve or sell the Vessel, or any part thereof or any Equipment or OFE by way of a public or private sale by any means or process including but not limited to a court process in any jurisdiction at such price and on such terms and conditions as the Contractor in its sole discretion thinks fit or to dispose of the Vessel or any part thereof or the Equipment or OFE, without being answerable for any loss or damage.
|
30.6.2
|
In the event of the sale of the Vessel in its completed state, the proceeds of sale received by the Contractor shall be applied firstly to payment of all expenses attending such taking, retention, possession, preservation, sale or disposal and otherwise incurred by the Contractor as a result of the Owner's default, including but not limited to mooring, wharfage, berthing and dockage dues, costs of manning, security and watchmen, any movement, towage and then to payment of all unpaid instalments of the Conversion Price and interest on such instalments at the Default Interest Rate from the respective due dates thereof to the date of application.
|
30.6.3
|
In the event of sale of the Vessel in its incomplete state, or any part thereof or any Equipment or OFE, the proceeds of sale received by the Contractor shall be applied firstly to all expenses incurred by the Contractor as a result of the Owner's default, including but not limited to mooring, berthing, wharfage and dockage dues, costs of manning, security and watchmen, any movement, towage and then to payment of the amounts due under Articles 32.3 (a) to (e) and Articles 32.4 (a) to (c) .
|
30.6.4
|
In either of the above events of sale, if the proceeds of sale exceeds the total of amounts to which such proceeds are to be applied as aforesaid, the Contractor shall promptly pay the excess to the Owner without interest, provided however, that the amount of such payment to the Owner shall in no event exceed the total amount of instalments already paid by the Owner (without interest) and the cost of the OFE, if any.
|
30.6.5
|
If the proceeds of sale are insufficient to pay such total amounts payable as aforesaid, the Owner shall promptly pay the deficiency together with interest to the Contractor upon request.
|
30.6.6
|
The Owner hereby irrevocably and unconditionally grants to the Contractor full power and authority to sell the Vessel in accordance with the terms of this Article 32, to take all such steps as may be necessary to complete the sale, to receive the sale proceeds into its own account and to keep or retain the same or to apply the same in the manner set out in this Article 32 and for the purposes of such sale to confer legal and beneficial title and ownership in the Vessel to the buyer, deliver the Vessel to such buyer and do all acts and things as many be necessary for the purposes of giving effect to such sale including but not limited to the execution or signing of any contract, memorandum of agreement, bill of sale, certificate or document, or assignment of its right under the PRICO
®
License Agreement.
|
33.
|
TERMINATION FOR CONVENIENCE
|
31.
|
The Owner may in any event terminate this Agreement for any reason or for its own convenience at any time by: (i) giving not less than ten (10) Days’ notice in writing to the Contractor during the period of time commencing from the Effective Date and ending on the effective date of the Owner’s Notice to Proceed; or (ii) giving not less than sixty (60) Days’ notice in writing to the Contractor on and after the effective date of the Owner’s Notice to Proceed. In such event the Contractor shall be entitled to recover from the Owner, including but not limited to by way of set-off from the payment made pursuant to Article 2.1.2 (if the Owner’s Notice to Proceed is not yet effective) or the First Instalment (if the Owner’s Notice to Proceed has become effective), as the case may be, in full and final satisfaction of all claims: -
|
(a)
|
For the Works performed until termination (less any amounts previously paid to the Contractor for the Works);
|
(b)
|
The cost of any uninstalled equipment or materials, not already included in Article 33.1 (a);
|
(c)
|
Any reasonable additional amount incurred by the Contractor as a result of termination of the part or parts of the Works including any unavoidable liability to subcontractors, suppliers and vendors directly related to termination of part(s) of the Works;
|
(d)
|
Such amount as will indemnify the Contractor for any amount which may become payable by the Contractor to the Sub-Contractor as a consequence of the termination by the Contractor of the GIMI Topsides Agreement pursuant to Clause 42 therein; and
|
(e)
|
an additional payment determined as follows:
|
i.
|
if this Agreement is terminated for the Owner’s convenience prior to 2 May 2015, the Owner shall pay to the Contractor US$5,000,000.
|
ii.
|
if this Agreement is terminated for the Owner’s convenience between 2 May 2015 and 1 August 2015, inclusive, the Owner shall pay the Contractor US$10,000,000.
|
iii.
|
if this Agreement is terminated for the Owner’s convenience on or after 2 August 2015, the Owner shall pay the Contractor US$15,000,000.
|
iv.
|
for any termination for convenience by the Owner subsequent to the effectiveness of the Owner’s Notice to Proceed (pursuant to Article 4.4), the Owner shall pay to the Contractor Fifteen percent (15%) of the balance of the Conversion Price.
|
31.1
|
Any monies remaining after the set-off in Article 33.1 shall be retained by the Contractor and immediately applied as an interest-free pre-payment for sums due or to become due and payable under the Engineering, Procurement and Construction Contract in respect of the m.v. HILLI dated 22 May 2014. In the event that there are no further sums due or to become due under the aforementioned agreement, all such monies (if any) shall be returned to the Owner within 14 Days. If there is any sum that remains outstanding to the Contractor after the set-off in Article 33.1 then the Owner shall pay to the Contractor such sum within 14 Days.
|
31.2
|
Upon receipt of such payment, the Contractor shall redeliver to the Owner the Vessel, any uninstalled equipment or materials and Plans. Without prejudice to any other rights or remedy which the Contractor may have, if the Owner does not within 14 Days of the date of termination, make payment to the Contractor in accordance with this Article or furnish security for such payment on terms satisfactory to the Contractor, the provisions of Articles 32.5 to 32.7 shall apply.
|
34.
|
WARRANTY
|
32.
|
Subject to the provisions set forth herein, Contractor undertakes to remedy any defect(s) in the Works (but not in the Sub-Contract Works) which are due to defective design, defective material and/or bad workmanship on the part of Contractor and/or its subcontractors provided that the defect(s) is/are discovered within a period of either: (i) 18 months after the date of Redelivery; or (ii) the earlier of twelve (12) months after either the original planned date of
|
32.1
|
The Contractor's sole obligation in respect of defects in the Sub-Contract Works shall be to assign to the Owner such rights as the Contractor may have in that respect against the Sub-Contractor which the Owner may pursue at its sole risk and expense, indemnifying the Contractor for any costs, expenses or liabilities including in respect of its or the Sub-Contractor's legal costs and the costs of any litigation.
|
32.2
|
The Owner shall notify the Contractor in writing of any defect(s) for which a claim is made under this Article 34 as promptly as possible after discovery thereof. Such notice shall contain a description of the nature and extent of the defect(s). The Contractor shall have no obligation for any defect(s) discovered prior to the expiry of the Warranty Period (or Extended Warranty Period, in a case where such period applies under this Article 34) unless notice of such defect(s) is received by the Contractor promptly after discovery of the defect and in any event no later than 30 Days after the expiration of the Warranty Period (or Extended Warranty Period, in a case where such period applies under this Article 34).
|
32.3
|
The extent of the Contractor’s obligation upon receipt of such notice is (1) to, at the Contractor’s cost and expense, repair or replace and thereby remedy such defect at the Contractor’s Yard or (2) to reimburse the Owner the costs of such repair or replacement in the event that such repair or replacement are not carried out at the Yard but at another location provided that the maximum reimbursement allowed or claimable hereunder shall not exceed 115% of the costs of carrying out such repair or replacement at Contractor’s Yard under this Article 34. If the Contractor advises the Owner in writing that such repair or replacement is to be made in the Yard, then the Owner will either return the Vessel (or the part or item affected where feasible to detach it from the Vessel) to the Yard at the Owner’s costs and risk, for such repair or replacement or if the Owner advises the Contractor in writing that it is not convenient for the Owner to so return the Vessel or component to the Yard, then in such event, the Contractor shall pay to the Owner the amount stated in (2) above, after prompt inspection and admission of the defect, in lieu of the Contractor making such repair or replacement.
|
32.4
|
In the event that any repair or replacements are provided by the Contractor and/or its subcontractors during the Warranty Period, the Warranty Period in respect of such repairs or replacements shall be extended for the remaining balance of the Warranty Period or a period of 6 months from the date upon which the same is carried out, whichever is the longer period, provided that the total accumulated period of warranty in respect thereof shall not under any circumstances exceed either: (i) a period of 24 months after the date of Redelivery; or (ii) the earlier of eighteen (18) months after either the original planned date of First Gas as set forth in Appendix I of the GIMI Topsides Agreement or the actual date of First Gas, whichever is earlier (“
Extended Warranty Period
”).
|
32.5
|
The Contractor shall have no responsibility for any other defects whatsoever in the Vessel than the defects specified in Article 34. Nor shall the Contractor in any circumstances be responsible or liable for the transportation of the Vessel to and from the Yard (or the costs thereof) or to any other location to carry out or perform the repair or replacement of any defect warranted herein, or for any loss of time, loss of profit or earning or demurrage directly
|
32.6
|
The Contractor shall not be responsible for any defect in any part of the Vessel which may subsequent to Redelivery have been replaced or in any way repaired by any other contractor, or for any defects which have been caused or aggravated by omission or improper use and maintenance of the Vessel on the part of the Owner, its employees or agents or by ordinary wear and tear or by any other circumstance beyond the control of the Contractor. For the avoidance of doubt, this warranty shall also not extend to defects in any of the OFE for which the Owner shall seek recourse exclusively from the vendors of the relevant OFE.
|
32.7
|
The warranty contained in this Article 34 shall be in lieu of and shall replace any other liability, guarantee, warranty, remedy, condition and/or term imposed or implied by the law, customary or statutory or otherwise. The remedies contained in this Article 34 shall be the Owner’s sole and exclusive remedies in relation to any and all defects warranted under this Article 34.
|
35.
|
LIABILITIES & INDEMNITIES
|
33.
|
Except for liquidated damages expressly provided for in this Agreement, the Contractor and the Contractor’s Group shall not in any event nor under any circumstances, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise, be liable for any loss of profit or revenues, loss of use of any equipment, cost of capital, cost of substitute equipment, facilities, services or replacement power, downtime costs, claims of the Owner’s partners or customers for such damages, whether deemed to be direct or indirect and whether or not foreseeable or disclosed at the time of this Agreement, or for any special, consequential, incidental, indirect or exemplary or punitive damages suffered by the Owner , and the Owner shall release and hold harmless the Contractor’s Group from such claims.
|
33.1
|
Notwithstanding any provision in this Agreement, the GIMI Topsides Agreement or the GIMI Direct Agreement to the contrary or any inconsistency in or across them, it is agreed between the Parties that the Contractor’s total and entire liability under this Agreement (other than the Sub-Contract Works) and the GIMI Direct Agreement, including warranty and damages (liquidated or unliquidated), tort (including negligence and breach of statutory duty) or otherwise in relation to or in connection with this Agreement and/or the repair, modification or conversion of the Vessel and/or the Works and/or the performance by the Contractor of its obligations in the GIMI Topsides Agreement shall not exceed United States Dollars Forty Million U.S.$40m and the Owner releases the Contractor from any and all liability in excess thereof. This shall apply regardless of any act, default, omission or negligence, in whatever form or degree, and whether sole, partial, concurrent or contributory on the part of any person within the Contractor’s Group and regardless of any other breach of duty or liability, whether strict, statutory, contractual or otherwise, by any person within Contractor’s Group.
|
33.2
|
Notwithstanding any provision herein to the contrary or inconsistent herewith, it is agreed between the Parties that the Sub-Contractor’s total and entire liability shall be in accordance with the requirements stated in the GIMI Topsides Agreement.
|
33.3
|
Until the Owner has fully and completely performed and discharged all its duties, liabilities and obligations under this Agreement, the Owner shall remain the sole, legal and equitable owner of the whole of the Vessel and shall not transfer legal or equitable ownership of the Vessel to any third party or create or permit any lien, charge, debt, mortgage or any other claim whatsoever over or in relation to the Vessel, other than a lien and a mortgage in favour of the Contractor pursuant to the terms of this Agreement.
|
33.4
|
Without prejudice to any other rights or remedy which the Contractor may have, whether under this Agreement, under common law, statute, or otherwise and whether in rem or in personam:
|
33.4.3
|
The Vessel, all her equipment (whether installed on board or not) whenever the same may come into the Contractor's possession, custody or control, the OFE and all goods, materials, Plans, Project Information, documents (including but not limited to the Vessel's certificates), choses-in-action, monies (including but not limited to any insurance proceeds), items and properties in the possession, custody or control of the Contractor (collectively the "Lien Property") shall be subject to a particular and general lien and right of detention for:
|
33.4.3.1
|
all monies, sums, amounts and payments due in respect of the Lien Property, including but not limited to monies, sums, amounts and payments due and/or arising under this Agreement and the GIMI Direct Agreement; and
|
33.4.3.2
|
any particular or general balance or other sums, monies, amounts and payments due from the Owner to the Contractor, including but not limited to berthing, mooring, wharfage and dock charges or dues, storage fees costs of any equipment, goods or materials or manpower supplied to the Vessel, the costs of any movement of the Vessel, including the towage thereof, insurance premiums, legal fees and the cost of recovering all such charges, fees, costs and expenses, for the purpose of exercising or preserving or attempting or preparing to exercise and preserve such lien.
|
33.4.4
|
The Contractor, by itself or its servants or agents or otherwise shall be entitled to exercise a possessory lien upon the Lien Property in respect of any monies, sums, amounts and payments howsoever and whatsoever due to the Contractor (including but not limited to those referred to under Article 35.5.1 above) and shall for the purpose of exercising such possessory lien be entitled to take, retain and keep possession of the Lien Property at the sole risk and expense of the Owner.
|
33.5
|
The Owner shall be liable for and pay to the Contractor all costs and expenses howsoever and whatsoever incurred by or on behalf of the Contractor including but not limited to berthing, mooring, wharfage and dock charges or dues, storage fees costs of any equipment, goods or materials or manpower supplied to the Vessel, the costs of any movement of the Vessel including the towage thereof, insurance premiums, legal fees and the cost of recovering all such charges, fees, costs and expenses, for the purpose of exercising or preserving or attempting or preparing to exercise and preserve such lien.
|
33.6
|
Notwithstanding the Redelivery of the Vessel to the Owner or any delivery or re-delivery of any other Lien Property to the Owner, the Contractor shall be entitled to exercise its rights pursuant to Article 35.5 as long as the Lien Property is in the Yard or in the possession of
|
36.
|
INSURANCE
|
34.
|
Builder’s All Risk (BAR) Insurance:
|
34.1.1
|
From the time of Delivery of the Vessel by the Owner to the Contractor until Vessel Leaving The Yard, the Contractor shall keep the Vessel, the Equipment, and all machinery, materials, equipment, appurtenances and outfit (including OFE which shall not exceed a delivered value of Four Million United States Dollars (U.S.$4m) delivered to the Yard or built into or installed in or upon the Vessel), insured against all risks under coverage corresponding to the Institute of London Underwriters’ Institute Clauses for Builders’ Risks (1/6/88) (hereafter referred to as the “
BAR
”). The amount of such insurance coverage shall, up to the date of Vessel Leaving The Yard, be an amount at least equal to the aggregate of (a) Forty Million United States Dollars (U.S.$40m) being the value of the Vessel on arrival at the Yard, (b) the aggregate of the payments made by the Owner to the Contractor, (c) the value of the OFE as and when any of them are delivered to the Contractor at the Yard up to the limit mentioned hereinbefore, and (d) Fifty Million United States Dollars (U.S.$50m) to cover the Owner’s execution costs. All losses under such policy shall be payable to the Contractor.
|
34.1.2
|
In the event the Vessel is damaged by any insured cause whatsoever prior to Vessel Leaving The Yard and:
|
(a)
|
Such damage is not determined by the underwriters to be an actual or a constructive total loss of the Vessel, the Contractor and/or the Owner shall apply the amount recovered under the BAR policy referred to in Article 36.1.1 above to the repair of such damage reasonably satisfactory to the Owner and the Classification Society, and the Owner shall accept the Vessel if completed in accordance with this Agreement; or
|
(b)
|
Such damage is determined by the underwriters to be an actual or constructive total loss of the Vessel, the Contractor shall, with the mutual agreement between the Parties, either:
|
(i)
|
Proceed in accordance with the terms of this Agreement, in which case the amount recovered under the insurance policy shall be applied to the reconstruction of the Vessel, provided the Parties shall have first agreed in writing as to such reasonable postponement of the Redelivery Date and adjustment of other terms of this
|
(ii)
|
Pay the insurance proceeds under the BAR insurance policy to the Owner within sixty (60) days of receipt thereof less the value of the Works performed by the Contractor up to the date the damage occurred (less any amounts already paid by the Owner to the Contractor under this Agreement), whereupon this Agreement shall be deemed to be terminated and all rights, duties, liabilities and obligations of each of the Parties to the other shall terminate forthwith.
|
34.2
|
Hull & Machinery and P & I:
From the time of Vessel Leaving The Yard, the Owner shall maintain comprehensive hull and machinery, protection and indemnity and any operational insurance policies over the Vessel covering at least the value of the Vessel.
|
34.3
|
Co-assurance & Waiver of Subrogation:
The insurance required above to be taken out by the Parties shall name the other Party as co-assured and waive subrogation against the other Party’s group.
|
34.4
|
Other Insurance:
The Parties shall, at their respective cost and expense, effect and maintain the following insurance:
|
34.4.1
|
In the case of the Contractor:
|
(a)
|
Workmen’s Compensation and Employer’s Liability Insurance as prescribed by applicable laws of Singapore;
|
(b)
|
Commercial General Liability Insurance with limits of not less than US$1,000,000 per occurrence and US$2,000,000 in aggregate.
|
34.4.2
|
In the case of the Owner:
|
(a)
|
Any Workmen’s Compensation and Employer’s Liability Insurance or the equivalent thereof covering its employees as prescribed by the states and/or countries of residence of such employees
|
(b)
|
Commercial General Liability Insurance with the same limits as that applicable for the Contractor.
|
37.
|
PATENTS, TRADEMARKS, COPYRIGHTS ETC.
|
35.
|
Machinery and equipment of the Vessel in respect of the Works may bear the patent number, trademarks or trade names of the manufacturers.
|
35.1
|
The Contractor shall defend, indemnify and save harmless the Owner from patent liability or claims of patent infringement of any nature or kind, including costs and expenses for, or
|
35.2
|
Nothing contained herein shall be construed as transferring any patent or trademark rights or copyright in equipment covered by this Agreement, and all such rights are hereby expressly reserved to the true and lawful owners thereof.
|
35.3
|
The Contractor’s warranty hereunder does not extend to the OFE. The Owner shall defend, indemnify and save harmless the Contractor from patent liability or claims of patent infringement of any nature or kind, including costs and expenses for, or on account of any patented or patentable invention in connection with or related to the OFE and also including costs and expenses of litigation, if any.
|
35.4
|
The Contractor retains all rights with respect to the Specifications and Plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and upgrading & conversion of the Vessel and the Owner undertakes not to disclose the same or divulge any information contained therein to any third party without the prior written consent of the Contractor, except where it is necessary for usual operation, repair and maintenance of the Vessel.
|
38.
|
OWNER FURNISHED EQUIPMENT
|
36.
|
The Owner shall at its own risk, cost and expense, supply and deliver to the Contractor all OFE at the warehouse or other storage of the Yard in proper condition ready for installation in or on the Vessel, in accordance with the time schedule stated in Appendix 4 hereto or such other time schedule as may be mutually agreed between the Parties.
|
36.1
|
In order to facilitate installation by the Contractor of the OFE in or on the Vessel, the Owner shall furnish the Contractor with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations within the time schedule stated in Appendix 4 hereto. The Owner, if so requested by the Contractor, shall without any charge to the Contractor, cause the representatives of the manufacturers of the OFE to assist the Contractor in installation thereof in or on the Vessel and/or to carry out installation thereof by themselves or to make necessary adjustment thereof at the Yard.
|
36.2
|
The delivery dates mentioned in Appendix 4 are based on the Delivery of the Vessel to the Contractor by the Delivery Date. In the event of any delay in the Delivery of the Vessel to the Contractor, the delivery dates or delivery periods mentioned in Appendix 4 shall be extended by the period of delay in the Delivery of the Vessel to the Contractor or such dates or periods as the Parties may otherwise mutually agree in writing.
|
36.3
|
Any and all of the OFE shall be subject to the Contractor’s reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation.
|
36.4
|
Should the Owner fail to deliver any of the OFE within the prescribed time, the Redelivery Date shall be extended for a period of such delay in delivery or such longer period caused to the performance of the Works if the Contractor is able to demonstrate the same . In such event, the Owner shall be responsible and pay to the Contractor for all losses and damages incurred by the Contractor by reason of such delay in delivery of the OFE and such payment
|
36.5
|
The Contractor shall be responsible for storing and handling with reasonable care the OFE after delivery thereof at the Yard and shall at its own cost and expense, install them in or on the Vessel, unless otherwise provided herein or agreed by the Parties provided always that the Contractor shall not be responsible for quality, efficiency and/or performance of any of the OFE. The Owner acknowledges and agrees that the Contractor shall also not be responsible for any failure to meet the requirements contained in the Specifications that are attributable to the quality, efficiency and/or performance of any of the OFE.
|
39.
|
CONFIDENTIALITY
|
37.
|
All information acquired or furnished by the Parties to each other that is:
|
(i)
|
designated in writing as “confidential” or “proprietary” at the time of written disclosure; or
|
(ii)
|
verbally designated as “confidential” or “proprietary” at the time of verbal disclosure and is confirmed to be “confidential” or “proprietary” in writing within
10
Days after the verbal disclosure
|
(a)
|
is or becomes generally available to the public other than from disclosure by the receiving Party;
|
(b)
|
is or becomes available to the receiving Party or its representatives or Affiliates on a non-confidential basis from a source other than the disclosing Party when the source is not, to the best of the receiving Party’s knowledge, subject to a confidentiality obligation to the disclosing Party;
|
(c)
|
is already known by the receiving Party at the time of disclosure;
|
(d)
|
is required to be disclosed by law, a valid legal process or a government agency (including the requirements of the relevant stock exchange);
|
(e)
|
is independently developed by the receiving Party, its representatives or Affiliates, without reference to Confidential Information; and
|
(f)
|
is approved for disclosure in writing by an authorized representative of the disclosing Party
|
37.1
|
The confidentiality obligations under this Agreement shall survive for a period of five (5) years from the Date of Agreement.
|
37.2
|
Neither Party hereto shall issue any press release or provide any information to the media or any other Third Party without the prior written approval of the other Party, except where it is necessary to satisfy securities laws or regulations and stock exchange requirements.
|
40.
|
INTELLECTUAL PROPERTY RIGHTS IN RELATION TO THE CONTRACTOR’S SCOPE
|
38.
|
For the purposes of this Article 40 only, “
Party
” shall mean either the Owner, the Contractor or the Sub-Contractor, and “
Parties
” shall refer to the Owner, the Contractor and the Sub-Contractor collectively.
|
38.1
|
Each Party may at any time provide another Party with certain Project Information. Such Party shall retain the Intellectual Property Rights in the Project Information it provides. The Parties shall forthwith return all the Project Information to the Party it received such Project Information from upon the completion of both the Works and Sub-Contract Works, or upon the earlier termination of this Agreement or the GIMI Topsides Agreement; provided, however, that each Party may retain for its own use only one record copy of such Project Information for the sole purpose of this Agreement and shall not use it for any other purpose. Each Party shall save, indemnify, defend and hold harmless all other Parties from all claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature for, or arising out of, any alleged infringement or infringement of Intellectual Property Rights of the Project Information by any member of such Party's Group in respect of Project Information provided by it.
|
38.2
|
All Derivative Works developed or created by the Contractor or the Sub-Contractor for the Project (as defined in the GIMI Direct Agreement) shall be deemed to be and considered as “
Commissioned Works
” under applicable laws and regulations except where such Derivative Works are (i) created or made by the Sub-Contractor and (ii) any other agreement (including but not limited to the PRICO® Licence Agreement) governs, controls, pertains to or otherwise deals with the same or substantially similar subject matter, in which case the Parties expressly agree that such Derivative Works shall not constitute, be deemed to be or be considered to be Commissioned Works and such other agreement or agreements shall prevail over this Agreement in respect of such Derivative Works. The Parties agree and acknowledge that the Owner is the commissioning party of the Commissioned Works and all Intellectual Property Rights in the Commissioned Works will solely vest ab initio in the Owner, provided that if for any reason, whether by the operation of law or otherwise, the Contractor and/or Sub-Contractor still retains any rights, title, interests or benefits in the Commissioned Works, each of the Contractor and the Sub-Contractor hereby agrees to assign, including by way of present assignment of future rights, to the Owner all rights that it may have in the Commissioned Works to the Owner. If, for whatever reason, any
|
38.3
|
The Contractor may use the Commissioned Works as may be necessary for the purposes of this Agreement only. The Contractor shall not use, disclose to or procure a third party to use or disclose any of the Commissioned Works for any other purpose. For the avoidance of doubt, Articles 40.3 and 40.4 do not apply to the Contractor Background Intellectual Property.
|
38.4
|
The Owner hereby grants to the Contractor an irrevocable (except in the event of a breach of this license), non-transferable, nonexclusive, royalty-free license to utilise the Owner Background Intellectual Property, Commissioned Works only to the extent necessary for the construction, operation, maintenance, repair, or alteration of the Works. Notwithstanding any provision in this Agreement to the contrary, rights to intellectual property developed, utilized or modified in the performance of the Sub-Contract Works, excluding the Owner Background Intellectual Property, Derivative Works, and the Contractor Background Intellectual Property, shall remain the exclusive property of the Sub-Contractor. The Contractor hereby grants to the Owner an irrevocable (except in the event of a breach of this license), non-transferable, nonexclusive, royalty-free license to utilise the Contractor Background Intellectual Property only to the extent necessary for the operation, maintenance, rectification or repair of the Works.
|
38.5
|
Nothing contained in this Article 40 shall be construed as limiting or depriving the Contractor of its rights to use its Project Information, the Contractor Background Intellectual Property and other basic knowledge and skills (but for the avoidance of doubt this shall not include the Owner Background Intellectual Property, or the Commissioned Works) to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Agreement. In circumstances where the Contractor is a party to a validly-created and existing contract with the Owner for the repair, modification and conversion of any Moss Type liquefied natural gas tanker into a floating liquefied natural gas production and storage unit using a two-tiered open lower deck sponson attached to the ship’s sides, then the Contractor shall notify the Owner before undertaking the same work for a party that is not a Party to the GIMI Direct Agreement. The Contractor shall have the right to retain and use copies of drawings, documents, and engineering and other data furnished or to be furnished by the Contractor and the information contained therein.
|
38.6
|
Rights to the Contractor Background Intellectual Property shall at all times remain the property of the Contractor. Rights to the Owner Background Intellectual Property shall at all times remain the property of the Owner.
|
38.7
|
The Contractor and the Owner shall not use or include any third party Intellectual Property Rights in the performance of this Agreement unless (i) it has all licences, consents and
|
38.8
|
The Owner and the Contractor hereby warrant to each other that:
|
(a)
|
it is the owner of the Project Information provided by it and that it has the right to assign and grant the licences and rights to the other in accordance with this Article 40;
|
(b)
|
it has not granted and will not grant any rights to any third party which conflict with or may adversely affect the rights granted to the other under this Article 40;
|
(c)
|
the performance of their respective obligations in accordance with this Agreement and/or the GIMI Topsides Agreement and/or the GIMI Direct Agreement will not infringe any rights including, but not limited to Intellectual Property Rights, of any third party, the Owner Background Intellectual Property, the Contractor Background Intellectual Property, or the Sub-Contractor Background Intellectual Property (as the case may be), or the Project Information provided by any other Party to the Party giving this warranty; and
|
(d)
|
it has all necessary rights and licences for the performance of its obligations under this Agreement, the GIMI Topsides Agreement, and the GIMI Direct Agreement.
|
38.9
|
The Contractor shall defend, protect and indemnify and hold the Owner (including its assigns) harmless from and against any third party claims, demands, expenses, liabilities, losses, damages or proceedings (including legal costs on an indemnity basis) in connection with any infringement or alleged infringement of copyright, registered design, trademark rights or patent arising from, out of or in connection with:
|
(a)
|
the Contractor’s and/or the Owner’s, consistent with the intended purpose, use or possession of the Works of the Contractor under this Agreement or any component or element thereof;
|
(b)
|
the use, consistent with the intended purpose, of any materials or equipment by the Contractor in the performance of the Works by the Contractor under this Agreement or the manner in which the same is used; and/or
|
(c)
|
the use, consistent with the intended purpose, of designs, drawings and specifications furnished to the Owner by the Contractor.
|
38.10
|
The Owner shall defend, protect and indemnify and hold the Contractor (including its assigns) harmless from and against any third party claims, demands, expenses, liabilities, losses, damages or proceedings (including legal costs on an indemnity basis) in connection with any infringement or alleged infringement of copyright, registered design, trademark rights or patent arising from, out of or in connection with:
|
(a)
|
the Owner's and/or the Contractor's, consistent with the intended purpose, use or possession of the Owner Background Intellectual Property, the Works and the Sub-Contract Works or any component or element thereof; and/or
|
(b)
|
the use, consistent with the intended purpose, of Project Information, designs, drawings and specifications furnished to the Contractor and/or the Sub-Contractor by the Owner.
|
38.11
|
The Contractor’s obligations pursuant to this Article 40 are limited solely to the Contractor’s Scope.
|
41.
|
NOTICES
|
39.
|
Every notice demand or other communication under this Agreement shall be sent by email confirmed in writing. Such notice shall be sent to the respective addresses set out below or to such other address as may be notified in writing for such purpose: -
|
39.1
|
Every notice demand or other communication sent by email shall be deemed to have been received:
|
39.1.1
|
if received during working hours, at the time of receipt; or
|
39.1.2
|
otherwise at the start of working hours on the next Business Day.
|
42.
|
HEALTH, SAFETY, ENVIRONMENT & QUALITY ASSURANCE
|
40.
|
The Contractor will perform the Works in compliance with, and shall cause its employees and subcontractors to comply, in all respects, with the provisions of Appendix 6 and all applicable safety and health laws, rules and regulations of governmental agencies having jurisdiction in the country where any of the Works is being performed. The Contractor is also responsible for providing and maintaining a safe and healthy work environment on its premises. The Contractor shall provide, at no additional cost to the Owner, all necessary safety induction of the Owner’s personnel at the Yard. The Owner shall, and shall ensure
|
40.1
|
The Contractor shall provide and keep readily available in good working order all safety appliances as well as those reasonably necessary in accordance with good industry practices for safe operation and prescribed by proper bodies and competent authorities.
|
40.2
|
The Contractor shall inform the Owner of any injury/damage to its personnel and/or equipment and to the Owner’s personnel and/or materials. The Owner shall inform the Contractor during the performance of the Works, or Sub-Contract Works at the Yard or the Project Site immediately of any situation that is potentially hazardous to workers.
|
40.3
|
The Owner’s personnel must possess applicable safety training certificates, and prior to performing work at the Yard, shall be required to have completed a safety induction course (referred to at the Yard as a Shipyard Safety Instruction Course (General Trade)).
|
40.4
|
The Owner shall provide each member of the Owner’s personnel at the Yard and Project Site with, or require them to have, appropriate Personal Protective Equipment (PPE) and shall ensure that they use them correctly while working in the Yard’s premises or facilities or the Project Site.
|
40.5
|
The Owner shall ensure that its employees and each member of the Owner's personnel at the Yard and Project Site comply with the health, safety and environmental requirements in this Agreement. The Contractor shall be entitled to bar any employee of the Owner or any member of the Owner’s personnel who fails to comply with such health, safety and security regulations and Applicable Laws from entry to the Yard’s premises.
|
40.6
|
The Contractor shall give all notices and otherwise fully comply with all laws, statutes, regulations, ordinances, rules, standards, orders or determinations of any governmental authority (including related determinations, interpretations, orders or opinions of any judicial or administrative authority) which has jurisdiction over the Contractor and the performance of this Agreement pertaining to the protection or conservation of the air, land, human health, industrial hygiene or other aspects of the environment which are directly applicable to the performance of this Agreement.
|
40.7
|
The Contractor represents and warrants to the Owner that in the performance of the Works, the operations will not contain or otherwise have incorporated into them any chemical, material or other substance defined as or included in the definition of “hazardous substance”, “hazardous material”, “hazardous chemical”, “hazardous chemical substance”, “hazardous waste” or “toxic substance” or words of similar meaning and regulatory effect, as such terms are defined under any environmental laws, any broader definition of such terms that are used by a state or locality that has jurisdiction over the performance of this Agreement or any interpretation by administrative or judicial authorities, or any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to human health and safety, such definitions, representations and warranties shall exclude however hydrocarbons, discharged water and production related chemicals.
|
40.8
|
This Agreement shall be carried out under “Quality Assurance” conditions and in accordance with the Specifications. The Quality Plan shall be submitted to the Owner. Without prejudice to the Contractor’s obligations hereunder, the Owner reserves the right to confirm to the Contractor in writing its agreement to the above documentation within thirty (30) Days of submission. If the Owner does not respond within the prescribed time, the documentation submitted shall be deemed accepted by the Owner.
|
40.9
|
The Owner shall indemnify in full, defend and hold the Contractor harmless from and against any and all claims, losses, liability, damages, costs, expenses, demands or proceedings whatsoever and howsoever arising due to and as a result or consequence of asbestos or radioactive or other hazardous waste (or the discharge thereof) from the Vessel and the legal costs in connection therewith (on an indemnity basis) including but not limited to illness, death or personal injury of any person (including, but not limited to, members of the Contractor’s Group).
|
43.
|
GENERAL
|
41.
|
Change in Control
Any change in control in the Owner (save where the control of the Owner passes to an Affiliate of the Owner) shall be permitted only with the prior written consent of the Contractor, such consent not to be unreasonably withheld or delayed. A change in control in the Owner is deemed to occur when a person or persons acting in concert acquire(s) direct or indirect control of (i) over fifty percent (50%) of the total voting rights conferred by all the issued shares in the capital of the Owner which are exercisable in the general meeting of shareholders or (ii) the majority composition of the board of directors of the Owner.
|
41.1
|
Severability
If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions of this Agreement shall continue in force and shall not in any way be affected or impaired.
|
41.2
|
Headings
Headings are used only for reference and for convenience and do not define, limit or describe the scope of intent of any Article and shall be ignored for purposes of interpretation of this Agreement.
|
41.3
|
Independent Contractor
In the performance of this Agreement, the Contractor is and shall remain an independent contractor. Neither the Contractor nor any one employed by the Contractor shall be deemed for any purpose to be the employee, agent, servant, borrowed servant or representative of the Owner in the performance of the Works.
|
41.4
|
Assignment
Neither Party shall assign this Agreement or any part thereof without the prior written consent of the other Party except that the Owner may assign the Agreement to:
|
(a)
|
Its Affiliate;
|
(b)
|
Its lender(s) or financier(s) for the project involving or involving, inter-alia, the Works;
|
(c)
|
Any other party with the prior written consent of the Contractor, not to be unreasonably withheld or delayed.
|
41.4.1
|
Third Party Rights
Nothing in this Agreement is intended to confer any benefit on or intended to be enforceable by or against any person who is not a party to this Agreement. Accordingly, no person other than the Parties may enforce this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.
|
41.5
|
Counterparts
This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by signing any such counterpart and each counterpart may be signed and executed by facsimile and shall be as valid and effectual as if executed as all original.
|
44.
|
TAXES & DUTIES
|
42.
|
The Contractor shall bear and pay all taxes and duties imposed in Singapore in connection with the execution and/or performance of the Works, excluding any taxes and duties imposed in Singapore upon the OFE.
|
42.1
|
The Owner shall bear and pay all taxes and duties imposed outside Singapore in connection with the execution and/or performance of this Agreement, except taxes and duties imposed upon those items to be procured by the Contractor for the performance of the Works at the Contractor’s Yard.
|
45.
|
INTERPRETATION
|
43.
|
This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of England.
|
43.1.1
|
This Agreement contains the entire agreement and understanding between the Parties and supersedes all prior negotiations, representations, letters of intent, term sheets, undertakings and agreements on any subject matter of this Agreement. Any and all previous agreements and/or arrangements between the Parties shall be superseded and become null and void unless incorporated into this Agreement either by specific reference there to or by attachment to this Agreement as an Appendix hereto.
|
43.2
|
All provisions or requirements contained in the Specifications and the Articles of this Agreement are intended to amplify, explain and complement each other. In the event of any conflict or inconsistency between these documents, the Articles shall take precedence over the Specifications.
|
46.
|
DISPUTE RESOLUTION
|
44.
|
In the event of any dispute arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, the same shall be brought to the attention of each Party’s executive management who shall attempt to resolve such dispute.
|
44.1
|
If such dispute cannot be mutually resolved by the Parties, the Parties agree that legal proceedings may be brought in the courts of England to resolve such dispute and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts.
|
44.2
|
With regard to any dispute or difference related to technical matters affecting the Vessel, such may be resolved and determined by the Classification Society if so and to the extent agreed by the Parties in writing whereupon the Parties agree to be bound by the decision of the Classification Society and such decision shall be final and binding upon the Parties.
|
44.3
|
The Contractor irrevocably appoints as its agent for service of proceedings issued by the Owner in the courts of England: Nausch, Hogan & Murray (U.K.), 11-13 Crosswall London, EC3N 2JY, United Kingdom.
|
44.4
|
The Owner irrevocably appoints as its agent for service of proceedings issued by the Contractor in the courts of England: Golar Management, 13
th
Floor, One America Square, 17 Crosswall, London EC3N 2LB.
|
44.5
|
The Owner irrevocably consents to be joined in any proceedings between the Contractor and the Sub-Contractor which may be relevant to, arise out of, or has or may have any consequence upon the rights or obligations of the Contractor under, pursuant to or in connection with this Agreement.
|
47.
|
SECURITIES
|
45.
|
Subject to Article 47.2 below and upon receipt of the Contractor’s notification pursuant to Article 4.1, as security for the performance of the Owner’s obligations under this Agreement the Owner shall execute and deliver to the Contractor within the time specified in Article 4.3, at the Owner’s own cost and expense, a first ranking ship mortgage on the Vessel in favour of the Contractor, in the form set out in Appendix 10 (Form of Vessel Mortgage) governed by the laws of the Marshall Islands, and which shall constitute a valid first preferred maritime lien on the Vessel under the laws of the Marshall Islands in which the Vessel is registered. Such mortgage shall remain effective, valid, unencumbered and existing until the date of Vessel Leaving The Yard, after which the provisions of Article 47.2 below shall apply.
|
45.1
|
Upon Vessel Leaving The Yard, the ship mortgage granted by the Owner to the Contractor under Article 47.1 above shall be released and discharged, and the Owner shall execute and deliver, at its own cost and expense, a bank guarantee in the form set out in Appendix 10 (Form of Bank Guarantee) from the Singapore branch of an international bank with a rating not less than AA based on Standard & Poor’s credit rating reasonably acceptable to the Contractor. Such bank guarantee shall be effective from the date of Vessel Leaving The Yard until the satisfaction of all of the Owner’s payment obligations under this Agreement. For
|
45.2
|
As security for the performance of the Contractor’s obligations under this Agreement, the Contractor agrees and undertakes to deliver to the Owner a duly and validly executed Parent Company Guarantee in the form of Appendix 10 from Keppel Offshore & Marine Ltd within 14 Days from the Date of Agreement.
|
48.
|
COMPLIANCE WITH ANTI-BRIBERY LAWS AND SANCTIONS
|
46.
|
For purposes of this Article 48 the following term shall have the following meaning:
|
46.1
|
The Contractor represents and warrants that, in connection with this Agreement and the Works:
|
46.1.1
|
it is knowledgeable about Anti-Bribery Laws applicable to the performance of this Agreement and shall comply with all such Anti-Bribery Laws; and
|
46.1.2
|
neither it nor, to the best of its knowledge and belief, any other member of the Contractor’s Group have made, offered or authorised or will make, offer or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any Government Official or any person where such payment, gift, promise or other advantage would (i) compromise a facilitation payment; and/or (ii) violate the Anti-Bribery Laws.
|
46.2
|
The Contractor undertakes to immediately notify the Owner if, in connection with this Agreement or the Works, it receives or becomes aware of any request from a Government Official or any person for any payment, gift, promise or other advantage of the type mentioned in Article 48.2.2.
|
46.3
|
The Owner confirms that its appointment of the Contractor was expressly made on the basis that Anti-Bribery Laws would not be violated. The Contractor acknowledges that the contents of this Agreement may be disclosed by the Owner to governmental authorities (or their duly-authorised agents) for the purpose of demonstrating compliance with this Article 48.
|
46.4
|
The Contractor shall indemnify, defend and hold harmless the Owner’s Group from and against, any and all losses, damages, claims, expenses (including legal costs), fines and penalties incurred by the Owner’s Group arising out of the Contractor’s representations in
|
46.5
|
Failure to comply with any obligation under this Article 48 will be regarded as due cause for the Owner to give notice to terminate this Agreement in accordance with Article 32.1(g) (Contractor’s default).
|
46.6
|
The Contractor and all other members of the Contractor’s Group subject to the Anti-Bribery Laws shall maintain adequate internal controls and procedures to assure compliance with Anti-Bribery Laws, including procedures to ensure that all transactions in connection with the Works are accurately recorded and reported in its books and records to truly reflect the activities to which they pertain, such as the purpose of each transaction and to whom it was made or from whom it was received.
|
46.7
|
The Contractor shall maintain, either physically, by electronic media or on microfilm, all records and information related to this Agreement and/or any work statement in connection therewith for a period of five (5) years after the later of: (i) the end of the Warranty Period; or (ii) in the event of termination, the date of termination.
|
46.8
|
In the event an Authority undertakes a lawful investigation of the Owner’s violation of obligations under the Anti-Bribery Laws the Owner shall have the right to employ, at the Owner’s expense, an unaffiliated third party to audit all information, rates and costs and expenses related to this Agreement in connection therewith at any time during and within five (5) years after the later of: (i) the end of the Warranty Period; or (ii) in the event of termination, the date of termination. Subject to the consent of the relevant Authority or Authorities, the Contractor shall be provided with a complete copy of the audit upon its completion and prior to its submission to the Owner solely for the purpose of ensuring that none of the Contractor’s pricing, mark-up and profit margins are disclosed. The third party authorised by the Owner may have access at all reasonable times to any place where the records are being maintained and the Contractor shall afford every reasonable facility for this right of access. The third party authorised by the Owner shall have the right to reproduce and retain copies of any of the aforesaid records or information subject to an obligation of confidentiality consistent with the one in this Agreement, and subject further to the exclusion of any documents to the extent they show the Contractors pricing, mark-up and profit margins, except to the extent necessary to disclose alleged violations of the Anti-Bribery Laws, comply with Applicable Laws or the instructions of the Authorities. The Contractor shall implement all agreed recommendations arising from audits within a time mutually agreed with the Owner.
|
46.9
|
Upon the Owner’s request the Contractor will, as soon as reasonably practical, provide the person authorised by the Owner with all records relating to the Contractor and/or, to the extent reasonably available, any work statement in connection therewith which are created or kept by any other member of the Contractor’s Group.
|
46.10
|
The Contractor shall not, and shall not knowingly permit or authorise any member of the Contractor’s Group to, directly or indirectly, procure any equipment or any enter into any arrangement or do anything in connection with this Agreement or the Works with, or for the benefit of, any Restricted Party or undertake the Works in a manner, or do or omit to do
|
•
|
Conversion Scope
|
•
|
Conversion scope
|
•
|
Annex 1: Re-measurable
|
•
|
Annex 2: Broken Down Repair Costs
|
Owner
|
Contractor
|
……………………………………
|
……………………………………
|
Name:
|
Name:
|
Title:
|
Title:
|
Owner
|
Contractor
|
……………………………………
|
……………………………………
|
Name:
|
Name:
|
Title:
|
Title:
|
Owner
|
Contractor
|
……………………………………
|
……………………………………
|
Name:
|
Name:
|
Title:
|
Title:
|
(1)
|
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.
and
GOLAR LNG NB12 CORPORATION
each of the address set out in Schedule 1 to the Facilities Agreement as Borrowers;
|
(2)
|
GOLAR LNG LIMITED
of the address set out in Schedule 1 to the Facilities Agreement as 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)
each of the address set out in Schedule 1 to the Facilities Agreement as Mandated Lead Arrangers;
|
(4)
|
THE FINANCIAL INSTITUTIONS
who have executed this Agreement, each of the address set out in Schedule 1 to the Facilities Agreement, as KEXIM Facility Lenders;
|
(5)
|
THE FINANCIAL INSTITUTIONS
who have executed this Agreement, each of the address set out in Schedule 1 to the Facilities Agreement, as K-Sure Facility Lenders;
|
(6)
|
THE FINANCIAL INSTITUTIONS
who have executed this Agreement, each of the address set out in Schedule 1 to the Facilities Agreement, as Commercial Facility Lenders;
|
(7)
|
THE FINANCIAL INSTITUTIONS
who have executed this Agreement, each of the address set out in Schedule 1 to the Facilities Agreement, as Hedging Providers;
|
(8)
|
CITIBANK, N.A. LONDON BRANCH
of the address set out in Schedule 1 to the Facilities Agreement as Global Co-ordinator;
|
(9)
|
CITIBANK, N.A. LONDON BRANCH
of the address set out in Schedule 1 to the Facilities Agreement as Sole Bookrunner;
|
(10)
|
SWEDBANK AB (publ)
of the address set out in Schedule 1 to the Facilities Agreement as Agent;
|
(11)
|
CITIBANK, N.A. LONDON BRANCH
of the address set out in Schedule 1 to the Facilities Agreement as K-Sure Agent;
|
(12)
|
CITIBANK, N.A. LONDON BRANCH
of the address set out in Schedule 1 to the Facilities Agreement as Documentation Agent;
|
(13)
|
SWEDBANK AB (publ)
of the address set out in Schedule 1 to the Facilities Agreement as Security Agent; and
|
(14)
|
NORDEA BANK FINLAND PLC LONDON BRANCH
of the address set out in Schedule 1 to the Facilities Agreement as Account Bank.
|
(A)
|
This Supplemental Agreement is supplemental to an agreement (the
Principal Agreement
) dated 25 July 2013 and made between the same parties, whereby the Lenders agreed to make available to the Borrowers loan facilities of up to US$1,125,000,000 upon the terms and subject to the conditions therein contained.
|
(B)
|
The Borrowers have requested the Lenders to amend the Principal Agreement to the extent set out in this Supplemental Agreement.
|
1
|
Definitions
|
1.1
|
Defined expressions
|
1.2
|
Definitions
|
1.3
|
Principal Agreement
|
1.4
|
Construction
|
2
|
Agreement of the Lenders and Agent
|
2.1
|
Agreement
|
3
|
Amendments to Principal Agreement
|
3.1
|
Amendments
|
3.2
|
Continued force and effect
|
4
|
Representations and warranties
|
(a)
|
it is duly incorporated as a limited liability company or corporation (as the case may be) and has power to carry on its business as it is now being conducted and to own its property and other assets; and
|
(b)
|
it has power to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same.
|
5
|
Conditions
|
5.1
|
Documents and evidence
|
5.2
|
General conditions precedent
|
(a)
|
the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
|
(b)
|
no Default having occurred and continuing at the time of the Effective Date.
|
5.3
|
Waiver of conditions precedent
|
6
|
Finance Documents
|
(c)
|
each of the other Finance Documents to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement by this Agreement; and
|
(d)
|
with effect from the Effective Date, references to the “Facilities Agreement” in any of the other Finance Documents to which it is a party shall henceforth be reference to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended.
|
7
|
Costs and expenses
|
8
|
Miscellaneous and notices
|
8.1
|
Notices
|
8.2
|
Counterparts
|
9
|
Applicable law
|
9.1
|
Governing law
|
9.2
|
Jurisdiction of English courts
|
1
|
The conditions precedent set out in item 1 of Part 1 of Schedule 3 to the Facilities Agreement.
|
2
|
Evidence that any process agent referred to in clause 46.2 of the Facilities Agreement has accepted its appointment in relation to this Agreement.
|
3
|
Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 7 of this Agreement and clause 16 of the Facilities Agreement have been paid.
|
4
|
A copy, certified by an approved person to be a true and complete copy, of the Building Contract Amendment Document.
|
5
|
Confirmation from K-Sure that K-Sure accepts the terms of this agreement.
|
6
|
Such legal opinions as the Agent may reasonably require.
|
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:
|
26 September 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, an addendum No.3 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
16 October 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, an addendum No.3 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
15 December 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, an addendum No.1 dated 23 February 2012 and a letter agreement dated 26 September 2013)
|
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:
|
3 January 2014
|
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, an addendum No.3 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
25 January 2014
|
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, an addendum No.2 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
15 March 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, an addendum No.2 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
24 December 2014
|
Backstop Date:
|
24 March 2015
|
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, an addendum No.4 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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 and a letter agreement dated 26 September 2013) between the Builder and the Owner
|
Delivery Price:
|
$208,270,000
|
Contract Price:
|
$207,270,000
|
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)
|
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.
and
GOLAR LNG NB12 CORPORATION
each of the address set out in Schedule 1 to the Facilities Agreement as Borrowers;
|
(2)
|
GOLAR LNG LIMITED
of the address set out in Schedule 1 to the Facilities Agreement as Parent; and
|
(3)
|
SWEDBANK AB (publ)
of the address set out in Schedule 1 to the Facilities Agreement as Agent for and on behalf of the Finance Parties.
|
(A)
|
This Second Supplemental Agreement is supplemental to an agreement dated 25 July 2013 (as amended by a side letter dated 4 September 2013 and as further amended by a supplemental agreement dated 1 October 2013) and made between the same parties (the
Principal Agreement
), whereby the Lenders agreed to make available to the Borrowers loan facilities of up to US$1,125,000,000 upon the terms and subject to the conditions therein contained.
|
(B)
|
The Borrowers have requested the Lenders to amend the Principal Agreement to the extent set out in this Second Supplemental Agreement.
|
(C)
|
In accordance with clause 43 (Amendments and waivers) of the Principal Agreement, the relevant Finance Parties have consented to the amendments to certain provisions of the Principal Agreement as addressed in this Agreement. That consent is strictly subject to the occurrence of the Effective Date. Accordingly the Agent is authorised to execute this Agreement on behalf of the Finance Parties.
|
1
|
Definitions
|
1.1
|
Defined expressions
|
1.2
|
Definitions
|
1.3
|
Principal Agreement
|
1.4
|
Construction
|
2
|
Agreement of the Lenders and Agent
|
2.1
|
Agreement
|
3
|
Amendments to Principal Agreement
|
3.1
|
Amendments
|
i)
|
replacing sub paragraph (a) of the definition of “Final Repayment Date” in clause 1.1 of the Principal Agreement with the following:
|
“(a)
|
in respect of a Commercial Facility Advance, the earlier of: (i) the date 60 months after the Utilisation Date in respect of the Advance of which it forms part and (ii) 10 February 2020, 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”
|
ii)
|
deleting Schedule 2 (
Ship Information
) of the Principal Agreement and replacing it with Schedule 2 (
Ship Information
) attached in Schedule 2 to this Agreement (and the Principal Agreement (as so amended) will continue to be binding upon each of the parties hereto upon such terms as so amended).
|
3.2
|
Continued force and effect
|
4
|
Representations and warranties
|
(a)
|
it is duly incorporated as a limited liability company or corporation (as the case may be) and has power to carry on its business as it is now being conducted and to own its property and other assets; and
|
(b)
|
it has power to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same.
|
5
|
Conditions
|
5.1
|
Documents and evidence
|
5.2
|
General conditions precedent
|
(a)
|
the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
|
(b)
|
no Default having occurred and continuing at the time of the Effective Date.
|
5.3
|
Waiver of conditions precedent
|
6
|
Finance Documents
|
(c)
|
each of the other Finance Documents to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement by this Agreement; and
|
(d)
|
with effect from the Effective Date, references to the “Facilities Agreement” in any of the other Finance Documents to which it is a party shall henceforth be reference to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended.
|
7
|
Costs and expenses
|
8
|
Miscellaneous and notices
|
8.1
|
Notices
|
8.2
|
Counterparts
|
9
|
Applicable law
|
9.1
|
Governing law
|
9.2
|
Jurisdiction of English courts
|
1
|
The conditions precedent set out in item 1 of Part 1 of Schedule 3 to the Facilities Agreement.
|
2
|
Evidence that any process agent referred to in clause 46.2 of the Facilities Agreement has accepted its appointment in relation to this Agreement.
|
3
|
Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 7 of this Agreement and clause 16 of the Facilities Agreement have been paid.
|
4
|
A copy, certified by an approved person to be a true and complete copy, of the Building Contract Amendment Document.
|
5
|
Confirmation from K-Sure that K-Sure accepts the terms of this agreement.
|
6
|
Such legal opinions as the Agent may reasonably require.
|
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:
|
26 September 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, an addendum No.3 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
16 October 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, an addendum No.3 dated 29 March 2012 and a letter agreement dated 26 September 2013) 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:
|
15 December 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, an addendum No.1 dated 23 February 2012 and a letter agreement dated 26 September 2013)
|
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:
|
3 January 2014
|
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, an addendum No.3 dated 29 March 2012, a letter agreement dated 26 September 2013 and a memorandum of agreement dated 30 April 2014) 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:
|
14 September 2014
|
Backstop Date:
|
12 May 2015
|
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 29 March 2012, a letter agreement dated 26 September 2013 and a memorandum of agreement dated 30 April 2014) 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:
|
14 September 2014
|
Backstop Date:
|
12 May 2015
|
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 29 March 2012, a letter agreement dated 26 September 2013 and a memorandum of agreement dated 30 April 2014) 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:
|
24 December 2014
|
Backstop Date:
|
21 August 2015
|
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, an addendum No.4 dated 29 March 2012, a letter agreement dated 26 September 2013 and a memorandum of agreement dated 30 April 2014) 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 October 2014
|
Backstop Date:
|
12 June 2015
|
Date and description of Building Contract:
|
Shipbuilding contract dated 23 February 2012 (as supplemented by a supplemental agreement dated 23 February 2012, a letter agreement dated 26 September 2013 and a memorandum of agreement dated 30 April 2014) between the Builder and the Owner
|
Delivery Price:
|
$208,270,000
|
Contract Price:
|
$207,270,000
|
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)
|
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.
and
GOLAR LNG NB12 CORPORATION
each of the address set out in Schedule 1 to the Facilities Agreement as Borrowers;
|
(2)
|
GOLAR LNG LIMITED
of the address set out in Schedule 1 to the Facilities Agreement as Parent; and
|
(3)
|
SWEDBANK AB (publ)
of the address set out in Schedule 1 to the Facilities Agreement as Agent for and on behalf of the Finance Parties.
|
(A)
|
This Third Supplemental Agreement is supplemental to an agreement dated 25 July 2013 (as amended by a side letter dated 4 September 2013 and as further amended by a supplemental agreement dated 1 October 2013 and a second supplemental agreement dated 28 August 2014) and made between the same parties (the
Principal Agreement
), whereby the Lenders agreed to make available to the Borrowers loan facilities of up to US$1,125,000,000 upon the terms and subject to the conditions therein contained.
|
(B)
|
The Borrowers have requested the Lenders to amend the Principal Agreement to the extent set out in this Third Supplemental Agreement.
|
(C)
|
In accordance with clause 43 (
Amendments and waivers
) of the Principal Agreement, the relevant Finance Parties have consented to the amendments to certain provisions of the Principal Agreement as addressed in this Agreement. That consent is strictly subject to the occurrence of the Effective Date. Accordingly the Agent is authorised to execute this Agreement on behalf of the Finance Parties.
|
1
|
Definitions
|
1.1
|
Defined expressions
|
1.2
|
Definitions
|
1.3
|
Principal Agreement
|
1.4
|
Construction
|
2
|
Agreement of the Lenders and Agent
|
2.1
|
Agreement
|
3
|
Amendments to Principal Agreement
|
3.1
|
Amendments
|
i)
|
deleting the definition of Change of Control in clause 1.1 (
Definitions
) of the Principal Agreement and replacing it as follows:
|
(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 35 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)
|
Mr John Fredriksen and Mr Tor Olav Troim (or, in either case, any family trust or family company or shareholding structure of the relevant individual) cease to collectively own legally and/or beneficially at least 5 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.
|
ii)
|
deleting the numbers “$25,000,000” in clause 20.1.1 (
Free Liquid Assets
) of the Principal Agreement and replacing them with the numbers “$50,000,000”;
|
iii)
|
deleting the numbers “$2,000,000” in clause 20.1.1 (
Free Liquid Assets
) of the Principal Agreement and replacing them with the numbers “$3,000,000”; and
|
iv)
|
deleting the numbers “$250,000,000” in clause 20.1.3 (
Consolidated Tangible Net Worth
) of the Principal Agreement and replacing them with the numbers “$450,000,000”,
|
3.2
|
Continued force and effect
|
4
|
Representations and warranties
|
(a)
|
it is duly incorporated as a limited liability company or corporation (as the case may be) and has power to carry on its business as it is now being conducted and to own its property and other assets; and
|
(b)
|
it has power to execute, deliver and perform its obligations under this Agreement and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same.
|
5
|
Conditions
|
5.1
|
Documents and evidence
|
5.2
|
General conditions precedent
|
(a)
|
the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
|
(b)
|
no Default having occurred and continuing at the time of the Effective Date.
|
5.3
|
Waiver of conditions precedent
|
6
|
Finance Documents
|
(c)
|
each of the other Finance Documents to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Principal Agreement by this Agreement; and
|
(d)
|
with effect from the Effective Date, references to the “Facilities Agreement” in any of the other Finance Documents to which it is a party shall henceforth be reference to the Principal Agreement as amended by this Agreement and as from time to time hereafter amended.
|
7
|
Costs and expenses
|
8
|
Miscellaneous and notices
|
8.1
|
Notices
|
8.2
|
Counterparts
|
9
|
Applicable law
|
9.1
|
Governing law
|
9.2
|
Jurisdiction of English courts
|
1
|
The conditions precedent set out in item 1 of Part 1 of Schedule 3 to the Facilities Agreement.
|
2
|
Evidence that any process agent referred to in clause 46.2 of the Facilities Agreement has accepted its appointment in relation to this Agreement.
|
3
|
Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to clause 7 of this Agreement and clause 16 of the Facilities Agreement have been paid.
|
4
|
Confirmation from K-Sure that K-Sure accepts the terms of this agreement.
|
5
|
Such legal opinions as the Agent may reasonably require.
|
1.
|
Golar shall pay to the Partnership an aggregate fee equal to $22,000,000.00 in six equal monthly installments of $3,666,666.67 starting on January 31, 2015 and ending on June 30, 2015 for the right to use, charter and enjoy the vessel and its benefits without restriction;
|
2.
|
The Partnership shall pay to Golar any hire payments actually received by the Partnership or its subsidiaries with respect to the Vessel, pursuant to the Charter or otherwise, for services performed between January 1, 2015 and June 30, 2015; and
|
3.
|
If requested by Golar, the Partnership shall charter the Vessel to a party other than the Charterer for any length of time between the Closing Date and the earlier of (a) the Hire Commencement Date (as such term is defined in the Charter) and (b) June 30, 2015.
|
(1)
|
GOLAR LNG LIMITED
, a company incorporated in Bermuda whose registered office is at 14 Par La Ville Place, Par La Ville Road, Hamilton, Bermuda (the “
Lender
”); and
|
(2)
|
GOLAR LNG PARTNERS LP
, a limited partnership formed in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “
Borrower)
”.
|
1
|
INTERPRETATION
|
1.1
|
Definitions.
In this Agreement:
|
1.2
|
Clause references.
References in this Agreement to Clauses are, unless otherwise specified, references to clauses of this Agreement.
|
1.3
|
References to persons.
References to “
person
” or “
persons
” or to words importing persons include, without limitation, individuals, firms, corporations, government agencies, committees, departments, authorities and other bodies, incorporated or unincorporated, whether having distinct legal personality or not.
|
2
|
LOAN
|
2.1
|
Amount of Loan.
The Lender has made a loan to the Borrower in the amount of US$220,000,000 (the “
Original Loan
”) on the date hereof under the terms and conditions contained herein.
|
2.2
|
Purpose of Loan.
The Borrower shall use the Loan to finance the purchase by it of all of the shares in Golar Hull M2024 Corp. and Golar Eskimo Corp. and for general working capital requirements.
|
3
|
INTEREST AND DEFAULT INTEREST
|
3.1
|
Interest.
The Loan shall accrue interest at the Loan Interest Rate, and, subject to Clause 4.7, interest shall be payable in arrears on each Quarterly Payment Date from the date hereof until and including the Repayment Date.
|
3.2
|
Default rate of interest.
Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the Loan Interest Rate plus 2.0% per annum.
|
3.3
|
Payment of accrued default interest.
Subject to the other provisions of this Agreement, any interest due under Clause 3.2 shall be payable on demand.
|
3.4
|
Compounding of interest.
Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.
|
4
|
REPAYMENT, PREPAYMENT AND CANCELLATION
|
4.1
|
Repayment of Loan.
Subject to Clause 4.7, the Borrower shall repay the Loan in full together with any other sums owing by the Borrower to the Lender under, or in respect of, this Agreement on the date falling 2 years after the date hereof.
|
4.2
|
Voluntary prepayment.
The Borrower may prepay the whole or part only of the Loan on giving at least 10 days’ prior written notice to the Lender.
|
4.3
|
Effect of notice of prepayment.
A prepayment notice may not be withdrawn or amended without the consent of the Lender and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.
|
4.4
|
Amounts payable on prepayment.
A prepayment shall be made together with any interest accrued and unpaid in respect of the principal amount prepaid.
|
4.5
|
No reborrowing.
No amount prepaid may be reborrowed.
|
4.6
|
Prepayment Incentive Fee.
If the Borrower shall prepay the Loan in full:
|
(i)
|
on or prior to 31 July 2015, the Lender shall pay to the Borrower a fee equal to 1.00% of the Original Loan within 2 Business Days after the date on which the Loan is paid in full; or
|
(ii)
|
after 31 July 2015 and on or prior to 31 January 2016, the Lender shall pay to the Borrower a fee equal to 0.50% of the Original Loan within 2 Business Days after the date on which the Loan is paid in full.
|
4.7
|
Subordination.
Notwithstanding anything to the contrary contained in this Agreement (including under Clause 3 or 4 hereof), the Borrower shall not be required to make, and shall not make, any payment of principal, interest or any other amount under this loan, if a default or event of default (as defined in any Senior Facility) shall have occurred and be continuing.
|
5.1
|
Borrower’s representations and warranties.
The Borrower represents and warrants to the Lender that the following statements are, at the date hereof, true and accurate:
|
(a)
|
it is duly formed with limited liability under the laws of the Republic of the Marshall Islands and has full power and authority to enter into and perform its obligations under this Agreement;
|
(b)
|
the execution, delivery and performance of this Agreement:
|
(i)
|
have been duly authorised by all necessary partnership action on its part; and
|
(ii)
|
do not contravene any applicable law, regulation or order binding on it or any of its assets or its constitutional documents;
|
(c)
|
the execution, delivery and performance by it of this Agreement does not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any relevant governmental authority or agency, except such as have been obtained and are in full force and effect; and
|
(d)
|
this Agreement constitutes its legal, valid and binding obligations.
|
5.2
|
Survival of representations and warranties.
The representations and warranties given in this Clause 5 shall survive the execution of this Agreement.
|
6
|
UNDERTAKINGS
|
6.1
|
General.
The Borrower undertakes with the Lender to comply with the following provisions of this Clause 6 at all times whilst it has any outstanding obligations or liabilities under this Agreement, except as the Lender may otherwise permit.
|
6.2
|
Notification of Event of Default.
The Borrower will promptly inform the Lender of any event which constitutes or may constitute an Event of Default or which could reasonably be expected to adversely affect the Borrower’s ability to perform its obligations under this Agreement.
|
6.3
|
Information.
The Borrower will deliver to the Lender such financial or other information in respect of its business and financial status as the Lender may reasonably require including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.
|
6.4
|
Financial covenants.
The Borrower will comply with the provisions of clauses 20.2 and 20.3 of the Facilities Agreement (as may be amended from time to time) as if those provisions and the relevant definitions contained in clause 1.1 of the Facilities Agreement (as may be amended from time to time) were set out herein in full, except references to “the Lenders”, “the Agent” shall be to “the Lender”.
|
7
|
PAYMENTS AND CALCULATIONS
|
7.1
|
Currency and method of payments
All payments to be made by the Borrower to the Lender under this Agreement shall be made to the Lender:
|
(a)
|
by not later than 11.00 a.m. (New York City time) on the due date;
|
(b)
|
in same day Dollar funds; and
|
(c)
|
to such account of the Lender as the Lender may from time to time notify to the Borrower.
|
7.2
|
Payment on non-Business Day.
If any payment by the Borrower under this Agreement would otherwise fall due on a day which is not a Business Day:
|
(a)
|
the due date shall be extended to the next succeeding Business Day; or
|
(b)
|
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day.
|
7.3
|
Basis for calculation of periodic payments.
Interest and default interest shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
|
8
|
EVENTS OF DEFAULT
|
8.1
|
Events of Default.
An Event of Default occurs if:
|
(c)
|
the Borrower fails to pay when due any sum payable under this Agreement unless such failure is due to a technical breakdown or communication error in which case the Borrower shall rectify such non-payment within 3 Business Days of it having been notified of the missed payment by the Lender; or
|
(d)
|
any breach by the Borrower occurs of any provision of this Agreement (other than a breach covered by paragraph (a)) which continues unremedied 10 Business Days after receipt by the Borrower of a written request from the Lender that the breach be remedied; or
|
(e)
|
any information given by the Borrower to the Lender in relation to this Agreement proves to be misleading or materially inaccurate or incorrect when made; or
|
(f)
|
any other loan, guarantee or other obligation of the Borrower exceeding $10,000,000 is declared (or is capable of being declared) by the relevant creditor or creditors due prematurely due to a default, to non-payment or any security in respect thereof becomes enforceable; or
|
(g)
|
a lien, arrest, distress or similar event is levied upon or against any substantial part of the assets of the Borrower which is not discharged or disputed in good faith within 10 Business Days after the Borrower has become aware of the same; or
|
(h)
|
a substantial part of the Borrower’s business or assets is destroyed, abandoned, seized, appropriated or forfeited for any reason; or
|
(i)
|
any order shall be made by any competent court or resolution passed by the Borrower for the appointment of a liquidator, administrator or receiver of, or for the winding-up of, the Borrower; or
|
(j)
|
an encumbrancer takes possession of or a receiver is appointed of the whole or, in the opinion of the Lender, any material part of the assets of the Borrower or a distress, execution or other process is levied or enforced upon or sued out against the whole or, in the opinion of the Lender, a material part of the assets of the Borrower; or
|
(k)
|
the Borrower shall stop payment or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent, or shall enter into any composition or other arrangement with its creditors generally; or
|
(l)
|
any event shall occur which under the law of any jurisdiction to which the Borrower is subject has an effect equivalent or similar to any of the events referred to in Clause 8.1(g), (h) or (i); or
|
(m)
|
the Borrower ceases or suspends or threatens to cease or suspend the carrying on of its business or a part of its business or disposes of or threatens to dispose of a substantial part of its business or assets which, in the opinion of the Lender, is material in the context of this Agreement; or
|
(n)
|
it becomes unlawful for the Borrower to fulfil its obligations under this Agreement; or
|
(o)
|
Golar GP LLC ceases to be the General Partner of the Borrower; or
|
(p)
|
the constitutional documents of the Borrower are amended or varied in any way which is, in the reasonable opinion of the Lender, adverse to its interests in connection with this Agreement.
|
8.2
|
Actions following an Event of Default.
On, or at any time after, the occurrence of an Event of Default the Lender may:
|
(b)
|
serve on the Borrower a notice stating that all obligations of the Lender to the Borrower under this Agreement are cancelled; and/or
|
(c)
|
serve on the Borrower a notice stating that the Loan, any accrued interest and default interest, and all other amounts owing under this Agreement, are immediately due and payable or are due and payable on demand; and/or
|
(d)
|
take any other action which, as a result of the Event of Default or any notice served under paragraph (a) or (b), the Lender is entitled to take under this Agreement or any applicable law.
|
8.3
|
Termination of obligations.
On the service of a notice under Clause 8.2(a), all the obligations of the Lender to the Borrower under this Agreement shall terminate.
|
8.4
|
Acceleration of Loan.
On (i) the occurrence of an Event of Default under Clause 8.2(g), (h), (i) or (j) or (ii) with respect to any other Event of Default, service of a notice under Clause 8.2(b), the Loan and all other amounts accrued or owing from the Borrower under this Agreement shall become immediately due and payable or, as the case may be, payable on demand.
|
9
|
COSTS
|
9.1
|
Costs.
The Borrower shall pay all reasonable costs incurred by the Lender in connection with the preparation of this Agreement and any and all other costs incurred by the Lender in connection with the Loan provided pursuant to this Agreement.
|
10
|
INDEMNITIES
|
10.1
|
Indemnities regarding the borrowing and repayment of Loan.
The Borrower shall fully indemnify the Lender on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Lender, or which the Lender reasonably and with due diligence estimates that it will incur, as a result of or in connection with:
|
(a)
|
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the Repayment Date or other relevant date;
|
(b)
|
any failure (for whatever reason) by the Borrower to make payment of any amount due under this Agreement on the due date or, if so payable, on demand; and
|
(c)
|
the occurrence of an Event of Default and/or the acceleration of repayment of the Loan under Clause 8,
|
10.2
|
Breakage costs.
Without limiting its generality, Clause 10.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by the Lender in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of the Loan and/or any overdue amount (or an aggregate amount which includes the Loan or any overdue amount).
|
11
|
NO SET-OFF OR TAX DEDUCTION
|
11.1
|
No deductions.
All amounts due from the Borrower under this Agreement shall be paid:
|
(a)
|
without any form of set‑off, cross-claim or condition; and
|
(b)
|
free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.
|
11.2
|
Grossing-up for taxes.
If the Borrower is required by law to make a tax deduction from any payment:
|
(a)
|
the Borrower shall notify the Lender as soon as it becomes aware of the requirement;
|
(b)
|
the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and
|
(c)
|
the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Lender receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.
|
11.3
|
Exclusion of tax on overall net income.
In this Clause 11 “
tax deduction
” means any deduction or withholding for or on account of any present or future tax except tax on the Lender's overall net income.
|
12
|
ILLEGALITY
|
12.1
|
Illegality.
This Clause 12 applies if the Lender notifies the Borrower that it has become, or will with effect from a specified date, become:
|
(d)
|
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
|
(e)
|
contrary to, or inconsistent with, any regulation,
|
12.2
|
Notification and effect of illegality.
On the Lender notifying the Borrower under Clause 12.1, thereupon or, if later, on the date specified in the Lender's notice under Clause 12.1 as the date on which the notified event would become effective the Borrower shall prepay the Loan in full.
|
12.3
|
Mitigation
. If circumstances arise which would result in a notification under Clause 12.1 then, without in any way limiting the rights of the Lender under Clause 12.2, the Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement to a subsidiary not affected by the circumstances but the Lender shall not be under any obligation to take any such action if, in its opinion, to do so would or might:
|
(a)
|
have an adverse effect on its business, operations or financial condition; or
|
(b)
|
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
|
(c)
|
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
|
13
|
TRANSFERS
|
13.1
|
No Transfers.
Neither party may, without the consent of the other party, transfer any of its rights, liabilities or obligations under this Agreement.
|
14
|
NOTICES
|
14.1
|
General.
Unless otherwise specifically provided, any notice under or in connection with this Agreement shall be given by letter or fax and shall be effective upon receipt; and references in this Agreement to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
|
14.2
|
Addresses for communications.
A notice by letter or fax shall be sent:
|
(a)
|
to the Lender:
|
(b)
|
to the Borrower:
|
15
|
SUPPLEMENTAL
|
15.1
|
Rights cumulative.
The rights and remedies which this Agreement gives to the Lender are:
|
(c)
|
cumulative;
|
(d)
|
may be exercised as often as appears expedient; and
|
(e)
|
shall not, unless explicitly and specifically stated so, be taken to exclude or limit any right or remedy conferred by any law.
|
15.2
|
Severability.
If any provision of this Agreement is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Agreement.
|
15.3
|
Third party rights.
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
|
16
|
LAW AND JURISDICTION
|
16.1
|
English law.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.
|
16.2
|
Exclusive English jurisdiction.
Subject to Clause 16.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.
|
16.3
|
Choice of forum for the exclusive benefit of the Lender.
Clause 16.2 is for the exclusive benefit of the Lender, which reserves the rights:
|
(a)
|
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
|
(b)
|
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
|
16.4
|
Process agent.
The Borrower irrevocably appoints Golar Management Ltd at its registered office for the time being, presently at 13
th
Floor, One America Square, 17 Crosswall, London EC3N 2LB, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.
|
16.5
|
Lender’s rights unaffected.
Nothing in this Clause 16 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
|
16.6
|
Meaning of “proceedings”.
In this Clause 16, “
proceedings
” means proceedings of any kind, including an application for a provisional or protective measure and a “
Dispute
” means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement).
|
(1)
|
GOLAR LNG LIMITED
, a company incorporated in Bermuda whose registered office is at 14 Par La Ville Place, Par La Ville Road, Hamilton, Bermuda (the “
Lender
”); and
|
(2)
|
GOLAR LNG PARTNERS L.P.
, a limited partnership formed in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “
Borrower)
”.
|
1
|
INTERPRETATION
|
1.1
|
Definitions.
In this Agreement:
|
1.2
|
Clause references.
References in this Agreement to Clauses are, unless otherwise specified, references to clauses of this Agreement.
|
1.3
|
References to persons.
References to “
person
” or “
persons
” or to words importing persons include, without limitation, individuals, firms, corporations, government agencies,
|
2
|
FACILITY
|
2.1
|
Amount of facility.
Subject to the other provisions of this Agreement, the Lender shall make a revolving credit facility not exceeding $20,000,000 available to the Borrower.
|
2.2
|
Purpose of facility.
The Borrower undertakes to use each Advance to finance its general working capital requirements.
|
3
|
DRAWDOWN
|
3.1
|
Request for Advance.
Subject to the following conditions, the Borrower may request an Advance to be made by ensuring that the Lender receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Day prior to the intended Drawdown Date.
|
3.2
|
Availability.
The conditions referred to in Clause 3.1 are that:
|
(a)
|
a Drawdown Date has to be a Business Day during the Availability Period;
|
(b)
|
the amount of an Advance shall be at least $5,000,000 and shall not exceed the Available Commitment; and
|
(c)
|
the aggregate amount of the Advances shall not exceed the Commitment.
|
3.3
|
Drawdown Notice irrevocable.
A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender.
|
3.4
|
Disbursement of Advance.
Subject to the provisions of this Agreement, the Lender shall on each Drawdown Date make each Advance to the Borrower; and payment to the Borrower shall be made to the account which the Borrower specifies in the Drawdown Notice.
|
4
|
DEFAULT INTEREST
|
4.1
|
Payment of default interest on overdue amounts.
The Borrower shall pay interest in accordance with the following provisions of this Clause 4 on any amount payable by the Borrower under this Agreement which the Lender does not receive on or before the Termination Date or, if payable on demand, the date on which the demand is served or, if immediately due and payable under this Agreement, the date on which it became immediately due and payable.
|
4.2
|
Default rate of interest.
Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate of 2 per cent. per annum.
|
4.3
|
Payment of accrued default interest.
Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined.
|
4.4
|
Compounding of default interest.
Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.
|
5
|
REPAYMENT, PREPAYMENT AND CANCELLATION
|
5.1
|
Repayment Date for each Advance.
Each Advance shall be repaid in full on the Repayment Date applicable to it.
|
5.2
|
Deemed repayment.
In respect of an Advance, if no repayment is made on the Repayment Date for that Advance then the Advance shall be deemed to have been repaid by a further Advance in the same amount which shall be deemed to have been drawn down on the Repayment Date for the original Advance. For the avoidance of doubt, this Clause only applies in respect of amounts due on Repayment Dates and not in respect of amounts due on the Termination Date.
|
5.3
|
Additional payments on Termination Date.
On the Termination Date, the Borrower shall repay any Advance then outstanding in full and shall additionally pay to the Lender all other sums, if any, then owing or accrued under this Agreement.
|
5.4
|
Voluntary prepayment.
The Borrower may prepay the whole (but not part only) of an Advance on giving at least 10 days’ prior written notice to the Lender.
|
5.5
|
Effect of notice of prepayment.
A prepayment notice may not be withdrawn or amended without the consent of the Lender and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.
|
5.6
|
Amounts payable on prepayment.
A prepayment shall be made together with any amount payable under Clause 12 or otherwise under this Agreement in respect of the amount prepaid.
|
5.7
|
Reborrowing permitted.
Subject to the terms of this Agreement, any amount repaid or prepaid may be reborrowed.
|
5.8
|
Effect of notice of cancellation.
The service of a cancellation notice shall cause the amount of the Commitment specified in the notice to be permanently cancelled.
|
6.1
|
Conditions.
The Lender’s obligation to make an Advance is subject to the following conditions precedent:
|
(a)
|
that, on or before the service of the first Drawdown Notice, the IPO shall have taken place; and
|
(b)
|
that, on the Drawdown Date, but prior to the making of the Advance, no Event of Default has occurred and is continuing or would result from the borrowing of the Advance.
|
7.1
|
Borrower’s representations and warranties.
The Borrower represents and warrants to the Lender that the following statements are, at the date hereof, true and accurate:
|
(a)
|
it is duly formed with limited liability under the laws of the Republic of the Marshall Islands and has full power and authority to enter into and perform its obligations under this Agreement;
|
(b)
|
the execution, delivery and performance of this Agreement:
|
(i)
|
have been duly authorised by all necessary corporate action on its part; and
|
(ii)
|
do not contravene any applicable law, regulation or order binding on it or any of its assets or its constitutional documents;
|
(c)
|
neither the execution, delivery and performance by it of this Agreement require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any relevant governmental authority or agency, except such as have been obtained and are in full force and effect; and
|
(d)
|
this Agreement constitutes its legal, valid and binding obligations.
|
7.2
|
Survival of representations and warranties.
The representations and warranties given in this Clause 7 shall survive the execution of this Agreement.
|
8
|
UNDERTAKINGS
|
8.1
|
General.
The Borrower undertakes with the Lender to comply with the following provisions of this Clause 8 at all times whilst it has any outstanding obligations or liabilities under this Agreement, except as the Lender may otherwise permit.
|
8.2
|
Notification of Event of Default.
The Borrower will promptly inform the Lender of any event which constitutes or may constitute an Event of Default or which may adversely affect the Borrower’s ability to perform its obligations under this Agreement.
|
8.3
|
Information.
The Borrower will deliver to the Lender such financial or other information in respect of its business and financial status as the Lender may reasonably require including, but not limited to, copies of its unaudited quarterly financial statements and of its audited annual financial statements.
|
9
|
PAYMENTS AND CALCULATIONS
|
9.1
|
Currency and method of payments
All payments to be made by the Borrower to the Lender under this Agreement shall be made to the Lender:
|
(a)
|
by not later than 11.00 a.m. (New York City time) on the due date;
|
(b)
|
in same day Dollar funds; and
|
(c)
|
to such account of the Lender as the Lender may from time to time notify to the Borrower.
|
9.2
|
Payment on non-Business Day.
If any payment by the Borrower under this Agreement would otherwise fall due on a day which is not a Business Day:
|
(a)
|
the due date shall be extended to the next succeeding Business Day; or
|
(b)
|
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day.
|
9.3
|
Basis for calculation of periodic payments.
Default interest shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
|
10
|
EVENTS OF DEFAULT
|
10.1
|
Events of Default.
An Event of Default occurs if:
|
(c)
|
the Borrower fails to pay when due any sum payable under this Agreement unless such failure is due to a technical breakdown or communication error in which case the Borrower shall rectify such non-payment within 3 Business Days of it having been notified of the missed payment by the Lender; or
|
(d)
|
any breach by the Borrower occurs of any provision of this Agreement (other than a breach covered by paragraph (a)) which, in the opinion of the Lender, is capable of remedy and which continues unremedied 10 Business Days after receipt by the Borrower of a written request from the Lender that the breach be remedied; or
|
(e)
|
any information given by the Borrower to the Lender in relation to this Agreement proves to be misleading or materially inaccurate or incorrect when made; or
|
(f)
|
any other loan, guarantee or other obligation of the Borrower exceeding $10,000,000 is declared (or is capable of being declared) by the relevant creditor or creditors due prematurely due to a default, to non-payment or any security in respect thereof becomes enforceable; or
|
(g)
|
a lien, arrest, distress or similar event is levied upon or against any substantial part of the assets of the Borrower which is not discharged or disputed in good faith within 10 Business Days after the Borrower has become aware of the same; or
|
(h)
|
a substantial part of the Borrower’s business or assets is destroyed, abandoned, seized, appropriated or forfeited for any reason; or
|
(i)
|
any order shall be made by any competent court or resolution passed by the Borrower for the appointment of a liquidator, administrator or receiver of, or for the winding-up of, the Borrower; or
|
(j)
|
an encumbrancer takes possession of or a receiver is appointed of the whole or, in the opinion of the Lender, any material part of the assets of the Borrower or a distress, execution or other process is levied or enforced upon or sued out against the whole or, in the opinion of the Lender, a material part of the assets of the Borrower; or
|
(k)
|
the Borrower shall stop payment or shall be unable to, or shall admit inability to, pay its debts as they fall due, or shall be adjudicated or found bankrupt or insolvent, or shall enter into any composition or other arrangement with its creditors generally; or
|
(l)
|
any event shall occur which under the law of any jurisdiction to which the Borrower is subject has an effect equivalent or similar to any of the events referred to in Clause 10.1(c), (d) or (e); or
|
(m)
|
the Borrower ceases or suspends or threatens to cease or suspend the carrying on of its business or a part of its business or disposes of or threatens to dispose of a substantial part of its business or assets which, in the opinion of the Lender, is material in the context of this Agreement; or
|
(n)
|
it becomes unlawful for the Borrower to fulfil its obligations under this Agreement; or
|
(o)
|
Golar GP LLC ceases to be the General Partner of the Borrower; or
|
(p)
|
the constitutional documents of the Borrower are amended or varied in any way which is, in the reasonable opinion of the Lender, adverse to its interests in connection with this Agreement.
|
10.2
|
Actions following an Event of Default.
On, or at any time after, the occurrence of an Event of Default the Lender may:
|
(a)
|
serve on the Borrower a notice stating that all obligations of the Lender to the Borrower under this Agreement are cancelled; and/or
|
(b)
|
serve on the Borrower a notice stating that the Loan, any accrued default interest and all other amounts owing under this Agreement are immediately due and payable or are due and payable on demand; and/or
|
(c)
|
take any other action which, as a result of the Event of Default or any notice served under paragraph (a) or (b), the Lender is entitled to take under this Agreement or any applicable law.
|
10.3
|
Termination of obligations.
On the service of a notice under Clause 10.2(a), all the obligations of the Lender to the Borrower under this Agreement shall terminate.
|
10.4
|
Acceleration of Loan.
On the service of a notice under Clause 10.2(b), the Loan and all other amounts accrued or owing from the Borrower under this Agreement shall become immediately due and payable or, as the case may be, payable on demand.
|
11
|
COSTS
|
11.1
|
Costs.
The Borrower shall pay all reasonable costs incurred by the Lender in connection with the preparation of this Agreement and any and all other costs incurred by the Lender in connection with the facility provided pursuant to this Agreement.
|
12
|
INDEMNITIES
|
12.1
|
Indemnities regarding the borrowing and repayment of Loan.
The Borrower shall fully indemnify the Lender on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Lender, or which the Lender reasonably and with due diligence estimates that it will incur, as a result of or in connection with:
|
(a)
|
an Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender;
|
(b)
|
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on a Repayment Date or the Termination Date or other relevant date;
|
(c)
|
any failure (for whatever reason) by the Borrower to make payment of any amount due under this Agreement on the due date or, if so payable, on demand; and
|
(d)
|
the occurrence of an Event of Default and/or the acceleration of repayment of the Loan under Clause 10,
|
12.2
|
Breakage costs.
Without limiting its generality, Clause 12.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by the Lender in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of the Loan and/or any overdue amount (or an aggregate amount which includes the Loan or any overdue amount).
|
13
|
NO SET-OFF OR TAX DEDUCTION
|
13.1
|
No deductions.
All amounts due from the Borrower under this Agreement shall be paid:
|
(a)
|
without any form of set‑off, cross-claim or condition; and
|
(b)
|
free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.
|
13.2
|
Grossing-up for taxes.
If the Borrower is required by law to make a tax deduction from any payment:
|
(a)
|
the Borrower shall notify the Lender as soon as it becomes aware of the requirement;
|
(b)
|
the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and
|
(c)
|
the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Lender receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.
|
13.3
|
Exclusion of tax on overall net income.
In this Clause 13 “
tax deduction
” means any deduction or withholding for or on account of any present or future tax except tax on the Lender's overall net income.
|
14
|
ILLEGALITY
|
14.1
|
Illegality.
This Clause 14 applies if the Lender notifies the Borrower that it has become, or will with effect from a specified date, become:
|
(d)
|
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
|
(e)
|
contrary to, or inconsistent with, any regulation,
|
14.2
|
Notification and effect of illegality.
On the Lender notifying the Borrower under Clause 14.1, the Commitment shall terminate; and thereupon or, if later, on the date specified in the Lender's notice under Clause 14.1 as the date on which the notified event would become effective the Borrower shall prepay the Loan in full.
|
14.3
|
Mitigation
. If circumstances arise which would result in a notification under Clause 14.114.1 then, without in any way limiting the rights of the Lender under Clause 14.2, the Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement to a subsidiary not affected by the circumstances but the Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:
|
(a)
|
have an adverse effect on its business, operations or financial condition; or
|
(b)
|
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
|
(c)
|
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
|
15
|
TRANSFERS
|
15.1
|
No Transfers.
Neither party may, without the consent of the other party, transfer any of its rights, liabilities or obligations under this Agreement.
|
16
|
NOTICES
|
16.1
|
General.
Unless otherwise specifically provided, any notice under or in connection with this Agreement shall be given by letter or fax and shall be effective upon receipt; and references in this Agreement to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
|
16.2
|
Addresses for communications.
A notice by letter or fax shall be sent:
|
(a)
|
to the Lender:
|
(b)
|
to the Borrower:
|
17
|
SUPPLEMENTAL
|
17.1
|
Rights cumulative.
The rights and remedies which this Agreement gives to the Lender are:
|
(c)
|
cumulative;
|
(d)
|
may be exercised as often as appears expedient; and
|
(e)
|
shall not, unless explicitly and specifically stated so, be taken to exclude or limit any right or remedy conferred by any law.
|
17.2
|
Severability.
If any provision of this Agreement is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Agreement.
|
17.3
|
Third party rights.
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
|
18
|
LAW AND JURISDICTION
|
18.1
|
English law.
This Agreement shall be governed by, and construed in accordance with, English law.
|
18.2
|
Exclusive English jurisdiction.
Subject to Clause 18.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.
|
18.3
|
Choice of forum for the exclusive benefit of the Lender.
Clause 18.2 is for the exclusive benefit of the Lender, which reserves the rights:
|
(a)
|
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
|
(b)
|
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
|
18.4
|
Process agent.
The Borrower irrevocably appoints Golar Management Limited at its registered office for the time being, presently at 13
th
Floor, One America Square, 17 Crosswall, London EC3N 2LB, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.
|
18.5
|
Lender’s rights unaffected.
Nothing in this Clause18 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
|
18.6
|
Meaning of “proceedings”.
In this Clause 18, “
proceedings
” means proceedings of any kind, including an application for a provisional or protective measure and a “
Dispute
” means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement).
|
1
|
We refer to the loan agreement (the “
Loan Agreement
”) dated [
l
] 2011 and made between us as Borrower and you as Lender in connection with a revolving credit facility of up to US$20,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.
|
2
|
We request to borrow as follows:‑
|
(a)
|
Amount: US$[
l
];
|
(b)
|
Drawdown Date: [
l
];
|
(c)
|
Payment instructions : account in our name and numbered [
l
] with [
l
] of [
l
].
|
3
|
We represent and warrant that no Event of Default or has occurred or will result from the borrowing of the Loan.
|
4
|
We confirm that we will indemnity you against any loss or expecnse which you may sustain or incur as a consequence of the Advance not being drawn, including but not limited to any loss or expenses incurred by you to fund the Advance.
|
5
|
This notice cannot be revoked without the prior consent of the Lender.
|
(1)
|
GOLAR LNG LIMITED
, a company incorporated in Bermuda whose registered office is at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 08, Bermuda (the “
Lender
”); and
|
(2)
|
GOLAR LNG PARTNERS L.P.
, a limited partnership formed in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “
Borrower)
”.
|
(a)
|
The RCF shall with effect on and from the Effective Date be amended in accordance with the following provision (and the Loan Agreement (as so amended) will continue to be binding upon each of the parties hereto upon such terms so amended):
|
1
|
LAW AND JURISDICTION
|
1.1
|
English law.
This Agreement shall be governed by, and construed in accordance with, English law.
|
1.2
|
Exclusive English jurisdiction.
Subject to Clause 2.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.
|
1.3
|
Choice of forum for the exclusive benefit of the Lender.
Clause 2.2 is for the exclusive benefit of the Lender, which reserves the rights:
|
(a)
|
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
|
(b)
|
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
|
1.4
|
Process agent.
The Borrower irrevocably appoints Golar Management Limited at its registered office for the time being, presently at 13
th
Floor, One America Square, 17 Crosswall, London EC3N 2LB, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.
|
1.5
|
Lender’s rights unaffected.
Nothing in this Clause 2 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
|
1.6
|
Meaning of “proceedings”.
In this Clause 2, “
proceedings
” means proceedings of any kind, including an application for a provisional or protective measure and a “
Dispute
” means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement).
|
Name
|
Jurisdiction of Incorporation
|
|
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Golar LNG 2216 Corporation
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Marshall Islands
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Golar Management Limited
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United Kingdom
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Golar GP LLC - Limited Liability Company
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Marshall Islands
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Golar LNG Energy Limited
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Bermuda
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Golar Gimi Corporation
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Marshall Islands
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Golar Hilli Corporation*
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Marshall Islands
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Bluewater Gandria N.V.
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Netherlands
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Golar Hull M2021 Corporation
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Marshall Islands
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Golar Hull M2022 Corporation
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Marshall Islands
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Golar Hull M2023 Corporation
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Marshall Islands
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Golar Hull M2026 Corporation
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Marshall Islands
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Golar Hull M2027 Corporation
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Marshall Islands
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Golar Hull M2047 Corporation
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Marshall Islands
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Golar Hull M2048 Corporation
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Marshall Islands
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Golar LNG NB10 Corp
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Marshall Islands
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Golar LNG NB11 Corp
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Marshall Islands
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Golar LNG NB12 Corp
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Marshall Islands
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Golar LNG NB13 Corp
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Marshall Islands
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Golar Commodities Limited
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Bermuda
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Golar Abuja Corporation
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Marshall Islands
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/s/ Gary Smith
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Gary Smith
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Principal Executive Officer
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/s/ Brian Tienzo
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Brian Tienzo
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Principal Financial Officer
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/s/ Gary Smith
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Gary Smith
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Principal Executive Officer
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/s/ Brian Tienzo
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Brian Tienzo
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Principal Financial Officer
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