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GOLAR LNG LIMITED
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(Translation of registrant's name into English)
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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 office)
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4.1
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4.2
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4.3
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4.4
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4.5
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101
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The following financial information of Golar LNG Limited formatted in Extensible Business Reporting Language (XBRL):
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i. Unaudited Consolidated Statements of Income for the six months ended June 30, 2018 and 2017;
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ii. Unaudited Consolidated Statements of Comprehensive Income for the six months ended June 30, 2018 and 2017;
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iii. Unaudited Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017;
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iv. Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017;
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v. Unaudited Consolidated Statements of Changes in Equity for the six months ended June 30, 2018 and 2017; and
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vi. Notes to the Unaudited Condensed Consolidated Financial Statements.
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GOLAR LNG LIMITED
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(Registrant)
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Date: August 31, 2018
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By:
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/s/ Graham Robjohns
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Name:
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Graham Robjohns
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Title:
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Principal Financial and Accounting Officer
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|
•
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changes in liquefied natural gas, or LNG, carrier, floating storage and regasification unit, or FSRU, or floating liquefaction natural gas vessel, or FLNG, market trends, including charter rates, vessel values or technological advancements;
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•
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changes in our ability to retrofit vessels as FSRUs or FLNGs and in our ability to obtain financing for such conversions on acceptable terms or at all;
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•
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our inability to meet our obligations under the Heads of Terms agreement entered into in connection with the BP Greater Tortue / Ahmeyim Project, prior to Final Investment Decision ("FID"), which will result in extensive termination fees;
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•
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changes in the supply of or demand for LNG carriers, FSRUs or FLNGs;
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•
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a material decline or prolonged weakness in rates for LNG carriers, FSRUs or FLNGs;
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•
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changes in the performance of the pool in which certain of our vessels operate and the performance of our joint venture;
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•
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changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGs;
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•
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changes in the supply of or demand for LNG or LNG carried by sea;
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•
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changes in commodity prices;
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•
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changes in the supply of or demand for natural gas generally or in particular regions;
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•
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failure of our contract counterparties, including our joint venture co-owners, to comply with their agreements with us;
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•
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changes in our relationships with our counterparties, including our major chartering parties;
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•
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changes in the availability of vessels to purchase and in the time it takes to construct new vessels;
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•
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failures of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all;
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•
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our ability to integrate and realize the benefits of acquisitions;
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•
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changes in our ability to sell vessels to Golar LNG Partners LP ("Golar Partners"), or our joint venture Golar Power Limited ("Golar Power");
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•
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changes in our relationship with Golar Partners and Golar Power;
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•
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changes to rules and regulations applicable to LNG carriers, FSRUs, FLNGs or other parts of the LNG supply chain;
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•
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actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs or FLNGs to various ports;
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•
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our inability to achieve successful utilization of our expanded fleet or inability to expand beyond the carriage of LNG and provision of FSRUs, particularly through our innovative FLNG strategy, or FLNG, and our joint venture;
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•
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changes in our ability to obtain additional financing on acceptable terms or at all;
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•
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increases in costs, including, among other things, crew wages, insurance, provisions, repairs and maintenance;
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•
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changes in general domestic and international political conditions, particularly where we operate;
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•
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a decline or continuing weakness in the global financial markets;
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•
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challenges by authorities to the tax benefits we previously obtained under certain of our leasing agreements; and
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•
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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, including our most recent annual report on Form 20-F.
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•
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any cash received by Hilli Corp from revenue invoiced to the extent such revenue invoiced are based on tolling fees under the LTA relating to an increase in the Brent Crude price above $60 per barrel; less
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•
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any incremental tax expense arising from or related to any cash receipts referred to in the bullet point above; less
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•
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the pro-rata portion of any costs that may arise as a result of the underperformance of the
Hilli
("Underperformance Costs") incurred by Hilli Corp during such quarter.
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•
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the cash receipts from revenues invoiced by Hilli Corp as a direct result of the employment of more than the first 50% of LNG production capacity for the
Hilli
, before deducting any Underperformance Costs (unless the incremental capacity above the first 50% is supplied under the terms of the LTA and the term of the LTA is not expanded beyond 500 billion cubic feet of feed gas), excluding, for the avoidance of doubt, any Incremental Perenco Revenues; less
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•
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any incremental costs whatsoever, including but not limited to operating expenses, capital costs, financing costs and tax costs, arising as a result of employing and making available more than the first 50% of LNG production capacity for the
Hilli
; less
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•
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any reduction in revenue attributable to the first 50% of LNG production capacity availability as a result of making more than 50% of capacity available under the LTA (including, but not limited to, for example, as a result of a tolling fee rate reduction as contemplated in the LTA); less
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•
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the pro-rata share of Underperformance Costs incurred by Hilli Corp during such quarter.
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Six months ended
June 30,
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|||||
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(in thousands of $, except average daily TCE)
(1)
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2018
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2017
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Change
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% Change
|
|
|
|
|
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|
|
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|||
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Total operating revenues
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106,987
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|
53,518
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53,469
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100
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%
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Vessel operating expenses
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(35,355
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)
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(25,043
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)
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(10,312
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)
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41
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%
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Voyage, charterhire and commission expenses (including expenses from collaborative arrangements)
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(40,496
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)
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(28,737
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)
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(11,759
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)
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41
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%
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Administrative expenses
(2)
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(24,011
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)
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(18,189
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)
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(5,822
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)
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32
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%
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Project development expenses
(2)
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(3,196
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)
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(4,131
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)
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935
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(23
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)%
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Depreciation and amortization
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(32,775
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)
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(42,552
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)
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9,777
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(23
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)%
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Other operating gains
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10,000
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—
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10,000
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100
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%
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Operating loss
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(18,846
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)
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(65,134
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)
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46,288
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(71
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)%
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||||
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Equity in net earnings (losses) of affiliates
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8,693
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(2,606
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)
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11,299
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(434
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)%
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||||
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Other Financial Data:
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||||
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||||
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Average daily TCE
(1)
(to the closest $100)
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27,800
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13,600
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14,200
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104
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%
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•
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$44.5 million as a result of improved utilization and daily hire rates, including repositioning fees, from our vessels participating within the Cool Pool for the
six
months ended
June 30, 2018
compared to the same period in
2017
; and
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•
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$7.3 million as a result of the
Golar Glacier
commencing her new 12 month charter in February 2018.
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•
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$3.2 million in operating costs in relation to our vessels operating within the Cool Pool;
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•
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$3.1 million of reactivation and operating costs of the
Golar Viking
as she was taken out of lay-up in January 2018;
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•
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$1.5 million in expenses incurred in relation to the mobilization of the
Gandria
to Keppel in Singapore to commence generic work in readiness for her conversion into a FLNG, which is expected to commence after we issue a notice to proceed; and
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•
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$1.2 million in operating costs in relation to our ship management services provided to our fleet.
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•
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$21.6 million of voyage expenses that arose from the increased utilization of our vessels participating within the Cool Pool, for which we receive credit under the Cool Pool arrangement (further described in note 16(d) "Related Parties" of our consolidated financial statements included herein); and
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•
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$0.8 million due to the
Golar Viking
being taken out of lay-up.
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•
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$7.7 million in
Golar Tundra
depreciation as a result of a $9.7 million catch-up charge recognized upon the vessel ceasing to be classified as held-for-sale in March 2017; and
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•
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$2.1 million from the
Gandria
as she reached the end of her useful economic life at December 31, 2017, and accordingly, no further depreciation expense was recognized in 2018.
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Six months ended
June 30, |
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|||||
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(in thousands of $)
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2018
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2017
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Change
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% Change
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||||
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Equity in net earnings in Golar Partners
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8,630
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14,086
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(5,456
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)
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(39
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)%
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Loss on deemed disposal of investments in Golar Partners
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—
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(16,992
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)
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16,992
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(100
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)%
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Share of net earnings in other affiliates
|
63
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|
300
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(237
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)
|
(79
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)%
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|
8,693
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(2,606
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)
|
11,299
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(434
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)%
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|
Six months ended
June 30,
|
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|||||
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(in thousands of $)
|
2018
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|
2017
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|
Change
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|
% Change
|
|
|
|
|
|
|
|
|
|
||
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Total operating revenues
|
18,577
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|
—
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|
18,577
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|
100
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%
|
|
Vessel operating expenses
|
(3,556
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)
|
—
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|
(3,556
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)
|
(100
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)%
|
|
Voyage, charter-hire and commission expenses
|
(508
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)
|
—
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(508
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)
|
(100
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)%
|
|
Administrative expenses
(1)
|
(81
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)
|
(79
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)
|
(2
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)
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3
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%
|
|
Project development expenses
(1)
|
(8,027
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)
|
(147
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)
|
(7,880
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)
|
5,361
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%
|
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Depreciation and amortization
|
(4,091
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)
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—
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|
(4,091
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)
|
(100
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)%
|
|
Realized and unrealized gain on FLNG derivative instrument
|
111,348
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—
|
|
111,348
|
|
100
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%
|
|
Other operating loss
|
(9,982
|
)
|
—
|
|
(9,982
|
)
|
100
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%
|
|
Operating gain (loss)
|
103,680
|
|
(226
|
)
|
103,906
|
|
(45,976
|
)%
|
|
|
|
|
|
|
||||
|
Equity in net losses of affiliates
|
(2,047
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)
|
(3,126
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)
|
1,079
|
|
(35
|
)%
|
|
|
Six months ended
June 30,
|
|
|
|||||
|
(in thousands of $)
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|
|
|
|
|
|
|
|
|||
|
Equity in net losses of affiliates
|
(12,861
|
)
|
(7,461
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)
|
(5,400
|
)
|
72
|
%
|
|
|
Six months ended
June 30, |
|
|
|||||
|
(in thousands of $)
|
2018
|
2017
|
Change
|
% Change
|
||||
|
|
|
|
|
|
||||
|
Total other non-operating income
|
—
|
|
206
|
|
(206
|
)
|
(100
|
)%
|
|
Interest income
|
4,044
|
|
2,912
|
|
1,132
|
|
39
|
%
|
|
Interest expense
|
(38,012
|
)
|
(39,710
|
)
|
1,698
|
|
(4
|
)%
|
|
Other financial items, net
|
594
|
|
(7,928
|
)
|
8,522
|
|
(107
|
)%
|
|
Income taxes
|
(484
|
)
|
(647
|
)
|
163
|
|
(25
|
)%
|
|
Net income attributable to non-controlling interests
|
(29,444
|
)
|
(15,931
|
)
|
(13,513
|
)
|
85
|
%
|
|
•
|
$9.5 million in interest expense on the additional amounts drawn down on the Hilli pre-delivery facility, subsequent to June 30, 2017 (this facility was subsequently repaid in connection with entry into the post-delivery sale and leaseback arrangement during June 2018 - refer to note 13 "Debt" of our consolidated financial statements included herein);
|
|
•
|
$4.5 million in interest expense incurred on the deposits received from Golar Partners in relation to the
Hilli
disposal; and
|
|
•
|
$1.0 million in interest expense in relation to the $402.5 million convertible bond issued in February 2017, resulting in a full six months interest incurred in 2018.
|
|
|
Six months ended June 30,
|
|
|
|||||
|
(in thousands of $)
|
2018
|
2017
|
Change
|
% Change
|
||||
|
Mark-to-market adjustment for interest rate swap derivatives
|
7,713
|
|
(603
|
)
|
8,316
|
|
(1,379
|
)%
|
|
Interest income (expense) on undesignated interest rate swaps
|
2,596
|
|
(2,706
|
)
|
5,302
|
|
(196
|
)%
|
|
Net realized and unrealized gains (losses) on interest rate swap agreements
|
10,309
|
|
(3,309
|
)
|
13,618
|
|
(412
|
)%
|
|
•
|
receipt of $13.1 million in August 2018, in respect of cash distributions for the quarter ended June 30, 2018, from Golar Partners in relation to our interests in its common and general partner units held at the relevant record date; albeit $1.0 million was used to satisfy interest repayment on the margin loan facility as a result of 21,226,586 of Golar Partners common units held by us being pledged as security for the obligations under the facility.
|
|
•
|
payment of a $5.1 million cash distribution to our shareholders in July 2018, in respect of the quarter ended March 31, 2018;
|
|
•
|
payment of $12.3 million cash distributions in July 2018, to non-controlling interests;
|
|
•
|
payment of $21.1 million in July 2018 to the non-controlling shareholders in Hilli LLC in relation to the
Hilli
disposal to Golar Partners, representing their share of the net purchase price received from Golar Partners; and
|
|
•
|
payment of scheduled loan and interest repayments and
Hilli
capital expenditure.
|
|
|
Six Months Ended
June 30,
|
|
|
|||||
|
(in thousands of $)
|
2018
|
2017
(1)
|
Change
|
% Change
|
||||
|
Net cash provided by (used in) operating activities
|
48,334
|
|
(34,131
|
)
|
82,465
|
|
(242
|
)%
|
|
Net cash used in investing activities
|
(162,425
|
)
|
(188,562
|
)
|
26,137
|
|
(14
|
)%
|
|
Net cash provided by financing activities
|
328,799
|
|
364,072
|
|
(35,273
|
)
|
(10
|
)%
|
|
Net increase in cash, cash equivalents and restricted cash
|
214,708
|
|
141,379
|
|
73,329
|
|
52
|
%
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
612,677
|
|
640,218
|
|
(27,541
|
)
|
(4
|
)%
|
|
Cash, cash equivalents and restricted cash at end of period
|
827,385
|
|
781,597
|
|
45,788
|
|
6
|
%
|
|
•
|
the addition of $116.7 million to asset under development relating to payments made in respect of the conversion of the
Hilli
into a FLNG; and
|
|
•
|
additions of $62.2 million to investments in affiliates, which relates principally to capital contributions made to Golar Power.
|
|
•
|
the addition of $133.7 million to asset under development relating to payments made in respect of the conversion of the
Hilli
into a FLNG; and
|
|
•
|
additions of $57.1 million to investments in affiliates, which relates principally to capital contributions made to Golar Power.
|
|
•
|
$115.0 million further drawdown on the Hilli pre-delivery financing in relation to the conversion of the
Hilli
into a FLNG;
|
|
•
|
$960.0 million drawdown on the post-acceptance
Hilli
sale and leaseback financing in relation to the FLNG Hilli facility;
|
|
•
|
$101.0 million of debt proceeds drawn down by the lessor VIE, which owns the
Golar Crystal
, upon refinancing of its debt into a long-term loan facility. See note 8 "Variable Interest Entities" of our consolidated financial statements included herein; and
|
|
•
|
$36.5 million of cash reserves held by the Hilli Lessor VIE as of the date that we determined ourselves to be its primary beneficiary and are therefore required to consolidate the VIE. See note 8 "Variable Interest Entities" of our consolidated financial statements included herein.
|
|
•
|
loan repayments of $874.3 million, which includes (i) the repayment of $640.0 million on the
Hilli
pre-delivery arrangement under the FLNG Hilli facility, (ii) payment of $105.0 million in connection with the refinancing of the
Golar Crystal
facility mentioned above and (iii) payments of $38.9 million in connection with the
Golar Tundra
lease financing arrangement; and
|
|
•
|
payment of dividends of $9.9 million.
|
|
•
|
$125.0 million further drawdown under the pre-delivery financing arrangement of the FLNG Hilli facility in relation to the conversion of the
Hilli
into a FLNG;
|
|
•
|
$112.0 million of debt proceeds in connection with our refinancing of the
Golar Crystal
debt facility;
|
|
•
|
$150.0 million of debt proceeds from the Margin Loan Facility entered into in March 2017; and
|
|
•
|
$391.4 million of debt proceeds from the new convertible bond which closed in February 2017.
|
|
•
|
loan repayments of $371.3 million, which includes the settlement of the balance outstanding on the refinanced
Golar Crystal
facility of $101.3 million in March 2017, as well as the buyback of the old convertible bond, which matured in March 2017, amounting to $219.7 million;
|
|
•
|
payment of $31.2 million for capped call transactions entered into in conjunction with the issuance of the new convertible bond mentioned above; and
|
|
•
|
payment of dividends of $10.3 million.
|
|
Unaudited Consolidated Statements of Income for the six months ended June 30, 2018 and 2017
|
||||
|
|
|
|||
|
Unaudited Consolidated Statements of Comprehensive Income for the six months ended June 30, 2018 and 2017
|
||||
|
|
|
|||
|
Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017
|
||||
|
|
|
|||
|
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017
|
||||
|
|
|
|||
|
Unaudited Consolidated Statements of Changes in Equity for the six months ended June 30, 2018 and 2017
|
||||
|
|
|
|||
|
Notes to the Unaudited Condensed Consolidated Financial Statements
|
||||
|
(in thousands of $, except per share data)
|
|
Six months ended June 30,
|
|||||
|
Notes
|
2018
|
|
2017
|
|
|||
|
Time and voyage charter revenues
|
|
76,433
|
|
32,284
|
|
||
|
Time charter revenues - collaborative arrangement
|
16
|
19,353
|
|
11,739
|
|
||
|
Liquefaction services revenue
|
5
|
18,577
|
|
—
|
|
||
|
Vessel and other management fees
|
5
|
11,201
|
|
9,495
|
|
||
|
Total operating revenues
|
4, 16
|
125,564
|
|
53,518
|
|
||
|
|
|
|
|
||||
|
Vessel operating expenses
|
|
38,911
|
|
25,043
|
|
||
|
Voyage, charterhire and commission expenses
|
16
|
10,107
|
|
15,965
|
|
||
|
Voyage, charterhire and commission expenses - collaborative arrangement
|
16
|
30,897
|
|
12,772
|
|
||
|
Administrative expenses
|
2
|
24,092
|
|
18,269
|
|
||
|
Project development expenses
|
2
|
11,223
|
|
4,277
|
|
||
|
Depreciation and amortization
|
|
36,866
|
|
42,552
|
|
||
|
Total operating expenses
|
|
152,096
|
|
118,878
|
|
||
|
|
|
|
|
||||
|
Other operating income
|
|
|
|
||||
|
Realized and unrealized gain on FLNG derivative instrument
|
1, 2
|
111,348
|
|
—
|
|
||
|
Other operating gains and losses
(1)
|
|
18
|
|
—
|
|
||
|
Total other operating income
|
|
111,366
|
|
—
|
|
||
|
|
|
|
|
||||
|
Operating gain (loss)
|
|
84,834
|
|
(65,360
|
)
|
||
|
|
|
|
|
||||
|
Other non-operating income
|
|
|
|
||||
|
Other
|
|
—
|
|
206
|
|
||
|
Total other non-operating income
|
|
—
|
|
206
|
|
||
|
|
|
|
|
||||
|
Financial income (expenses)
|
|
|
|
||||
|
Interest income
|
|
4,044
|
|
2,912
|
|
||
|
Interest expense
|
16
|
(38,012
|
)
|
(39,710
|
)
|
||
|
Other financial items, net
|
7
|
594
|
|
(7,928
|
)
|
||
|
Net financial expenses
|
|
(33,374
|
)
|
(44,726
|
)
|
||
|
|
|
|
|
||||
|
Income (loss) before taxes and equity in net losses of affiliates
|
|
51,460
|
|
(109,880
|
)
|
||
|
Income taxes
|
|
(484
|
)
|
(647
|
)
|
||
|
Equity in net earnings (losses) of affiliates
|
11
|
(6,215
|
)
|
(13,193
|
)
|
||
|
|
|
|
|
||||
|
Net income (loss)
|
|
44,761
|
|
(123,720
|
)
|
||
|
Net income attributable to non-controlling interests
|
|
(29,444
|
)
|
(15,931
|
)
|
||
|
Net income (loss) attributable to stockholders of Golar LNG Ltd
|
|
15,317
|
|
(139,651
|
)
|
||
|
Basic and dilutive earnings (loss) per share ($)
|
6
|
0.15
|
|
(1.39
|
)
|
||
|
|
|
|
|
||||
|
Cash dividends declared and paid per share ($)
|
|
$
|
0.10
|
|
$
|
0.10
|
|
|
(in thousands of $)
|
|
Six months ended June 30,
|
|||
|
Notes
|
2018
|
|
2017
|
|
|
|
|
|
|
|
||
|
Net income (loss)
|
|
44,761
|
|
(123,720
|
)
|
|
|
|
|
|
||
|
Other comprehensive (loss) income:
|
|
|
|
||
|
Net (loss) gain on qualifying cash flow hedging instruments
|
|
(5,038
|
)
|
1,632
|
|
|
Net loss on foreign currency translation
|
|
(19,099
|
)
|
—
|
|
|
Other comprehensive (loss) income
|
14
|
(24,137
|
)
|
1,632
|
|
|
Comprehensive income (loss)
|
|
20,624
|
|
(122,088
|
)
|
|
|
|
|
|
||
|
Comprehensive income (loss) attributable to:
|
|
|
|
||
|
|
|
|
|
||
|
Stockholders of Golar LNG Limited
|
|
(8,820
|
)
|
(138,019
|
)
|
|
Non-controlling interests
|
|
29,444
|
|
15,931
|
|
|
Comprehensive income (loss)
|
|
20,624
|
|
(122,088
|
)
|
|
|
|
2018
|
|
2017
|
|
|
(in thousands of $)
|
Notes
|
Jun-30
|
|
Dec-31
|
|
|
|
|
Unaudited
|
|
Audited
|
|
|
ASSETS
|
|
|
|
||
|
Current
|
|
|
|
||
|
Cash and cash equivalents
|
9
|
375,067
|
|
214,862
|
|
|
Restricted cash and short-term deposits
|
9
|
276,289
|
|
222,265
|
|
|
Trade accounts receivable
(1)
|
|
27,860
|
|
14,980
|
|
|
Inventories
|
|
7,443
|
|
7,408
|
|
|
Other current assets
|
|
16,557
|
|
6,047
|
|
|
Amounts due from related parties
|
16
|
10,912
|
|
7,898
|
|
|
Total current assets
|
|
714,128
|
|
473,460
|
|
|
Non-current
|
|
|
|
||
|
Restricted cash
|
9
|
176,029
|
|
175,550
|
|
|
Investments in affiliates
|
11
|
708,664
|
|
703,225
|
|
|
Asset under development
|
10
|
—
|
|
1,177,489
|
|
|
Vessels and equipment, net
|
10
|
3,342,677
|
|
2,077,059
|
|
|
Other non-current assets
|
12
|
251,476
|
|
157,504
|
|
|
Total assets
|
|
5,192,974
|
|
4,764,287
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||
|
Current
|
|
|
|
||
|
Current portion of long-term debt and short-term debt
|
13
|
868,725
|
|
1,384,933
|
|
|
Trade accounts payable
|
|
28,530
|
|
70,430
|
|
|
Accrued expenses
|
|
168,751
|
|
105,895
|
|
|
Other current liabilities
|
|
76,072
|
|
62,282
|
|
|
Amounts due to related parties
|
16
|
17,074
|
|
8,734
|
|
|
Total current liabilities
|
|
1,159,152
|
|
1,632,274
|
|
|
Non-current
|
|
|
|
||
|
Long-term debt
|
13
|
1,855,960
|
|
1,025,914
|
|
|
Amounts due to related parties
|
16
|
177,247
|
|
177,247
|
|
|
Other non-current liabilities
|
|
157,920
|
|
132,548
|
|
|
Total liabilities
|
|
3,350,279
|
|
2,967,983
|
|
|
|
|
|
|
||
|
Equity
|
|
|
|
||
|
Stockholders' equity
|
|
1,703,561
|
|
1,715,316
|
|
|
Non-controlling interests
|
|
139,134
|
|
80,988
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders' equity
|
|
5,192,974
|
|
4,764,287
|
|
|
GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS
|
|||||
|
|
|
2018
|
|
2017
|
|
|
(in thousands of $)
|
Notes
|
Jan-Jun
(2)
|
|
Jan-Jun
(2)
|
|
|
|
|
|
|
||
|
OPERATING ACTIVITIES
|
|
|
|
||
|
Net income (loss)
|
|
44,761
|
|
(123,720
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||
|
Depreciation and amortization
|
|
36,866
|
|
42,552
|
|
|
Amortization of deferred charges and debt guarantees
|
|
5,035
|
|
(667
|
)
|
|
Equity in net earnings (losses) of affiliates
|
|
6,215
|
|
13,194
|
|
|
Dividends received
(1)
|
|
8,119
|
|
22,281
|
|
|
Compensation cost related to share options
|
|
5,367
|
|
3,875
|
|
|
Net foreign exchange loss
|
|
618
|
|
1,121
|
|
|
Change in assets and liabilities:
|
|
|
|
||
|
Trade accounts receivable
|
|
(12,880
|
)
|
(1,989
|
)
|
|
Inventories
|
|
(35
|
)
|
447
|
|
|
Other current and non-current assets
|
|
(105,056
|
)
|
714
|
|
|
Amounts due to related companies
|
|
5,687
|
|
(23,992
|
)
|
|
Trade accounts payable
|
|
(5,135
|
)
|
(2,319
|
)
|
|
Accrued expenses
|
|
15,008
|
|
15,934
|
|
|
Other current and non-current liabilities
|
|
43,764
|
|
18,438
|
|
|
Net cash provided by (used in) operating activities
|
|
48,334
|
|
(34,131
|
)
|
|
|
|
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
||
|
Additions to vessels and equipment
|
|
(1,801
|
)
|
(1,093
|
)
|
|
Additions to asset under development
|
|
(116,715
|
)
|
(133,696
|
)
|
|
Additions to investments in affiliates
|
|
(62,244
|
)
|
(57,147
|
)
|
|
Dividends received
(1)
|
|
18,335
|
|
3,374
|
|
|
Net cash used in investing activities
|
|
(162,425
|
)
|
(188,562
|
)
|
|
|
|
|
|
||
|
FINANCING ACTIVITIES
|
|
|
|
||
|
Proceeds from short-term and long-term debt
|
|
1,176,000
|
|
778,432
|
|
|
Repayments of short-term and long-term debt
|
|
(874,256
|
)
|
(371,268
|
)
|
|
Payment for capped call in connection with bond issuance
|
|
—
|
|
(31,194
|
)
|
|
Cash effect of consolidating Hilli Lessor VIE
(3)
|
|
36,532
|
|
—
|
|
|
Cash dividends paid
|
|
(9,906
|
)
|
(10,334
|
)
|
|
Proceeds from exercise of share options
|
|
1,183
|
|
—
|
|
|
Financing costs paid
|
|
(754
|
)
|
(1,564
|
)
|
|
Net cash provided by financing activities
|
|
328,799
|
|
364,072
|
|
|
Net increase in cash, cash equivalents and restricted cash
(2)
|
|
214,708
|
|
141,379
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
(2)
|
9
|
612,677
|
|
640,218
|
|
|
Cash, cash equivalents and restricted cash at end of period
(2)
|
9
|
827,385
|
|
781,597
|
|
|
(in thousands of $)
|
Share Capital
|
Treasury Shares
|
Additional Paid-in Capital
|
Contributed Surplus
(1)
|
Accumulated Other Comprehensive (Loss) Income
|
Accumulated Retained Earnings (Losses)
|
Total before Non- controlling Interest
|
Non-controlling Interest
|
Total Equity
|
|||||||||
|
Balance at December 31, 2016
|
101,081
|
|
(20,483
|
)
|
1,488,556
|
|
200,000
|
|
(9,542
|
)
|
103,650
|
|
1,863,262
|
|
46,564
|
|
1,909,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(139,651
|
)
|
(139,651
|
)
|
15,931
|
|
(123,720
|
)
|
|
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,868
|
)
|
(9,868
|
)
|
—
|
|
(9,868
|
)
|
|
Grant of share options
|
—
|
|
—
|
|
4,915
|
|
—
|
|
—
|
|
—
|
|
4,915
|
|
—
|
|
4,915
|
|
|
Other comprehensive income (see note 14)
|
—
|
|
—
|
|
—
|
|
—
|
|
1,632
|
|
—
|
|
1,632
|
|
—
|
|
1,632
|
|
|
Issuance of convertible bonds
|
—
|
|
—
|
|
39,861
|
|
—
|
|
—
|
|
—
|
|
39,861
|
|
—
|
|
39,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Balance at June 30, 2017
|
101,081
|
|
(20,483
|
)
|
1,533,332
|
|
200,000
|
|
(7,910
|
)
|
(45,869
|
)
|
1,760,151
|
|
62,495
|
|
1,822,646
|
|
|
(in thousands of $)
|
Share Capital
|
Treasury Shares
|
Additional Paid-in Capital
|
Contributed Surplus
(1)
|
Accumulated Other Comprehensive Loss
|
Accumulated Retained Losses
|
Total before Non- controlling Interest
|
Non-Controlling Interest
|
Total Equity
|
|||||||||
|
Balance at December 31, 2017
|
101,119
|
|
(20,483
|
)
|
1,538,191
|
|
200,000
|
|
(7,769
|
)
|
(95,742
|
)
|
1,715,316
|
|
80,988
|
|
1,796,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,317
|
|
15,317
|
|
29,444
|
|
44,761
|
|
|
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,906
|
)
|
(9,906
|
)
|
—
|
|
(9,906
|
)
|
|
Exercise of share options
|
120
|
|
—
|
|
1,063
|
|
—
|
|
—
|
|
—
|
|
1,183
|
|
—
|
|
1,183
|
|
|
Grant of share options
|
—
|
|
—
|
|
7,214
|
|
—
|
|
—
|
|
—
|
|
7,214
|
|
—
|
|
7,214
|
|
|
Forfeiture of share options
|
—
|
|
—
|
|
(1,426
|
)
|
—
|
|
—
|
|
—
|
|
(1,426
|
)
|
—
|
|
(1,426
|
)
|
|
Effect of consolidating Hilli Lessor VIE
(2)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,702
|
|
28,702
|
|
|
Other comprehensive loss (see note 14)
|
—
|
|
—
|
|
—
|
|
—
|
|
(24,137
|
)
|
—
|
|
(24,137
|
)
|
—
|
|
(24,137
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Balance at June 30, 2018
|
101,239
|
|
(20,483
|
)
|
1,545,042
|
|
200,000
|
|
(31,906
|
)
|
(90,331
|
)
|
1,703,561
|
|
139,134
|
|
1,842,695
|
|
|
|
Six months ended June 30, 2017
|
|||||
|
(in thousands of $)
|
As previously reported
|
Adjustments decrease
|
As adjusted
|
|||
|
Administrative expenses
|
22,546
|
|
(4,277
|
)
|
18,269
|
|
|
(in thousands of $)
|
Six months ended June 30,
|
|||
|
|
2018
|
|
2017
|
|
|
Realized gain on FLNG derivative instrument
|
3,586
|
|
—
|
|
|
Unrealized gain on FLNG derivative instrument
|
108,300
|
|
—
|
|
|
|
111,886
|
|
—
|
|
|
•
|
Vessel operations
– We operate and subsequently charter out vessels on fixed terms to customers.
|
|
•
|
FLNG
– In 2014, we ordered our first FLNG based on the conversion of our existing LNG carrier, the
Hilli.
The
Hilli
FLNG conversion has been completed and the vessel has been accepted by the Customer under the LTA.
|
|
•
|
Power
– In July 2016, we entered into certain agreements forming a 50/50 joint venture, Golar Power, with private equity firm Stonepeak. Golar Power offers integrated LNG based downstream solutions, through the ownership and operation of FSRUs and associated terminal and power generation infrastructure.
|
|
|
|
June 30, 2018
|
|
June 30, 2017
(3)
|
||||||||||||||||||
|
(in thousands of $)
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
||||||||||
|
Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total operating revenues
|
|
106,987
|
|
18,577
|
|
—
|
|
—
|
|
125,564
|
|
|
53,518
|
|
—
|
|
—
|
|
—
|
|
53,518
|
|
|
Depreciation and amortization
|
|
(32,775
|
)
|
(4,091
|
)
|
—
|
|
—
|
|
(36,866
|
)
|
|
(42,552
|
)
|
—
|
|
—
|
|
—
|
|
(42,552
|
)
|
|
Other operating expenses
|
|
(103,058
|
)
|
(12,172
|
)
|
—
|
|
—
|
|
(115,230
|
)
|
|
(76,100
|
)
|
(226
|
)
|
—
|
|
—
|
|
(76,326
|
)
|
|
Other operating gains and losses
|
|
10,000
|
|
101,366
|
|
—
|
|
—
|
|
111,366
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Operating (loss) income
|
|
(18,846
|
)
|
103,680
|
|
—
|
|
—
|
|
84,834
|
|
|
(65,134
|
)
|
(226
|
)
|
—
|
|
—
|
|
(65,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Inter segment operating
(loss) income
(2)
|
|
205
|
|
—
|
|
—
|
|
(205
|
)
|
—
|
|
|
199
|
|
—
|
|
—
|
|
(199
|
)
|
—
|
|
|
Segment operating (loss) income
|
|
(18,641
|
)
|
103,680
|
|
—
|
|
(205
|
)
|
84,834
|
|
|
(64,935
|
)
|
(226
|
)
|
—
|
|
(199
|
)
|
(65,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in net earnings (losses) of affiliates
|
|
8,693
|
|
(2,047
|
)
|
(12,861
|
)
|
—
|
|
(6,215
|
)
|
|
(2,606
|
)
|
(3,126
|
)
|
(7,461
|
)
|
—
|
|
(13,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance Sheet:
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
(in thousands of $)
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
|
Vessel operations
|
FLNG
|
Power
|
Other
(1)
|
Total
|
||||||||||
|
Total assets
|
|
2,882,837
|
|
2,056,768
|
|
258,690
|
|
(5,321
|
)
|
5,192,974
|
|
|
3,025,244
|
|
1,515,463
|
|
228,696
|
|
(5,116
|
)
|
4,764,287
|
|
|
Investment in affiliates
|
|
449,974
|
|
—
|
|
258,690
|
|
—
|
|
708,664
|
|
|
472,482
|
|
2,047
|
|
228,696
|
|
—
|
|
703,225
|
|
|
|
Six months ended June 30,
|
|||||||
|
(in thousands of $)
|
2018
|
2017
|
||||||
|
Cool Pool (note 16)
|
83,959
|
|
74
|
%
|
39,444
|
|
90
|
%
|
|
Perenco and SNH
|
18,577
|
|
16
|
%
|
—
|
|
—
|
%
|
|
An energy and logistics company
|
4,579
|
|
4
|
%
|
4,579
|
|
10
|
%
|
|
(in thousands of $)
|
Contract assets
(1)
|
Contract liabilities
(2)
|
||
|
Opening balance on January 1, 2018
|
17,245
|
|
—
|
|
|
Payments received for services billed
|
(9,989
|
)
|
—
|
|
|
Services provided and billed in current period
|
31,535
|
|
33,763
|
|
|
Payments received for services billed in current period
|
(13,631
|
)
|
—
|
|
|
Impairment
|
(1,006
|
)
|
—
|
|
|
Deferred commissioning period billing
|
—
|
|
(357
|
)
|
|
Closing balance on June 30, 2018
|
24,154
|
|
33,406
|
|
|
•
|
$3.1 million
is included in balance sheet line item "Amounts due from related parties" under current assets (
$7.2 million
at December 31, 2017), and
|
|
•
|
$1.0 million
is included in "Amounts due to related parties" under current liabilities (
$10.0 million
at December 31, 2017).
|
|
|
Six months ended June 30,
|
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Base tolling fee
(1)
|
17,427
|
|
—
|
|
|
Amortization of deferred commissioning period billing
(2)
|
357
|
|
—
|
|
|
Amortization of Day 1 gain
(3)
|
841
|
|
—
|
|
|
Other
|
(50
|
)
|
—
|
|
|
Total
|
18,577
|
|
—
|
|
|
(in thousands of $)
|
Six months ended June 30,
|
||||
|
|
2018
|
|
2017
|
|
|
|
Net income (loss) attributable to Golar LNG Ltd stockholders - basic and diluted
|
15,317
|
|
(139,651
|
)
|
|
|
(in thousands)
|
Six months ended June 30,
|
||||
|
|
2018
|
|
2017
|
|
|
|
Basic:
|
|
|
|||
|
Weighted average number of common shares outstanding
|
100,628
|
|
100,581
|
|
|
|
|
|
|
|||
|
Dilutive:
|
|
|
|||
|
Dilutive impact of share options
|
100
|
|
—
|
|
|
|
Weighted average number of common shares outstanding
|
100,728
|
|
100,581
|
|
|
|
(in thousands of $)
|
Six months ended June 30,
|
|||
|
|
2018
|
|
2017
|
|
|
Mark-to-market adjustment for interest rate swap derivatives
|
7,713
|
|
(603
|
)
|
|
Unrealized mark-to-market losses on Earn-Out Units
|
(4,500
|
)
|
(500
|
)
|
|
Mark-to-market adjustment for equity derivatives
|
(4,374
|
)
|
(4,323
|
)
|
|
Interest income/(expense) on undesignated interest rate swaps
|
2,596
|
|
(2,706
|
)
|
|
Foreign exchange loss on operations
|
(618
|
)
|
(944
|
)
|
|
Amortization of debt guarantee
|
361
|
|
846
|
|
|
Financing arrangement fees and other costs
|
(53
|
)
|
(239
|
)
|
|
Others
|
(531
|
)
|
541
|
|
|
|
594
|
|
(7,928
|
)
|
|
Vessel
|
Effective from
|
Sales value (in $ millions)
|
First repurchase option (in $ millions)
|
Date of first repurchase option
|
Repurchase obligation at end of lease term
(in $ millions)
|
End of lease term
|
|
Hilli
|
June 2018
|
1,200.0
|
633.2
|
June 2023
|
300.0
|
June 2028
|
|
(in thousands of $)
|
Golar Glacier
|
Golar Kelvin
|
Golar Snow
|
Golar Ice
|
Golar Tundra
|
Golar Seal
|
Golar Crystal
|
Hilli
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
Total
|
|
Total
|
||||||||||
|
Restricted cash and short-term deposits
|
18,844
|
|
62,319
|
|
18,548
|
|
8
|
|
25,000
|
|
22,141
|
|
2,372
|
|
36,441
|
|
185,673
|
|
|
130,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of long-term debt and short-term debt
(1)
|
39,314
|
|
182,540
|
|
30,398
|
|
126,508
|
|
155,318
|
|
143,849
|
|
10,075
|
|
148,880
|
|
836,882
|
|
|
833,664
|
|
|
Long-term interest bearing debt - non-current portion
(1)
|
117,841
|
|
—
|
|
127,189
|
|
—
|
|
—
|
|
—
|
|
89,246
|
|
779,400
|
|
1,113,676
|
|
|
252,691
|
|
|
|
157,155
|
|
182,540
|
|
157,587
|
|
126,508
|
|
155,318
|
|
143,849
|
|
99,321
|
|
928,280
|
|
1,950,558
|
|
|
1,086,355
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Restricted cash relating to the total return equity swap
|
62,547
|
|
58,351
|
|
|
Restricted cash in relation to the
Hilli
(1)
|
175,206
|
|
174,737
|
|
|
Restricted cash and short-term deposits held by lessor VIEs
|
185,673
|
|
130,063
|
|
|
Restricted cash relating to the $1.125 billion debt facility
|
27,384
|
|
33,752
|
|
|
Restricted cash relating to office lease
|
823
|
|
813
|
|
|
Bank guarantee
|
685
|
|
99
|
|
|
Total restricted cash and short-term deposits
|
452,318
|
|
397,815
|
|
|
Less: Amounts included in current restricted cash and short-term deposits
|
(276,289
|
)
|
(222,265
|
)
|
|
Long-term restricted cash
|
176,029
|
|
175,550
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2017
|
|
December 31, 2016
|
|
|
Cash and cash equivalents
|
375,067
|
|
214,862
|
|
343,226
|
|
224,190
|
|
|
Restricted cash and short-term deposits (current portion)
|
276,289
|
|
222,265
|
|
205,227
|
|
183,693
|
|
|
Restricted cash (non-current portion)
|
176,029
|
|
175,550
|
|
233,144
|
|
232,335
|
|
|
|
827,385
|
|
612,677
|
|
781,597
|
|
640,218
|
|
|
(in thousands of $)
|
December 31, 2017
|
|
|
Purchase price installments
|
962,709
|
|
|
Interest costs capitalized
|
116,416
|
|
|
Other costs capitalized
|
98,364
|
|
|
|
1,177,489
|
|
|
|
Six Months Ended June 30,
|
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Share of net earnings (losses) in Golar Partners
(1)
|
8,630
|
|
(2,906
|
)
|
|
Share of net loss in Golar Power
|
(12,861
|
)
|
(7,461
|
)
|
|
Share of net loss in OneLNG
|
(2,047
|
)
|
(3,126
|
)
|
|
Share of net earnings in Egyptian Company for Gas Services ("ECGS")
|
63
|
|
300
|
|
|
|
(6,215
|
)
|
(13,193
|
)
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Golar Partners
|
444,525
|
|
467,097
|
|
|
Golar Power
|
258,690
|
|
228,696
|
|
|
OneLNG
(1)
|
—
|
|
2,047
|
|
|
ECGS
|
5,449
|
|
5,385
|
|
|
Equity in net assets of affiliates
|
708,664
|
|
703,225
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
FLNG derivative
(1)
|
203,000
|
|
94,700
|
|
|
Other non-current assets
(2)
|
24,793
|
|
37,891
|
|
|
Mark-to-market interest rate swaps valuation
|
16,336
|
|
10,166
|
|
|
Investment in OLT Offshore LNG Toscana S.p.A
(3)
|
7,347
|
|
7,347
|
|
|
Derivatives - other
(4)
|
—
|
|
7,400
|
|
|
|
251,476
|
|
157,504
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Golar Arctic facility
|
61,950
|
|
65,600
|
|
|
Golar Viking facility
|
49,479
|
|
52,083
|
|
|
2017 convertible bonds
|
346,698
|
|
340,173
|
|
|
Margin loan
(1)
|
98,252
|
|
119,125
|
|
|
FLNG Hilli facility
(2)
|
—
|
|
525,000
|
|
|
Hilli shareholder loans
|
49,066
|
|
49,066
|
|
|
$1.125 billion facility
|
184,590
|
|
195,449
|
|
|
ICBCL VIE loans
(3)
|
625,665
|
|
641,936
|
|
|
CCBFL VIE loan
(3)
|
143,849
|
|
143,849
|
|
|
CMBL VIE loan
(3)
|
155,317
|
|
198,613
|
|
|
COSCO Shipping VIE loan
(3)(4)
|
100,022
|
|
104,006
|
|
|
CSSC VIE loan
(2)(3)
|
928,280
|
|
—
|
|
|
Total debt
|
2,743,168
|
|
2,434,900
|
|
|
Less: Deferred finance charges, net
|
(18,483
|
)
|
(24,053
|
)
|
|
Total debt, net of deferred financing costs
|
2,724,685
|
|
2,410,847
|
|
|
|
Golar debt
|
|
VIE debt
(1)
|
|
Total debt
|
|
|
(in thousands of $)
|
|
|
|
|||
|
Current portion of long-term debt and short-term debt
|
31,843
|
|
836,882
|
|
868,725
|
|
|
Long-term debt
|
742,284
|
|
1,113,676
|
|
1,855,960
|
|
|
Total
|
774,127
|
|
1,950,558
|
|
2,724,685
|
|
|
(in thousands of $)
|
Pension and post-retirement benefit plan adjustments
|
Share of affiliates' comprehensive income
|
Total accumulated comprehensive loss
|
|||
|
Balance at December 31, 2016
|
(12,956
|
)
|
3,414
|
|
(9,542
|
)
|
|
Other comprehensive income
|
—
|
|
1,632
|
|
1,632
|
|
|
Balance at June 30, 2017
|
(12,956
|
)
|
5,046
|
|
(7,910
|
)
|
|
|
|
|
|
|||
|
Balance at December 31, 2017
|
(12,799
|
)
|
5,030
|
|
(7,769
|
)
|
|
Other comprehensive loss
|
—
|
|
(24,137
|
)
|
(24,137
|
)
|
|
Balance at June 30, 2018
|
(12,799
|
)
|
(19,107
|
)
|
(31,906
|
)
|
|
|
|
June 30, 2018
|
December 31, 2017
|
||||||
|
(in thousands of $)
|
Fair value
hierarchy
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
||||
|
Non-Derivatives:
|
|
|
|
|
|
||||
|
Cash and cash equivalents
|
Level 1
|
375,067
|
|
375,067
|
|
214,862
|
|
214,862
|
|
|
Restricted cash and short-term deposits
|
Level 1
|
452,318
|
|
452,318
|
|
397,815
|
|
397,815
|
|
|
Current portion of long-term debt and short-term debt
(1)(2)
|
Level 2
|
871,507
|
|
871,507
|
|
1,393,229
|
|
1,393,229
|
|
|
Long-term debt - convertible bonds
(2)
|
Level 2
|
346,698
|
|
437,063
|
|
340,173
|
|
430,361
|
|
|
Long-term debt
(2)
|
Level 2
|
1,524,963
|
|
1,524,963
|
|
701,498
|
|
701,498
|
|
|
|
|
|
|
|
|
||||
|
Derivatives:
|
|
|
|
|
|
||||
|
FLNG derivative
(3)(7)
|
Level 2
|
203,000
|
|
203,000
|
|
94,700
|
|
94,700
|
|
|
Interest rate swaps asset
(3)(4)
|
Level 2
|
17,879
|
|
17,879
|
|
10,166
|
|
10,166
|
|
|
Foreign exchange swaps asset
(3)
|
Level 2
|
35
|
|
35
|
|
51
|
|
51
|
|
|
Foreign exchange swaps liability
(3)
|
Level 2
|
573
|
|
573
|
|
223
|
|
223
|
|
|
Total return equity swap liability
(3)(4)(5)
|
Level 2
|
44,516
|
|
44,516
|
|
40,141
|
|
40,141
|
|
|
Earn-Out Units asset
(6)
|
Level 2
|
2,900
|
|
2,900
|
|
7,400
|
|
7,400
|
|
|
Instrument
(in thousands of $)
|
Notional value
|
|
Maturity dates
|
Fixed interest rates
|
|
Interest rate swaps:
|
|
|
|
|
|
Receiving floating, pay fixed
|
1,250,000
|
|
2018 to 2021
|
1.13% to 1.94%
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
||||||||||||||
|
(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
|
17,879
|
|
|
—
|
|
|
17,879
|
|
|
10,166
|
|
|
—
|
|
|
10,166
|
|
|
|
|
Six Months Ended
June 30, |
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Management and administrative services revenue (a)
|
3,877
|
|
2,571
|
|
|
Ship management fees revenue (b)
|
2,600
|
|
2,138
|
|
|
Charterhire expense (c)
|
—
|
|
(9,089
|
)
|
|
Interest expense on deposits payable (d)
|
(4,484
|
)
|
(1,404
|
)
|
|
Total
|
1,993
|
|
(5,784
|
)
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Deposit payable (d)
|
(177,247
|
)
|
(177,247
|
)
|
|
Methane Princess security lease deposit movement (e)
|
(3,143
|
)
|
(3,464
|
)
|
|
Trading balances owing to Golar Partners and affiliates (f)
|
(7,040
|
)
|
(4,144
|
)
|
|
Total
|
(187,430
|
)
|
(184,855
|
)
|
|
a)
|
Management and administrative services agreement -
On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management Limited ("Golar Management"), a wholly-owned subsidiary of Golar, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to
5%
of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing
120 days
written notice.
|
|
b)
|
Ship management fees
- Golar and certain of its affiliates charge ship management fees to Golar Partners for the provision of technical and commercial management of Golar Partners' vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by Golar Management. Golar Partners may terminate these agreements by providing
30 days
written notice.
|
|
c)
|
Charterhire expenses -
For the six months ended
June 30, 2017
, this consists of charterhire expenses that we incurred for the charter back from Golar Partners of the
Golar Grand
,
less any time charter revenues that Golar Partners generated through subleasing the
Golar Grand
from Golar during the period
.
On November 1, 2017, the
Golar Grand
arrangement concluded.
|
|
d)
|
Interest expense on deposits payable
|
|
e)
|
Methane Princess Lease security deposit movements
- This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement. Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease.
|
|
f)
|
Trading balances
- Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, interest expense and expenses for management, advisory and administrative services and may include working capital adjustments in respect of disposals to the Partnership, as well as charterhire expenses. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and
|
|
g)
|
Distributions from Golar Partners
- During the six months ended June 30, 2018 and June 30, 2017, we received total distributions from Golar Partners of
$26.2 million
and
$25.7 million
, respectively in respect of the common units and general partner units owned by us.
|
|
|
Six Months Ended
June 30, |
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Management and administrative services revenue
|
2,457
|
|
1,819
|
|
|
Ship management fees income
|
700
|
|
278
|
|
|
Debt guarantee compensation (a)
|
361
|
|
402
|
|
|
Other
|
(247
|
)
|
—
|
|
|
Total
|
3,271
|
|
2,499
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Trading balances due to Golar Power and affiliates (b)
|
(6,803
|
)
|
(935
|
)
|
|
Total
|
(6,803
|
)
|
(935
|
)
|
|
a)
|
Debt guarantee compensation -
In connection with the closing of the formation of the joint venture Golar Power with Stonepeak, Golar Power entered into agreements to compensate Golar in relation to certain debt guarantees relating to Golar Power and its subsidiaries. This compensation amounted to an aggregate of
$0.4 million
and
$0.4 million
income for the
six
months ended
June 30, 2018
and
2017
, respectively.
|
|
b)
|
Trading balances
- Receivables and payables with Golar Power and its subsidiaries are comprised primarily of unpaid management fees, charterhire expenses, advisory and administrative services and may include working capital adjustments in connection with the initial formation of the joint venture and transaction with Stonepeak. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances owing to or due from Golar Power and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Power, including ship management and administrative service fees due to us.
|
|
|
Six Months Ended
June 30, |
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Management and administrative services revenue
|
1,399
|
|
2,708
|
|
|
Total
|
1,399
|
|
2,708
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Trading balances due from OneLNG (a)
|
10,912
|
|
7,898
|
|
|
Total
|
10,912
|
|
7,898
|
|
|
a)
|
Trading balances
- Receivables and payables with One LNG and its subsidiaries are comprised primarily of unpaid management fees, charterhire expenses, advisory and administrative services. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances owing to or due from OneLNG are unsecured, interest-free and intended to be settled in the ordinary course of business.
|
|
|
Six Months Ended
June 30, |
|||
|
(in thousands of $)
|
2018
|
|
2017
|
|
|
Time and voyage charter revenues
|
64,605
|
|
27,705
|
|
|
Time charter revenues - collaborative arrangement
|
19,353
|
|
11,739
|
|
|
Voyage, charterhire and commission expenses
|
(8,600
|
)
|
(82
|
)
|
|
Voyage, charterhire and commission expenses - collaborative arrangement
|
(30,897
|
)
|
(12,772
|
)
|
|
Net income from the Cool Pool
|
44,461
|
|
26,590
|
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Cool Pool (a)
|
10,514
|
|
14,004
|
|
|
|
10,514
|
|
14,004
|
|
|
a)
|
Trade accounts receivable includes amounts due from the Cool Pool arising from our collaborative arrangement, amounting to
$10.5 million
as of
June 30, 2018
(December 31, 2017:
$14.0 million
). From our participation in the Cool Pool, we recognized net income of
$44.5 million
and
$26.6 million
for the
six
months ended
June 30, 2018
and
2017
, respectively.
|
|
(in thousands of $)
|
June 30, 2018
|
|
December 31, 2017
|
|
|
Book value of vessels secured against long-term loans
|
3,299,901
|
|
2,032,747
|
|
|
1.
|
DEFINITIONS 1
|
|
1.1
|
Defined Terms. 1
|
|
1.2
|
Number and Gender.
6
|
|
2.
|
ORGANIZATION
6
|
|
2.1
|
Formation.
6
|
|
2.2
|
Name.
6
|
|
2.3
|
Purposes.
6
|
|
2.4
|
Registered Office; Registered Agent.
6
|
|
2.5
|
Principal Office.
6
|
|
2.6
|
Term.
6
|
|
2.7
|
Limited Liability of the Members.
7
|
|
2.8
|
LLC Certificate.
7
|
|
2.9
|
Tax Status.
7
|
|
2.10
|
Transfer of Membership Interest; Pledge of Membership Interest.
7
|
|
2.11
|
Right of First Refusal.
8
|
|
3.
|
OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
9
|
|
3.1
|
Initial Capital Contributions.
9
|
|
3.2
|
Unit Issuances
9
|
|
3.3
|
Issuances of Additional Membership Interests
9
|
|
3.4
|
Additional Capital Contributions.
10
|
|
3.5
|
Liability Limited to Capital Contributions.
10
|
|
3.6
|
No Interest on Capital Contributions.
10
|
|
3.7
|
Capital Accounts.
10
|
|
3.8
|
Allocations.
11
|
|
4.
|
MANAGEMENT
11
|
|
4.1
|
Management.
11
|
|
4.2
|
Resignation of Managing Member.
11
|
|
4.3
|
Officers.
11
|
|
4.4
|
Compensation of Managing Member and Officers.
13
|
|
4.5
|
Indemnification.
13
|
|
4.6
|
Liability of Indemnitees.
15
|
|
4.7
|
Standards of Conduct and Modification of Duties.
15
|
|
4.8
|
Actions Required by Members.
16
|
|
5.
|
DISTRIBUTIONS
17
|
|
5.1
|
Reserves and Distributions.
17
|
|
5.2
|
Priority of Distributions.
17
|
|
6.
|
SERIES A SPECIAL UNITS
18
|
|
6.1
|
Designation.
18
|
|
6.2
|
Distributions.
18
|
|
6.3
|
Redemption.
19
|
|
6.4
|
Liquidation Rights.
19
|
|
6.5
|
Voting Rights.
19
|
|
6.6
|
Rank.
19
|
|
6.7
|
Insurance Proceeds
20
|
|
7.
|
SERIES B SPECIAL UNITS
20
|
|
7.1
|
Designation.
20
|
|
7.2
|
Distributions.
20
|
|
7.3
|
Redemption.
21
|
|
7.4
|
Liquidation Rights.
21
|
|
7.5
|
Voting Rights.
21
|
|
7.6
|
Rank.
22
|
|
7.7
|
Insurance Proceeds
22
|
|
8.
|
BOOKS AND RECORDS; FISCAL YEAR; BANK ACCOUNTS; ACCOUNTING PRINCIPLES; INFORMATION
22
|
|
8.1
|
Books and Records.
22
|
|
8.2
|
Fiscal Year.
22
|
|
8.3
|
Bank Accounts.
22
|
|
8.4
|
Accounting Principles.
23
|
|
8.5
|
Information.
23
|
|
9.
|
DISSOLUTION AND LIQUIDATION
23
|
|
10.
|
MISCELLANEOUS
24
|
|
10.1
|
Complete Agreement.
24
|
|
10.2
|
Governing Law.
24
|
|
10.3
|
Headings.
24
|
|
10.4
|
Severability.
24
|
|
10.5
|
No Third Party Beneficiary.
24
|
|
10.6
|
Amendment.
24
|
|
10.7
|
Arbitration.
25
|
|
1.
|
DEFINITIONS
|
|
1.1
|
Defined Terms.
|
|
1.2
|
Number and Gender.
|
|
2.
|
ORGANIZATION
|
|
2.1
|
Formation.
|
|
2.2
|
Name.
|
|
2.3
|
Purposes.
|
|
2.4
|
Registered Office; Registered Agent.
|
|
2.5
|
Principal Office.
|
|
2.6
|
Term.
|
|
2.7
|
Limited Liability of the Members.
|
|
2.8
|
LLC Certificate.
|
|
2.9
|
Tax Status.
|
|
2.10
|
Transfer of Membership Interest; Pledge of Membership Interest.
|
|
2.11
|
Right of First Refusal.
|
|
3.
|
OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
|
|
3.1
|
Initial Capital Contributions.
|
|
3.2
|
Unit Issuances
|
|
3.3
|
Issuances of Additional Membership Interests
|
|
3.4
|
Additional Capital Contributions.
|
|
3.5
|
Liability Limited to Capital Contributions.
|
|
3.6
|
No Interest on Capital Contributions.
|
|
3.7
|
Capital Accounts.
|
|
3.8
|
Allocations.
|
|
4.
|
MANAGEMENT
|
|
4.1
|
Management.
|
|
4.2
|
Resignation of Managing Member.
|
|
4.3
|
Officers.
|
|
4.4
|
Compensation of Managing Member and Officers.
|
|
4.5
|
Indemnification.
|
|
4.6
|
Liability of Indemnitees.
|
|
4.7
|
Standards of Conduct and Modification of Duties.
|
|
4.8
|
Actions Required by Members.
|
|
5.
|
DISTRIBUTIONS
|
|
5.1
|
Reserves and Distributions.
|
|
5.2
|
Priority of Distributions.
|
|
6.
|
SERIES A SPECIAL UNITS
|
|
6.1
|
Designation.
|
|
6.2
|
Distributions.
|
|
6.3
|
Redemption.
|
|
6.4
|
Liquidation Rights.
|
|
6.5
|
Voting Rights.
|
|
6.6
|
Rank.
|
|
6.7
|
Insurance Proceeds
|
|
7.
|
SERIES B SPECIAL UNITS
|
|
7.1
|
Designation.
|
|
7.2
|
Distributions.
|
|
7.3
|
Redemption.
|
|
7.4
|
Liquidation Rights.
|
|
7.5
|
Voting Rights.
|
|
7.6
|
Rank.
|
|
7.7
|
Insurance Proceeds
|
|
8.
|
BOOKS AND RECORDS; FISCAL YEAR; BANK ACCOUNTS; ACCOUNTING PRINCIPLES; INFORMATION
|
|
8.1
|
Books and Records.
|
|
8.2
|
Fiscal Year.
|
|
8.3
|
Bank Accounts.
|
|
8.4
|
Accounting Principles.
|
|
8.5
|
Information.
|
|
9.
|
DISSOLUTION AND LIQUIDATION
|
|
10.
|
MISCELLANEOUS
|
|
10.1
|
Complete Agreement.
|
|
10.2
|
Governing Law.
|
|
10.3
|
Headings.
|
|
10.4
|
Severability.
|
|
10.5
|
No Third Party Beneficiary.
|
|
10.6
|
Amendment.
|
|
10.7
|
Arbitration.
|
|
(b)
|
Off-Spec LNG;
|
|
(d)
|
Demurrage Event;
|
|
(e)
|
LNG shortfalls pursuant to the Perenco Contract;
|
|
(f)
|
Retainage in excess of the Operations Retainage Limit or during the Commissioning Period, Retainage in excess of the Commissioning Retainage Limit); or
|
|
(g)
|
terms or provisions in any other tolling agreement (or other agreement related thereto) then in effect that are similar to those set forth in (a) through (f) above relating to any similar claims or conditions.
|
|
(a)
|
Incremental Perenco Cash
less
Incremental Tax Expense for such Series A Distribution Period;
divided by
the total cash received by Hilli Corp, before deducting any Underperformance Costs, during such Distribution Period;
multiplied
by
|
|
|
|
|
|
|
(a)
|
Incremental Cash
less
Incremental Costs
less
Revenue Reduction for such Distribution Period;
divided by
the total cash received by Hilli Corp, before deducting any Underperformance Costs, during such Distribution Period;
multiplied
by
|
|
|
Revenue
|
Pro-Rata Share of Underperformance Costs
|
Net revenue
|
|
Total cash received excluding Incremental Perenco Revenues related to Series A Special Units and Revenues Less Expenses related to Series B Special Units (in all cases, before Underperformance Costs)
|
600
|
(100)
|
500
|
|
Incremental Perenco Revenues due to Series A Holders before Underperformance Costs
|
300
|
(50)
|
250
|
|
Revenue Less Expenses due to Series B Holders before Underperformance Costs
|
300
|
(50)
|
250
|
|
Total Cash Received Before Underperformance Costs
|
1200
|
|
|
|
Underperformance Costs
|
(200)
|
|
|
|
Total Cash Received After Underperformance Costs
|
1000
|
(200)
|
1000
|
|
Signature (Owners)
/s/ Yang Li
|
Signature (Charterers)
/s/ Brian Tienzo
|
|
1.
|
Definitions (See also Additional Clause 32)
|
|
2.
|
Charter Period (Also see Additional Clauses 37,39 and 40)
|
|
3.
|
Delivery (Also see Additional Clauses 32 and 35)
|
|
(a)
|
The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in every respect ready in hull, machinery and equipment for service under this Charter.
|
|
(b)
|
The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.
|
|
(c)
|
The delivery of the Vessel by the Owners
and the taking over of the Vessel by the charterers
shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel
but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.
|
|
4.
|
Time for Delivery (See Additional Clause 32)
|
|
5.
|
Cancelling
(not applicable when Part III applies, as indicated in Box 37)
|
|
(a)
|
Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.
|
|
(b)
|
If it appears that the Vessel will be delayed beyond the cancelling, the Owners may, as soon as they
are in a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty eight (168) running hours of the receipt by the Charterers of such notice or within thirty six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.
|
|
(c)
|
Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.
|
|
6.
|
Trading Restrictions
|
|
7.
|
Surveys on Delivery and Redelivery
|
|
8.
|
Inspection (see Additional Clause 49)
|
|
(a)
|
to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Charterer Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;
|
|
(b)
|
in dry-dock if the Charterers have not dry-docked her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and
|
|
(c)
|
for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Charterer Owners.
|
|
9.
|
Inventories, Oil and Stores (Also see Additional Clauses)
|
|
10.
|
Maintenance and Operation
|
|
(a)
|
(i)
Maintenance and Repairs
|
|
(b)
|
Operation of the Vessel
|
|
(c)
|
The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably required.
|
|
(d)
|
Flag and Name of Vessel
|
|
(e)
|
Changes to the Vessel
(
See also Additional Clause 51
)
|
|
(f)
|
Use of the Vessel's Outfit, Equipment and Appliances
|
|
(g)
|
Periodical Dry-Docking
|
|
11.
|
Hire (see also Additional Clauses 39 and 40)
|
|
(a)
|
The Charterers shall pay (or be deemed to have paid, where applicable) hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be of the essence.
|
|
(b)
|
The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel's delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.
|
|
(c)
|
Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.
|
|
(d)
|
Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be effected accordingly.
|
|
(e)
|
Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd's, whichever occurs first. Any hire paid in advance to be adjusted accordingly.
|
|
(f)
|
Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months interbank offered rate in London (LIBOR or its successor) for the currency stated in Box 25, as quoted by the British Bankers' Association (BBA) on the date when the hire fell due, increased by 2 per cent., shall apply.
|
|
(g)
|
Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the Owners' invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.
|
|
12.
|
Mortgage (See also Additional Clause 43)
|
|
*(a)
|
The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.
|
|
*(b)
|
The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment. insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.
|
|
13.
|
Insurance and Repairs (see also Additional Clause 41)
|
|
*(a)
|
During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be un-reasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.
|
|
*(b)
|
If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.
|
|
*(c)
|
The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.
|
|
*(d)
|
Subject to the provisions of the Financial lnstrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in this Clause.
|
|
*(e)
|
The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.
|
|
*(f)
|
For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.
|
|
14.
|
Insurance, Repairs and Classification (See Additional Clauses)
|
|
*(a)
|
During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.
|
|
*(b)
|
During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.
|
|
*(c)
|
In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.
|
|
*(d)
|
The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities, to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.
|
|
*(e)
|
The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.
|
|
*(f)
|
All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.
|
|
*(g)
|
If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.
|
|
*(h)
|
Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.
|
|
*(i)
|
If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.
|
|
*(j)
|
The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.
|
|
*(k)
|
For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.
|
|
*(l)
|
Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.
|
|
15.
|
Redelivery (See also Additional Clause 51)
|
|
16.
|
Non‑Lien
|
|
17.
|
Indemnity (See Also Additional Clause 52)
|
|
*(a)
|
The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
|
|
*(b)
|
If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
|
|
18.
|
Lien
|
|
19.
|
Salvage
|
|
20.
|
Wreck Removal
|
|
21.
|
General Average
|
|
22.
|
Assignment, Sub‑Charter and sale
|
|
*(a)
|
Subject to the Additional Clauses, the
The
Charterers shall not assign this Charter nor sub‑charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners
, which shall not be unreasonably withheld,
and subject to such terms and conditions as the Owners shall approve.
|
|
*(b)
|
The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.
|
|
23.
|
Contracts of Carriage
|
|
*(a)
|
The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague‑Visby Rules. The documents shall also contain the New Jason Clause and the Both‑to‑Blame Collision Clause
.
|
|
*(b)
|
The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier’s liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.
|
|
24.
|
Bank Guarantee
|
|
25.
|
Requisition/Acquisition
|
|
*(a)
|
In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.
|
|
*(b)
|
In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as “Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”. In such event Charter Hire to be considered as earned and to be paid up to the date and time of such “Compulsory Acquisition”.
|
|
26.
|
War
|
|
*(a)
|
For the purpose of this Clause, the words 'War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.
|
|
*(b)
|
The Vessel, unless the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.
|
|
*(c)
|
The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.
|
|
*(d)
|
If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
|
|
*(e)
|
The Charterers shall have the liberty:
|
|
(i)
|
to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
|
|
(ii)
|
to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
|
|
(iii)
|
to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.
|
|
*(f)
|
In the event of outbreak of war (whether there be a declaration of war or not)
(i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at sea at a near, open and safe port as directed by the Owners. In all cases
hire shall continue to be paid in accordance with Clause 11 and
except as aforesaid
all other provisions of this Charter shall continue to apply
until redelivery
.
|
|
27.
|
Commission
|
|
28.
|
Termination (See Additional Clauses 44 and 45)
|
|
*(a)
|
Charterers' Default
|
|
(i)
|
the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;
|
|
(ii)
|
the Charterers fail to comply with the requirements of:
|
|
(1)
|
Clause 6 (Trading Restrictions)
|
|
(2)
|
Clause 13(a) (Insurance and Repairs)
|
|
(iii)
|
the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.
|
|
*(b)
|
Owners' Default
|
|
*(c)
|
Loss of Vessel
|
|
(d)
|
Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.
|
|
(e)
|
The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.
|
|
29.
|
Repossession (See Additional Clause 45 and 51)
|
|
30.
|
Dispute Resolution (See Additional Clause 56)
|
|
*(a)
|
This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified. the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
|
|
*(b)
|
This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.
|
|
*(c)
|
This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.
|
|
*(d)
|
Notwithstanding (a), (b) or (c) above
Additional Clause 54, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract if the monetary value of the subject matter of such difference and/or dispute does not exceed one hundred and fifty thousand US Dollars (US$150,000) or the equivalent in any other currency.
|
|
(i)
|
Either Party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation.
|
|
(ii)
|
The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.
|
|
(iii)
|
If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.
|
|
(iv)
|
The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.
|
|
(v)
|
Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.
|
|
(vi)
|
Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator’s costs and expenses.
|
|
(vii)
|
The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.
|
|
*(e)
|
If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.
|
|
31.
|
Notices (See Additional Clause 53)
|
|
*(a)
|
Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.
|
|
1.
|
Specifications and EPC Contract
|
|
(a)
|
The Vessel shall be converted in accordance with the Building Contract (hereafter called “the EPC Contract”) as annexed to this Charter, made between the Builders and the Charterers and in accordance with the specifications and plans annexed thereto, such EPC Contract, specifications and plans having been counter-signed as approved by the Owners.
|
|
(b)
|
No change shall be made in the EPC Contract or in the specifications or plans of the Vessel as approved by the Owners as aforesaid, without the Owners’ consent, other than Permitted Amendments (as defined in the Common Terms Agreement made between the Owners, the Charterers, and Golar LNG Limited and dated on or about the date hereof).
|
|
(c)
|
The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.
|
|
(d)
|
The Vessel shall be built in accordance with the Conversion Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders.
The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel’s performance or specification or defects, if any.
Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterer shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred.
|
|
2.
|
Time and Place of Delivery
|
|
(a)
|
Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided by the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance subject to Clause 1(b), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied as to the seaworthiness of the Vessel or in respect of delay in delivery.
|
|
(b)
|
If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owner shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.
|
|
(c)
|
If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon
|
|
(i)
|
If the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or
|
|
(ii)
|
If the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/or take delivery of the Vessel from the Builders and deliver her to the Charterers.
|
|
(iii)
|
In no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;
|
|
(iv)
|
if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.
|
|
(d)
|
Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.
|
|
3.
|
Guarantee Works
|
|
4.
|
Name of Vessel
|
|
5.
|
Survey on Redelivery
|
|
1.
|
Definitions
|
|
2.
|
Mortgage
|
|
3.
|
Termination of Charter by Default
|
|
Clause 32.
|
DELIVERY OF THE VESSEL
|
|
32.1
|
Upon the Notice of Actual Readiness being served pursuant to clause 6.2 of the MOA, the Vessel shall be delivered by the Bareboat Charterer (as seller) to the Owner (as buyer) under the MOA, and provided that the conditions precedent set out in Clause 60.2 have been fully satisfied (unless waived by the Owner), the Vessel shall be deemed to have been simultaneously delivered to and accepted (without reservation) by the Bareboat Charterer under this Bareboat Charter, regardless whether the Bareboat Charterer is able to take the possession and/or use of the Vessel. The Bareboat Charterer shall not be entitled for whatever reason to refuse to accept Delivery of the Vessel under this Bareboat Charter.
|
|
32.2
|
The Owner shall have no responsibility for any loss and/or damage incurred by the Bareboat Charterer as a result of any delay in delivery of the Vessel to the Bareboat Charterer for whatsoever reason.
|
|
32.3
|
Without prejudice to the provisions of Clauses 32.1 and 32.2, the Owner and the Bareboat Charterer shall on the Delivery Date sign the Protocol of Delivery and Acceptance in the form as attached in Appendix I hereof.
|
|
32.4
|
Unless the conditions set out in Clause 4.2 of the MOA are satisfied, the Buyer shall not be obliged to take delivery of the Vessel under the MOA and is entitled to cancel the MOA. If the Owner elects not to cancel the MOA but to choose instead to waive any condition in Clause 4.2 of the MOA and take delivery of the Vessel, the Buyer shall not be liable to the Bareboat Charterer for any losses and/or damages incurred by the Bareboat Charterer occasioned by any delay in delivery to the Bareboat Charterer under the Bareboat Charter.
|
|
CLAUSE 33.
|
LIMITATION ON OWNER’S LIABILITY
|
|
33.1
|
The Bareboat Charterer hereby expressly acknowledges and agrees that:
|
|
(a)
|
the Owner makes no condition, term, representation or warranty, express or implied (and whether statutory, contractual or otherwise) as to the Owner’s title to the Vessel or as to the seaworthiness, merchantability, classification, condition, design, quality, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Bareboat Charterer or (as the case may be) deemed delivery of the Vessel to the Bareboat Charterer under this Bareboat Charter shall be final and conclusive proof evidencing that, for the purposes of the obligations and liabilities of the Owner hereunder or in connection herewith, the Vessel is on the Delivery Date seaworthy and satisfies all provisions, requirements and specifications of this Bareboat Charter, and that the Vessel is in good working order and repair and without defect or inherent vice whether or not discoverable by the Bareboat Charterer;
|
|
(b)
|
The Bareboat Charterer hereby waives any and all of its rights in respect of any condition, term, representation or warranty whether express or implied (statutory or otherwise) on the part of the Owner and all of its claims against the Owner howsoever and whatsoever that may arise in respect of the Vessel or the Owner's title thereto, or all of its rights therein or arising out of the operation of the Vessel or the chartering thereof under this Bareboat Charter (including in respect of the seaworthiness or otherwise of the Vessel) unless this is caused by the gross negligence or wilful misconduct of the Owner;
|
|
(c)
|
The Bareboat Charterer agrees that the Owner shall be under no liability to supply any replacement ship or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Bareboat Charterer or any other Group Member or any other party to the Transaction Documents as a result of the Vessel being unusable;
|
|
(d)
|
the Bareboat Charterer confirms that it has not, in entering into this Bareboat Charter, relied on any condition, warranty or representation by the Owner or any person on the Owner’s behalf (whether authorised or not), express or implied, whether arising by law or otherwise in relation to the Vessel, including, without limitation, conditions, warranties or representations as to the description, seaworthiness, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the Vessel, and the benefit of any such condition, warranty or representation by the Owner is hereby irrevocably and unconditionally waived by the Bareboat Charterer. To the extent permissible under applicable law, the Bareboat Charterer also waives any rights which it may have in tort in respect of any of the matters referred to above and irrevocably agrees that the Owner shall have no greater liability in tort in respect of any such matter than it would have in contract after taking account of all the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part of the Vessel is
|
|
(e)
|
In particular, and without prejudice to the generality of the foregoing, the Owner shall be under no liability whatsoever and howsoever arising in respect of the sickness, injury, death, loss, damage or delay of or to or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the seaworthiness, merchantability, classification, condition, design, quality, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel other than if such injury or death arises as a result of the gross negligence or wilful misconduct of the Owner, and the Bareboat Charterer agrees to indemnify, defend and hold the Owner harmless from any of above liabilities (other than injury or death if they arise from the gross negligence or wilful misconduct of the Owner); and
|
|
(f)
|
The Owner (including any of its shareholders, Affiliates, consultants, agents and their respective shareholders, directors, officers, employees, or representatives) shall not under any circumstances be liable to the Bareboat Charterer’s (including any of its assigns, novatees, successors, shareholders, Affiliates, consultants, agents, Managers, clients and their respective shareholders, directors, officers, employees, or representatives) for any indirect, special, exemplary, punitive or consequential losses and damages, arising from, or relating to or in connection with the Bareboat Charterer (including but not limited to loss of profit, loss of use, loss of production, loss of revenue, loss of time, loss of contracts or otherwise, in all cases where direct or indirect) irrespective of cause (in contract, at law, in tort or otherwise) unless otherwise provided for in Clause 33.1(b) above in case of injury or death as a result of the gross negligence or wilful misconduct of the Owner.
|
|
(g)
|
If any defects, repairs or replacements are required for the Vessel within any applicable period of warranty pursuant to the relevant Conversion Contract, the Owner agrees to use reasonable efforts to assist the Bareboat Charterer in requiring the Builder to repair, replace or remedy any defects which are subject of the warranty or recover from the Builder any expenditure incurred in carrying out such repairs, remedies or replacements by the Bareboat Charterer. The cost of any assistance rendered by the Owner shall be for the Bareboat Charterer.
|
|
CLAUSE 34.
|
MANAGEMENT AND CREW
|
|
(a)
|
The Managers or other internationally recognised and reputable manager(s) shall be appointed by the Bareboat Charterer to provide and oversee the technical and/or commercial management of the Vessel in accordance with the scope of each relevant Management Agreement which must be in form and substance approved by the Owner. The Bareboat Charterer reserves the right/flexibility to change the Manager, subject to Owner's prior written consent (which shall not be unreasonably withheld or delayed). Without prejudice to the foregoing, the Bareboat Charterer is fully responsible for the technical management of the Vessel (including the arrangements regarding the crew and insurance) at the Bareboat Charterer’s own risk and expense.
|
|
(b)
|
The Bareboat Charterer shall ensure that properly qualified officers and ratings are engaged to man the Vessel throughout the Charter Period in accordance with the requirements of the Flag State and Insurances.
|
|
(c)
|
In the event that following notification by the Owner, the Bareboat Charterer fails to comply or remedy the non-compliance with any provisions of Clause 34(a) within a period of five (5) days or of Clause 34(b) within a period of fourteen (14)
|
|
CLAUSE 35.
|
FLAG AND CLASS
|
|
CLAUSE 36.
|
IMPROVEMENT, ADDITIONS AND CHANGES
|
|
36.1
|
Subject to Clause 10(a)(ii) in Part II of this Bareboat Charter and the Owner’s consent, the Bareboat Charterer has the right to fit additional equipment and to make improvements and additions at its expense and risk provided that if such additional equipment, improvements and additions cannot be removed from the Vessel without causing any damage to the Vessel, such damage will be made good by the Bareboat Charterer at its time and expense, and always subject to the satisfaction of the Classification Society’s surveyor. Title to such additional equipment, improvement and addition not removed prior to redelivery of the Vessel shall vest in the Owner on such re-delivery, without requirement for compensation.
|
|
36.2
|
Subject to Clause 10(a)(ii) in Part II of this Bareboat Charter, the Bareboat Charterer shall, subject to obtaining the Classification Society’s surveyor’s consent, have the right to make structural improvements, additions and changes to the Vessel at the Bareboat Charterer's time, expense and risk provided that the same will not diminish the Market Value, marketability or the title of the Vessel during or at the end of the Charter Period.
|
|
36.3
|
Notwithstanding the above, the Bareboat Charterer shall defend, indemnify and hold harmless the Owner against any proven and, if applicable, documented loss, damage or expense incurred by the Owner arising out of or in relation to (i) any additional equipment, improvements and/or additions; and/or (ii) any structural improvements, additions and/or changes, fitted or made to the Vessel.
|
|
36.4
|
During the Charter Period, the Bareboat Charterer shall have the liberty to:
|
|
(a)
|
paint the Vessel in such colours as it may determine;
|
|
(b)
|
change the name of the Vessel;
|
|
CLAUSE 37.
|
CHARTER PERIOD
|
|
37.1
|
The Charter Period shall be one hundred and twenty (120) calendar months with effect from the Delivery Date unless otherwise terminated in accordance with the terms of this Bareboat Charter.
|
|
CLAUSE 38.
|
UPFRONT AMOUNT
|
|
38.1
|
Upfront -Payment
|
|
38.2
|
Value Maintenance Ratio
|
|
(i)
|
pay to the Owner an amount sufficient to rectify the non-compliance of the Value Maintenance Ratio; or
|
|
(ii)
|
pay such amount to the Owner to reduce the Charter-hire Principal to rectify the non-compliance of the Value Maintenance Ratio,
|
|
38.3
|
Forfeiture
|
|
CLAUSE 39.
|
CHARTER-HIRE
|
|
39.1
|
The Bareboat Charterer shall pay Charter-hire quarterly in advance to the Owner’s Account on each Charter-hire Payment Date. Such Charter-hire shall consist of:
|
|
(a)
|
40 consecutive equal quarterly payments of 1.375% of the Purchase Price (“
Fixed Charter-Hire
”); and
|
|
(b)
|
Interest accrued on the Charter-hire Principal in respect of the actual number of days elapsed during the Hire Calculation Period ending on the relevant Payment Date calculated on the basis of a year of three hundred sixty (360) days at a rate per annum which is the sum of (a) the Margin and (b) LIBOR in respect of such Hire Calculation Period (“
Variable Charter-Hire
”).
|
|
(a)
|
the Margin; and
|
|
(b)
|
the rate notified to the Bareboat Charterer by the Owner as soon as practicable and in any event before Variable Charter-Hire is due to be paid in respect of that Hire Calculation Period, to be that which expresses as a percentage rate per annum the cost to the Owner of funding the Charter-hire Principal from whatever comparable source it may select.
|
|
(a)
|
at or about noon (London time) on the Quotation Day for the relevant Hire Calculation Period the relevant rate on the Thomson Reuters screen is not available and none or only one of leading banks in the London interbank market supplies a rate to the Owner to determine LIBOR for Dollars for the relevant Hire Calculation Period; or
|
|
(b)
|
before close of business in Hong Kong on the Quotation Day for the relevant Hire Calculation Period, the cost to the Owner of funding the Charter-hire Principal from whatever source it may select would be in excess of LIBOR;
|
|
39.2
|
The Vessel shall not be deemed off-hire at any time and the Bareboat Charterer’s obligation to pay all Charter-hire and all other amounts payable under this Bareboat Charter and/or the Acceptable Sub-Charter shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever and whether or not similar to any of the matters set out in paragraphs (a) to (l) below, including, without limitation:
|
|
(a)
|
any termination of the Acceptable Sub-Charter for whatever reason and any period following such termination where the Vessel has no employment;
|
|
(b)
|
any set-off, counterclaim, recoupment, defence or other right which the Bareboat Charterer may at any time have against the Owner or any other person for any reason whatsoever;
|
|
(c)
|
the unavailability of the Vessel for any reason, including (but not limited to) any invalidity or other defect in the title, the seaworthiness, condition, design, operation, performance, capacity, merchantability, security interest, or fitness for use or eligibility of the Vessel for any particular trade or operation or for documentation under the laws of any country or any damage to the Vessel;
|
|
(d)
|
any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Bareboat Charterer, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;
|
|
(e)
|
any incapacity or defect in powers of the Bareboat Charterer, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of the Bareboat Charterer;
|
|
(f)
|
any damage to or loss (including a Total Loss, subject to the terms of this Bareboat Charter), destruction, capture, seizure, judicial attachment or arrest, forfeiture or marshal's or other sale of the Vessel;
|
|
(g)
|
any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction, prevention, interference, interruption or cessation in the use or possession thereof by the Bareboat Charterer for any reason whatsoever, or any inability to engage in any particular trade;
|
|
(h)
|
any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Bareboat Charterer;
|
|
(i)
|
any failure or delay on the part of the Owner whether with or without fault on its part, in performing or complying with any of the terms or covenants hereof unless such failure constitutes an Owner’s Default;
|
|
(j)
|
any lack of due authorizations or documentation for the Vessel for any particular trade or use, or invalidity, illegality or other defect of this Bareboat Charter;
|
|
(k)
|
any event or declaration of Force Majeure affecting the Acceptable Sub-Charter to the extent that the performance of the obligations of the parties to the Acceptable Sub-Charter are suspended save for the obligation to pay Sub-Charter Hire which remains payable; and
|
|
(l)
|
any circumstances which, but for this provision, might operate to exonerate the Bareboat Charterer from liability, whether in whole or in part, under this Bareboat Charter.
|
|
39.3
|
Notwithstanding anything to the contrary contained in this Bareboat Charter, all payments by the Bareboat Charterer hereunder (whether by way of Charter-hire or otherwise) shall be made:
|
|
(a)
|
on or before the relevant Charter-hire Payment Date and; if any day for the making of any payment hereunder is not a Business Day, the due date for payment of the same shall be the immediately preceding Business Day; and
|
|
(b)
|
in US Dollars in funds for same day value to the Owner’s Account or to such other bank account as may from time to time be notified by the Owner to the Bareboat Charterer by not less than five (5) days’ prior written notice.
|
|
39.4
|
All payments under this Bareboat Charter shall be made without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or on account of, any present or future income, freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature (collectively "
Taxes
"). If the Bareboat Charterer is so required to make any withholding or deduction from any such payment, the sum due from the Bareboat Charterer in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owner receives a net sum equal to the amount which they would have received had no such withholding or deduction been required to be made. The Bareboat Charterer shall promptly deliver to the Owner any receipts, certificates or other proof evidencing the amounts, if any, paid or payable in respect of any such withholding or deduction as aforesaid.
|
|
39.5
|
In the event of failure by the Bareboat Charterer to pay on the due date for payment thereof, or in the case of any sum payable on demand, the date of demand therefor, any Charter-Hire or other amount payable by it under this Bareboat Charter, the Owner may make a demand under the Bareboat Charter Guarantee to settle any due but unpaid Charter-Hire or any other amount payable by the Bareboat Charterer under this Bareboat Charter.
|
|
39.6
|
In addition, the Bareboat Charterer shall pay to the Owner on demand interest on such Charter-Hire from the day following the due date to the date of actual payment (both before and after any relevant judgment or winding up of the Bareboat Charterer) at the rate of percent 2% per annum. Any interest payable under this Bareboat Charter shall accrue from day to day and shall be calculated on the actual number of days and shall be compounded at such intervals as the Owner shall determine and shall be payable on demand.
|
|
39.7
|
Time of payment of the Charter-hire and all other sums payable under this Bareboat Charter shall be of the essence in this Bareboat Charter subject to any applicable grace periods for payment.
|
|
CLAUSE 40.
|
COVENANTS ON SUB-CHARTER AND CHARTER-HIRE
|
|
40.1
|
The Bareboat Charterer shall ensure that the Vessel is continually employed throughout the Charter Period either by the Acceptable Sub-Charterer or, subject to compliance with the terms of Clause 40.2, on time charter basis to another party, at all times and in either case, meeting the Minimum Debt Service Cover Ratio.
|
|
40.2
|
Provided that the Bareboat Charterer is in compliance with all the terms and conditions under this Bareboat Charter and further subject to Clause 40.4 below, the Bareboat Charterer shall have the right to sub-charter the Vessel on time charter basis to an Acceptable Sub-Charterer, provided that any and all such sub-charters (in any level) shall (a) not diminish, release or discharge any and all obligations and liabilities of the Bareboat Charterer hereunder, (b) not affect, reduce or prejudice any and all the rights, interests, benefits and remedies of the Owner (or the Lender or the Mortgagee) under this Bareboat Charter and applicable laws, (c) not impose upon the Owner any further obligations or liabilities other than those which have already expressly existed in the Bareboat Charter and which were known to the Owner at the date of the Bareboat Charter.
|
|
40.3
|
Without prejudice to Clause 40.3, if the Bareboat Charterer intends to let the Vessel to any party with a duration of more than one (1) calendar year (inclusive), the Bareboat
|
|
(a)
|
the Bareboat Charterer shall execute an assignment of such time charter in favour of the Owner in such form and substance required by the Owner whereby all the title, Earnings, interest and rights under such time charter shall be assigned to the Owner and shall use all reasonable efforts that the time charterer acknowledge such assignment to the Owner in writing in such form reasonably required by the Owner; and
|
|
(b)
|
the Bareboat Charterer shall irrevocably instruct such time charterer to pay all the moneys and Earnings payable to the Bareboat Charterer under the time charter exclusively to the Earnings Account and shall procure that the time charterer undertakes to the Owner in writing to comply with such payment instruction; and
|
|
(c)
|
if the Owner so requests, further create a charge over the Earnings Account in favour of the Owner and to do all the things to effect and perfect such charge, if the provisions of this clause 40.4 are not adhered to, the Owner shall have the right to demand additional security to be provided by the Bareboat Charterer to Owner’s satisfaction.
|
|
CLAUSE 41.
|
RISK AND INSURANCES
|
|
41.1
|
The Bareboat Charterer shall bear all risks whatsoever and howsoever arising from use, navigation, operation, possession and/or maintenance of the Vessel throughout the duration of the Bareboat Charter.
|
|
41.2
|
Insurance Coverage
|
|
(a)
|
The Bareboat Charterer undertakes to the Owner that throughout the Charter Period to insure and keep the Vessel insured pursuant to Box 29 and Box 31 of Part I, Clause 13 of Part II of this Bareboat Charter, and otherwise agreed hereof:
|
|
(i)
|
against fire and usual marine risks (including excess risks) on hull and machinery on terms not less wide than Nordic Marine Insurance Plan of 2013 or later versions, based on an amount not less than 125% of the total amount of the outstanding Charter-hire Principal;
|
|
(ii)
|
against 4/4ths RDC and 4/4ths FFO risks to be fully insured under the Hull and Machinery insurance and or PNI cover;
|
|
(iii)
|
against war risks, including terrorism cover and extended to:
|
|
(iv)
|
against full protection and indemnity risks with a member club of the International Group of P&I Clubs and in the international marine insurance market and to be at a limit which compares with market practice for similar type vessels (currently USD 1,000,000,000);
|
|
(v)
|
loss of hire insurance on a minimum of daily hire as per the Charter-hire for a limit of indemnity of 180 days;
|
|
(vi)
|
piracy loss of hire insurance on a minimum of daily hire as per the Charter-hire for a limit of indemnity of not less than 180 days, unless the above loss of hire insurance fully covers this risk;
|
|
(vii)
|
against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owner (following the agreement of the Bareboat Charterer, such agreement not to be unreasonably withheld) if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;
|
|
(b)
|
The Bareboat Charterer shall arrange at its cost Armed Guards on board in high risk areas, complying with the guidelines of Best Management Practice 4.
|
|
(c)
|
The Bareboat Charterer may, in its own discretion, take out FD&D cover and Charterer’s liability insurance. Such cover and insurance shall be for the sole account and benefit of the Bareboat Charterer.
|
|
(d)
|
The Owner shall be at liberty to take out the Innocent Owner’s (Lessor’s) Interest Insurance and Innocent Owner’s (Lessor’s) Interest Additional Perils Insurance in relation to the Vessel for an amount equivalent to the amounts set out in this Clause 41, and the Bareboat Charterer shall from time to time within seven (7) Business Days on demand reimburse the Owner for all reasonably and properly documented costs, premiums and expenses paid or incurred by the Owner in connection with the same provided that the Bareboat Charterer’s reimbursement shall be no more than the prevailing international market price;
|
|
(e)
|
Moreover, the Bareboat Charterer shall from time to time within seven (7) Business Days on demand reimburse the Owner for all reasonably and properly documented costs, premiums and expenses paid or incurred by the Owner in effecting Mortgagee’s Insurance Interest policy (MII) and Mortgagee’s Insurance Interest Additional Perils Insurance, and other insurance policies (if not covered under this Clause) if required by the Mortgagee in connection with the Owner’s Loan Agreement for the purpose of financing or re-financing the acquisition of the Vessel.
|
|
(f)
|
In case the Vessel is required to enter any port, place, or zone that is involved in a state of war, warlike operations, or hostilities, civil war, civil strife, rebellion, or piracy, whether or not such risks are real and or are wrongly perceived, or whether there be a declaration of war or not, or where it might reasonably be expected to be subject to capture, seizure or arrest, or to a hostile act by a belligerent power (the term ‘power’ means any de jure or de facto authority or any other purported governmental organization maintaining naval, military or air forces), the Bareboat Charterer shall effect such additional insurance cover in order to allow the Vessel to enter into any port, place or zone affected by any of the matters referred to in this Clause and shall provide the Owner with copy of the relevant insurance cover prior to the Vessel enter any port, place or zone affected by any of the matters referred to in this Clause 41.2.
|
|
(g)
|
The Bareboat Charterer shall pay the costs of such additional insurance cover.
|
|
41.3
|
General Terms and Conditions
|
|
(a)
|
In Dollars, free of cost and expense to the Owner, and in the joint names of the Owner and the Bareboat Charterer and the Mortgagee (if the Owner so required)
|
|
(b)
|
On pre-agreed terms consistent with prevailing international market practice from time to time be agreed between the Bareboat Charterer and the Owner; Punctually to pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and to produce copies of all relevant receipts or other evidence of payment when reasonably so requested by the Owner.
|
|
(c)
|
Through such international reputable brokers which shall from time to time be approved in writing by the Owner (the "
Approved Brokers
") (which shall not be unreasonably withheld) prior to placement of and/or renewal of the insurances (save that the Owner’s consent shall not be required in cases where any renewals are being effected with the same Approved Brokers and the Bareboat Charterer has notified the Owner in writing), and with such international reputable insurance companies, underwriters, war risks and protection and indemnity associations (the "
Approved Insurer(s)
") which shall from time to time be approved in writing by the Owner prior to placement of and/or renewal of the insurances (save that the Owner’s consent shall not be required in cases where any renewals are being effected with the same Approved Insurers and the Bareboat Charterer has notified the Owner in writing). Any Approved Insurer shall mean one with a minimum of Standard & Poor's rating of A or above or Moody’s rating of A or above of AM Best rating of A- or above at the time when the relevant policy is procured / effected, and a protection and indemnity association which is a member of the International Group of Protection and Indemnity Clubs.
|
|
(d)
|
Unless otherwise provided for in the below Clause 41.6, the Bareboat Charterer shall ensure that the policies and/or entries in respect of the additional insurances cover referred to above Clause 41.2(a)(iv) to (a)(vii) (i.e., the Loss of Hire Insurance, and Piracy Loss of Hire Insurance) in each case state that the Owner is co-assured, and, that all claims under such insurances shall be paid to the Bareboat Charterer unless a Termination Event has occurred and is continuing in which case all such claims shall be paid to the Owner in full notwithstanding the Bareboat Charterer's obligation to pay hire to the Owner. The Bareboat Charterer undertakes to provide the Owner and/or the Mortgagee(s) with letter(s) of undertaking, loss payable clause and/or notices of assignment, the wording and form of which shall be acceptable to the Owner
|
|
(e)
|
At least twenty one (21) days prior to expiry of the relevant policies, contracts or entries, (i) propose to the Owner of the insurance broker(s) to be employed by the Bareboat Charterer for renewal of such Insurances, and of the proposed renewed amounts and the risks to be covered; (ii) procure that the Approved Brokers and/or the Approved Insurers shall promptly confirm in writing to the Owner as and when each of such renewals is effected and shall provide the Owner with details of the instructions as the Owner may require (except for the pricing information), and shall notify the Owner forthwith in the event of any renewal not being effected by the Bareboat Charterer as aforesaid.
|
|
(f)
|
If any of the Insurances form part of a fleet cover, the Bareboat Charterer shall, procure the Approved Brokers to obtain a written confirmation from the Approved Insurer(s) not to cancel the insurances for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other Insurances, and, only to the extent allowed under the relevant terms of the Insurances, procure that the Approved Brokers to obtain a written confirmation from Approved Insurer(s) that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of that of other vessels under such fleet cover or any premiums due for other Insurances. Notwithstanding the above, the Bareboat Charterer undertake to issue a separate policy containing the foregoing agreements in respect of the Vessel being part of a fleet cover if requested by the Owner; and, the Bareboat Charterer always undertakes to the Owner that the insurances of the other vessels under a fleet cover and its performance (including any default and/or invalidity under any of the insurances of the other vessels) thereunder shall not in any events prejudice or adversely affect any and all the insurances of the Vessel (including, but not limited to, the validity and enforceability of the insurances of the Vessel);
|
|
(g)
|
Arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association. The Bareboat Charterer shall be obliged to timely arrange or procure to be timely arranged and provide for acceptable security to any party whosoever who may demand same including and not limited to third party claimants in the event the P&I Club
|
|
(h)
|
Procure that the interest of the Owner shall be endorsed and, where the Insurances have been assigned to the Owner, by means of a notice of assignment the Owner shall be furnished with the originals or certified true copies thereof, and, the Bareboat Charterer shall procure that the Approved Brokers shall issue to the Owner the standard form of letter(s) of undertaking of such Approved Broker(s) as soon as practically possible but in any event within ten (10) Business Days after Delivery Date; The Bareboat Charterer shall use its reasonable endeavours to procure that the Approved Broker incorporates any reasonable comments of the Owner and/or the Mortgagee;
|
|
(i)
|
Produce to the Owner upon demand copies (certified by a lawyer of the Bareboat Charterer or the Approved Brokers as being true copies) of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances and to furnish the Owner with any other evidence of the existence of the Insurances as the Owner may request. The Bareboat Charterer shall procure that the Approved Brokers or the Approved Insurers give to the Owner such information as to the Insurances taken out or being or to be taken out in compliance with the Bareboat Charterer's obligations under the foregoing provisions or as to any other matter which may be relevant to the Insurances as the Owner may reasonably request (except for the pricing information of the Insurances);
|
|
(j)
|
Procure that any protection and indemnity and/or war risks associations (if applicable and subject to the respective rules of the relevant association) in which the Vessel is for the time being entered shall record/confirm the interests of the Owner and/or the Mortgagee, including endorsing the relevant Loss Payable Clause (taking into account the associations' standard wording) on the relevant certificate of entry or policy and shall furnish the Owner with a certified true copy of such certificate of entry, letter(s) of undertaking and/or notices of assignment as may from time to time be required by the Owner, in form and substance acceptable to the Owner and the Mortgagee;
|
|
(k)
|
Undertakes to furnish the Owner from time to time with a detailed report signed by an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant appointed by the Bareboat Charterer dealing with the Insurances maintained on the Vessel and stating the opinion of such firm as to the adequacy thereof, if so requested by the Owner, but at the cost of the Bareboat Charterer;
|
|
(l)
|
The Bareboat Charterer shall do all things necessary and provide all documents, evidence and information to enable the Owner to collect or recover any moneys which shall at any time become due to the Owner in respect of the Insurances;
|
|
(m)
|
Undertakes not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the instruments of insurance aforesaid (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe;
|
|
(n)
|
To apply all sums receivable under the Insurances which are paid to the Bareboat Charterer in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received;
|
|
(o)
|
To ensure that if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act): (i) the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Pollution Clause 20/2/91 (as amended or replaced from time to time) and to procure for the Owner sufficient documentary evidence (including a Certificate of Financial Responsibility (C.O.F.R) in line with the requirements of the US Coast Guard, if applicable) that the Bareboat Charterer have provided all declarations and satisfied all other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; (ii) make all such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owner copies of all such declarations;
|
|
(p)
|
The Bareboat Charterer shall ensure that the policies and/or entries in respect of the insurances against hull and marine risks and/or war risks are, in each case, duly endorsed with the interests of the Owner to the effect that, subject always to the rights and entitlements of the Bareboat Charterer contained herein payment of a claim for a Total Loss of the Vessel will be made in accordance with Clause 41.6 below; and, payment in respect of a claim which is not for a Total Loss of the Vessel shall, subject to the (i) and (ii) below, be made to the Bareboat Charterer who shall apply the same to make good the loss and fully repair all damage and otherwise to maintain the Vessel in accordance with its obligations hereunder provided however: (i) that claim in respect of a Major Casualty shall be paid to the Bareboat Charterer with the prior written consent of the Owner (which shall not be unreasonably withheld) and, subject to any consent which may be required from the Mortgagee, such consent shall be given provided that the Bareboat Charterer has furnished the Owner with documentary evidence to the satisfaction of the Owner that necessary repairs have been effected and the Bareboat Charterer has made payment for the same, and (ii) that all such sums shall be payable as aforesaid only until such time after the occurrence of the Bareboat Charterer's Default as the Owner may otherwise direct to the contrary and all such sums of any and all claims shall be paid to the Owner or to the Mortgagee in its capacity as the Owner's assignee;
|
|
(q)
|
The Bareboat Charterer shall ensure that the entries in respect of protection and indemnity risks provide for moneys payable thereunder to be paid either (i) to the claimant in settlement of the Vessel's liability to him, or (ii) (unless and until after the occurrence of a Charterer's Default the Owner shall direct that those shall be paid to the Owner), the Bareboat Charterer or other party in reimbursement for any payment properly made to a third party or claimant;
|
|
41.4
|
The Owner shall be entitled to review the requirements of this Clause 41 from time to time in order to take account of necessary changes in circumstances arising as a result of any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Bareboat Charter. The Owner may, at all times subject to the opinion(s) of an independent firm of international reputable insurance consultants, notify the Bareboat Charterer in writing from time to time of any proposed modification to the requirements of this Clause 41. Such modification shall take effect within one (1) day from the date it is notified in writing to the Bareboat Charterer and shall take the form of an amendment to this Clause 41. However where the proposed modification to the requirements of this Clause 41 would result in a material increase to the costs of the insurance the Owner shall consult with the Bareboat Charterer in good faith in order to find a mutually acceptable solution within the next period of fourteen (14) days. Once a solution has been found the modification shall take effect immediately. If a solution cannot be found, Owner shall be entitled to exercise the Put Option pursuant to Clause
|
|
41.5
|
The Bareboat Charterer shall not do any act or permit or suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective, unless otherwise specifically permitted under the insurance policies. The Bareboat Charterer shall not make any alteration to any of the insurances referred to in this Clause without prior written approval by the Owner (which shall not be unreasonably withheld) and shall not make, do, consent or agree to any act or omission which might render any such instrument of insurance invalid or unenforceable or render any sum payable thereunder repayable in whole or in part.
|
|
41.6
|
Total Loss
|
|
CLAUSE 42.
|
CARGO EXCLUSION CLAUSE
|
|
42.1
|
All cargoes to be carried shall be limited to those permitted by the Vessel’s Classification Society’s and those referred to in the Vessel’s specifications. All cargoes are to be carried in conformity with IMO and international and local regulations, and the requirement of the Insurances, using best practice at all times.
|
|
CLAUSE 43.
|
OWNER’S RIGHT OF SALE AND MORTGAGE
|
|
43.1
|
Owner’s Right of Sale
|
|
43.2
|
Owner’s Right of Mortgage
|
|
CLAUSE 44.
|
TERMINATION EVENTS
|
|
44.1
|
Each of the following events shall be a “
Termination Event
” for the purpose of this Bareboat Charter:
|
|
(a)
|
if the Bareboat Charterer or any Obligor fails to make any payment of any amount under this Bareboat Charter or any Finance Document on its due date (taking into account any applicable grace period) or, in the case of sums expressed to be payable by the Bareboat Charterer on written demand, within five (5) Business Days following the date of the written demand therefor;
|
|
(b)
|
the Bareboat Charterer fails to comply with any term of the following Clauses within the relevant period: Clause 34 (
Management and Crew
), Clause 35 (
Flag and Class
), Clause 40 (
Covenants on Sub-Charter and Charter-hire)
excepting Clause 40.1 which is subject to the Put Option, Clause 41 (
Risks and Insurance)
specifically Clause 41.5, or Clause 49 (
Charterer’s Undertakings
); and if such failure to comply is capable of being remedied, but is not remedied within five (5) Business Days of the Owner giving notice to the Bareboat Charterer of such failure to comply;
|
|
(c)
|
any circumstance or event which is referred to as a “Termination Event” in this Bareboat Charter or otherwise agreed by the parties to be referred to as a “Termination Event” for the purpose of this Bareboat Charter;
|
|
(d)
|
the Bareboat Charterer or any Obligor fails to observe or perform any of its obligations under any Finance Document within any applicable grace periods for remedy. For the avoidance of doubt, failure to provide any document or information requested shall constitute a remediable breach within thirty (30) Business Days for the purposes of this clause provided that no insurance or P&I cover is interrupted;
|
|
(e)
|
any representation or warranty of the Bareboat Charterer or any Obligor in the Finance Documents or in any document or certificate furnished to the Owner in connection herewith or therewith is or proves to have been untrue, inaccurate or misleading in any material respect, when made or deemed made and materially affects the obligations of the Bareboat Charterer under this Bareboat Charter;
|
|
(f)
|
any consent, authorisation, licence or approval necessary for this Bareboat Charter to be or remain as valid and legally binding obligations of the Bareboat Charterer, or to enable the Bareboat Charterer to perform its obligations hereunder or thereunder, is adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed and such modification, revocation, suspension, withdrawal, termination, expiry or lapse or renewal is not remedied within a period of 15 Business Days;
|
|
(g)
|
if a petition is filed or order made or an effective resolution passed by a court or any other authority having competent jurisdiction, for the compulsory or voluntary winding-up or dissolution of the Bareboat Charterer or a Group Member (other than for the purposes of amalgamation or reconstruction in respect of which the prior written approval of the Owner has first been obtained) or any proceedings analogous to winding-up proceedings are begun in any jurisdiction in relation to the Bareboat Charterer or a Group Member, excepting any frivolous or vexatious proceedings which are discharged, stayed or dismissed within twenty-one days of commencement;
|
|
(h)
|
if the Bareboat Charterer or a Group Member stops payment generally or ceases to carry on or suspends payment of, or is unable to or admits inability to pay, all or a substantial part of its debts as they fall due or makes any special arrangement or composition with its creditors generally or shall otherwise become or be adjudicated insolvent;
|
|
(i)
|
if an administrator, administrative receiver, receiver or trustee or similar official is appointed over the whole, or a material part, of the property, assets or undertaking
|
|
(j)
|
the Bareboat Charterer or a Group Member applies to any court or other tribunal for, a moratorium or suspension of payments with respect to all or a substantial part of its debts or liabilities;
|
|
(k)
|
the Bareboat Charterer or a Group Member convenes or gives notice to convene a meeting of all or any class or Group Member of its creditors with a view to proposing or making, or proposes or makes, any arrangement or composition with or assignment for the benefit of all or any class or Group Member of its creditors or declares, or applies to any court or other tribunal for, a moratorium or suspension of payments with respect to all or a substantial part of its debts or liabilities;
|
|
(l)
|
if an encumbrancer takes possession of, or distress or execution is levied upon, the whole, or a material part of the property, assets or undertaking of the Bareboat Charterer or a Group Member and the Bareboat Charterer or a Group Member fails to release the same within ninety (90) days (or a longer period as agreed between the Owner and the Bareboat Charterer) from the date of the possession, distress or execution;
|
|
(m)
|
any Security Documents does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected (other than by Permitted Security Interests);
|
|
(n)
|
if the Bareboat Charterer or a Group Member ceases, or threatens to cease, to carry on all or a substantial part of its business or disposes or threatens to dispose (other than for full arm's length consideration) of the whole or a material part of its property, assets or undertaking without the prior consent of the Owner;
|
|
(o)
|
if any covenants of the Bareboat Charterer or any Obligor in this Bareboat Charter or any Finance Documents are not complied with in any material respect and this has or is likely to have, in the reasonable opinion of the Owner, a Material Adverse Effect on the ability of the Bareboat Charterer to perform its obligations under this Bareboat Charter unless the Bareboat Charterer satisfies the Owner (acting reasonably) within ten (10) Business Days of the Owner’s notice that the event will not have a Material Adverse Effect;
|
|
(p)
|
if an event of default occurs in relation to any Financial Indebtedness of the Bareboat Charterer or a Group Member exceeding ten million Dollars (US$10,000,000) or, in each case the equivalent in any other currency;
|
|
(q)
|
if the Bareboat Charterer ceases to be a company resident in the jurisdiction of its incorporation without the prior consent of the Owner;
|
|
(r)
|
if it becomes impossible or unlawful for the Bareboat Charterer in any material respect to fulfil any of its obligations under this Bareboat Charter;
|
|
(s)
|
if any Environmental Incident or other event or series of events occurs which, in the reasonable opinion of the Owner, has or is likely to have a Material Adverse Effect;
|
|
(t)
|
if the Bareboat Charterer repudiates this Bareboat Charter or does or causes or permits to be done any act or thing evidencing an intention to repudiate this Bareboat Charter;
|
|
(u)
|
any Security in respect of any of the property (or part thereof) which is the subject of any Security Document becomes unenforceable;
|
|
(v)
|
if the Bareboat Charter fails to provide additional security as set out in Clause 38.2 to remedy any non-compliance with the Minimum Debt Service Cover Ratio to the Owner’s satisfaction;
|
|
(w)
|
If the auditors of the Group qualify their report on the audited financial statements of the Group (or any of them) in any way whatsoever which is reasonably likely to have a Material Adverse Effect;
|
|
(x)
|
if the Manager of the Vessel changes without the prior written consent of the Owner (such consent not to be unreasonably withheld or delayed);
|
|
(y)
|
if the Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, or detained (unless caused by an act or omission of the Owner) in exercise or purported exercise of any possessory lien or other claim, provided that such arrest or detention is not discharged within ninety (90) days after such arrest or detention (or such longer period as may be agreed);
|
|
(z)
|
the Project or the Vessel or any part thereof reasonably considered by the Owner to be material is abandoned by any Group Member or the Vessel operations suffer permanent cessation and in each case the same cannot be remedies to the satisfaction of the Owner;
|
|
(aa)
|
if the authority or ability of a Group Member to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any government, regulatory or other authority or other person in relation to the Bareboat Charterer or any of its assets;
|
|
(ab)
|
any litigation, alternative dispute resolution, arbitration or administrative proceedings is taking place, or threatened against any Group Member or any of its assets, rights or revenues which, if adversely determined, might have a Material Adverse Effect;
|
|
(ac)
|
if the Bareboat Charter fails to exercise its Purchase Obligation in Clause 50;
|
|
(ad)
|
If the Bareboat Charterer fails to purchase the Vessel pursuant to the Put Options in Clause 50.5 or 50.6;
|
|
(ae)
|
If the MOA is terminated for whatever reason.
|
|
44.2
|
The occurrence of a Termination Event shall entitle the Owner (but not be bound and without prejudice to the Bareboat Charterer’s obligations) by notice to the Bareboat Charterer to terminate this Bareboat Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination in the manner as set out in Clause 45 (
Owner’s Rights on Termination
).
|
|
44.3
|
The Owner shall not be under any liability whatsoever to the Bareboat Charterer for loss or damage whatsoever occasioned by the Bareboat Charterer for the termination of this Bareboat Charter and the Bareboat Charterer shall indemnify the Owner on demand for any and all liabilities, losses, costs and expenses incurred by the Owner pursuant to this Clause or otherwise resulting from the occurrence of a Termination Event always provided that the Bareboat Charterer shall not be liable for any liabilities, losses, costs and expenses incurred by the Owner where the Termination Event has occurred due to the gross negligence, or wilful misconduct by the Owner.
|
|
CLAUSE 45.
|
Owner’s Rights on Termination
|
|
45.1
|
At any time following Delivery, upon the occurrence of a Termination Event, the Owner may, by notice to the Bareboat Charterer immediately, or on such date as the Owner shall specify, terminate this Bareboat Charter. Upon the Owner’s termination, the Owner shall be entitled
|
|
(a)
|
to demand that the Bareboat Charterer pay the Termination Sum to the Owner on the Termination Date or such later date as the Owner shall specify in exchange for transfer of ownership in the Vessel to the Owner; or
|
|
(b)
|
(but not bound and without prejudice to the Bareboat Charterer’s obligations hereunder) to retake possession of the Vessel by way of Redelivery as set out in Clause 51.
|
|
45.2
|
Upon the Owner’s notice of retaking the Vessel, the Bareboat Charterer shall, unless otherwise instructed by the Owner, assist the Owner with the Demobilisation of the Vessel from the Project Site and redeliver the Vessel to the Owner in accordance with Clause 51 and pursuant to the notice issued by and from the Owner pursuant to Clause 45.1, and, (a) at the nearest safe and available port practicable for redelivery or at such other port as the Owner may reasonably specify or at the Project Site; (b) with her class maintained without any conditions or recommendation; (c) free of average damage affecting the Vessel's class; (d) with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered by the Owner to the Bareboat Charterer under this Bareboat Charter, valid and un-extended without conditions or recommendation and falling due for a minimum of three (3) months from the time of redelivery; (e) in the same or as good structure, state, condition and class as that in which she was on Delivery, fair wear and tear not affecting class excepted; and (f) with all such spare parts and other equipment she had at Delivery. The Bareboat Charterer shall also procure that the Master and Crew shall obey the lawful orders of the Owner as regards the navigation and management of the Vessel and shall no longer obey the Bareboat Charterer.
|
|
45.3
|
Unless covered by the Termination Sum which the Bareboat Charterer has paid, the Bareboat Charterer shall pay, indemnify or reimburse the Owner on demand, all Losses suffered by the Owner arising out of or in connection with any Termination Event caused by the actions of the Bareboat Charterer including, without prejudice to the generality of the foregoing, all liabilities, costs and expenses (including but not limited to legal and advisory fees) so incurred arising from the Demobilisation from the Project Site and Redelivery including but not limited to the costs of recovering possession of, and in moving, storing, insuring and maintaining, the Vessel and in carrying out any works or modifications required together with interest thereon pursuant to Clause 39.5 from the date on which the relevant Losses were suffered by the Owner until the date of payment or reimbursement thereof (both before and after any relevant judgment or winding up of the Bareboat Charterer).
|
|
45.4
|
Any amount due to the Owner under this Clause 45 shall bear interest pursuant to Clause 39.6 (before and after any relevant judgment or any winding-up of the Bareboat Charterer) from the Termination Date up to and including the date of the Owner's actual receipt thereof.
|
|
45.5
|
Notwithstanding the termination of this Bareboat Charter pursuant to Clause 44 (
Termination Events
), the Bareboat Charterer shall irrevocably and unconditionally continue to comply with its obligations under this Bareboat Charter and shall be obliged to take such action as Owner may prescribe to protect the Vessel until the Vessel is redelivered to the Owner in accordance with Clause 51.
|
|
45.6
|
In the event that the Bareboat Charterer fails within ten (10) Business Days to meet in full the Owner’s demand for payment of the Termination Sum and accrued interest pursuant to this Clause, the Owner may at its option:
|
|
(a)
|
where applicable and pursuant to its rights under the assignment of the Acceptable Sub-Charter, approach the Acceptable Sub-Charterer with a view to getting their consent to any alternative arrangements in relation to performing the Acceptable Sub-Charter; or
|
|
(b)
|
sell the Vessel free of any charter, lease or other engagement concerning the Vessel on arm's length terms at market price;
|
|
i.
|
an amount equal to the aggregate of the expenses, disbursements, taxes, costs and losses whatsoever (including but not limited to legal and advisory fees) as may have been incurred by the Owner in respect of the sale of the Vessel shall be deducted from the gross proceeds of the sale of the Vessel; the balance of the sale proceeds is referred to hereinafter as the “
Net Sale Proceeds
”;
|
|
ii.
|
an amount equal to the Termination Sum shall be deducted from the Net Sale Proceeds. If the Net Sale Proceeds are insufficient to satisfy all amounts due and payable from the Bareboat Charterer to the Owner hereunder, the Bareboat Charterer and the Security Parties shall pay the shortfall to the Owner;
|
|
iii.
|
if there is any balance after deduction of the Termination Sum, such balance shall be paid to the Bareboat Charterer;
|
|
iv.
|
if the tendering and/or sale of the Vessel fails due to whatever reason, provided that the Owner has taken all customary procedures in the process of the tendering and/or sale of the Vessel, the Vessel shall be at the sole and discretional disposal of the Owner thereafter without prejudice to the Bareboat Charterer’s obligation to pay the Termination Sum and any other accrued liabilities hereunder.
|
|
45.7
|
The Owner shall be entitled to all its rights and remedies under any or all the Security Documents.
|
|
CLAUSE 46.
|
ASSIGNMENT AND SUB-CHARTERING
|
|
46.1
|
This Bareboat Charter shall be binding upon and enure for the benefit of the Owner and the Bareboat Charterer and their respective successors and permitted assignees.
|
|
46.2
|
The Bareboat Charterer shall not be entitled to assign or transfer any of its rights or obligations under this Bareboat Charter, unless with the prior written consent of the Owner.
|
|
46.3
|
In addition to the Owner's right to transfer its rights under Clause 43 (
Owner’s Right of Sale and Mortgage
), the Owner shall be entitled, subject to clause 48.3 below, to assign any of its rights and interest under this Bareboat Charter to another party, including a financial institution, provided the prior written consent of the Bareboat Charterer has been obtained (such consent not to be unreasonably withheld or delayed). However, such consent is not required where Owner assigns any of its rights and interest under this Bareboat Charter to the Mortgagees.
|
|
46.4
|
The Bareboat Charterer undertakes that it will not sub-charter the Vessel on a bareboat basis to any party except with the prior consent in writing of the Owner, and subject to such terms and conditions as the Owner shall approve.
|
|
CLAUSE 47.
|
CHARTERER'S REPRESENTATIONS AND WARRANTIES
|
|
47.1
|
The Bareboat Charterer acknowledges that the Owner has entered into this Bareboat Charter in reliance on representations by the Bareboat Charterer in the following terms, and the Bareboat Charterer hereby represents and warrants to the Owner as follows:
|
|
(a)
|
the Bareboat Charterer is a corporation duly organized, registered, validly existing and in good standing under the laws of its establishment jurisdiction, has the corporate power and authority to execute, perform and comply with its obligations under, and has taken all necessary action to authorise its entry into this Bareboat Charter and each Transaction Document to which it is a party, and the transactions contemplated by the Transaction Documents to which it is a party, and to carry on its business as presently conducted;
|
|
(b)
|
In respect of the Bareboat Charterer, all governmental, corporate, shareholder’s and other consents, licenses, approvals, authorizations, waivers and actions necessary for the execution, performance and registration (if appropriate) of this Bareboat Charter, and the Transaction Documents to which it is a party, have been made or obtained or will be made or obtained and are or will be in full force and effect at the relevant time;
|
|
(c)
|
Subject to any reservations expressed in any legal opinion, this Bareboat Charter, and the Transaction Documents to which it is a party, constitutes legal, valid and binding obligations of the Bareboat Charterer and the execution or performance by the Bareboat Charterer of this Bareboat Charter and the Transaction Documents to which it is a party, is not, and will not during the Charter Period, be inconsistent with and does not contravene (i) any existing law or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Bareboat Charterer, or (iii) any agreement, contract or other undertaking to which the Bareboat Charterer is a party or which is binding on the Bareboat Charterer or any of its assets. Each of the Finance Documents to which the Bareboat Charterer may become a party will, when executed, constitute its legal, valid and binding agreement and the execution or performance by the Bareboat Charterer of such Finance Document will not be inconsistent with and will not contravene (i) any existing law or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Bareboat Charterer, or (iii) any agreement, contract or other undertaking to which the Bareboat Charterer are a party or which is binding on the Bareboat Charterer or any of its assets;
|
|
(d)
|
Subject to any reservations expressed in any legal opinion, this Bareboat Charter and the Transaction Documents, to which it is a party constitutes the valid and legally binding and enforceable obligations of the Bareboat Charterer ranking at least pari passu with all other of its unsecured obligations and liabilities (actual or contingent) other than any such preferred by law;
|
|
(e)
|
to the best of its knowledge and belief, there are no actions, suits, proceedings, insolvency or creditors’ process, administrative or arbitrations taking place, pending, or, threatened, before any court, administrative agency, arbitrator or governmental body against the Bareboat Charterer, or against any of the assets of the Bareboat Charterer which will, if adversely determined, materially adversely affect or be likely to materially adversely affect the normal operation of the Vessel under this Bareboat Charter;
|
|
(f)
|
the execution, delivery, registration (if necessary) or performance by the Bareboat Charterer of this Bareboat Charter or any transaction herein contemplated or the compliance with the terms hereof does or will not contravene any provision of law, statute, decree, rule or regulation to which the Bareboat
|
|
(g)
|
no Termination Event has occurred and/or is continuing;
|
|
(h)
|
on the Delivery Date, no Group Member or any of their respective Subsidiaries, or any of their respective directors, officers or employees, or to the knowledge of the Bareboat Charterer or the Guarantor, any persons acting on any of their behalf in connection with the Bareboat Charter is a Restricted Party or is aware of any valid claim, action, suit, proceeding or investigation against it with respect to sanctions by any Sanctions Authority.
|
|
(i)
|
to the best of its knowledge and belief, no event or omission has occurred which entitles any creditor(s) of the Bareboat Charterer to declare any Financial Indebtedness of US$10,000,000 due and payable prior to its specified maturity or to cancel or terminate any loan or other facility or to decline to make any advances or further advance thereunder;
|
|
(j)
|
any and all documents, certificates, statement or other information furnished to the Owner by or on behalf of the Bareboat Charterer in connection with the transactions contemplated hereby or thereby (including but without limitation to, financial information) do or did not at the time when made contain any untrue statement of a fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading; and
|
|
47.2
|
The representations and warranties contained in this Clause hereof shall be deemed to be made on the date of this Agreement and repeated by the Bareboat Charterer on each Charter-hire Payment Date as if made with reference to the facts and circumstances existing on such date, and the rights of the Owner in respect thereof shall survive delivery or redelivery of the Vessel until the end of the Charter Period or Charter Period, whichever is the later.
|
|
CLAUSE 48.
|
OWNER’S REPRESENTATIONS AND WARRANTIES
|
|
48.1
|
The Owner acknowledges that the Bareboat Charterer has entered into this Bareboat Charter in reliance on representations by the Owner in the following terms, and the Owner hereby represents and warrants to the Bareboat Charterer as follows and all representations and warranties of the Owner hereunder shall subsist throughout the Security Period:
|
|
(a)
|
the Owner is a corporation duly organized, registered, validly existing and in good standing under the laws of its establishment jurisdiction, has the corporate power and authority to execute and perform this Bareboat Charter and the Transaction Documents to which it is a party, and to carry on its business as presently conducted and contemplated hereby and thereby;
|
|
(b)
|
all governmental, corporate, shareholder’s and other consents, licenses, approvals, authorizations, waivers and actions necessary for the execution, performance and registration (if appropriate) of this Bareboat Charter, and the Transaction Documents to which it is a party, have been made or obtained and are in full force and effect;
|
|
(c)
|
this Bareboat Charter, and the Transaction Documents to which it is a party, constitutes legal, valid and binding obligations of the Owner and the execution or performance by the Owner of this Bareboat Charter and the Transaction Documents to which it is a party, is not, and will not during the Charter Period, be inconsistent with and does not contravene (i) any existing law or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Owner; and
|
|
(d)
|
the execution, delivery, registration (if necessary) or performance by the Owner of this Bareboat Charter or any transaction herein contemplated or the compliance with the terms hereof does or will not contravene any provision of law, statute, decree, rule or regulation to which the Owner is subject or any judgment, decree, franchise or permit applicable to the Owner, or will not conflict with, or result in any breach of, any of the terms, covenants, conditions and provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or Encumbrance upon any property or assets of the Owner pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or is subject or by which it is bound; and
|
|
(e)
|
No event of default under the Owner’s Loan Agreement has occurred and/or is continuing.
|
|
48.2
|
The representations and warranties contained in this Clause hereof shall be deemed to be repeated by the Owner on each Charter-hire Payment Date as if made with reference to the facts and circumstances existing on such date, and the rights of the Bareboat Charterer in respect thereof shall survive delivery or re-delivery of the Vessel until the end of the Charter Period or Security Period, whichever is later.
|
|
48.3
|
Provided that the Bareboat Charterer does not breach any terms of this Bareboat Charter and the Acceptable Sub-Charterer does not breach any terms of the Acceptable Sub-Charter, the Owner hereby agrees not to disturb or interfere with the Bareboat Charterer’s possession and quiet enjoyment of the Vessel during the Charter Period issued or to be issued by the Owner and not breach the terms of any of its financing agreements that the Owner has entered into with the Mortgagee which would cause the Mortgagee to interfere with the Bareboat Charterer’s rights under this Bareboat Charter in the Vessel.
|
|
CLAUSE 49.
|
CHARTERER’S UNDERTAKINGS
|
|
(a)
|
provide to the Owner the unaudited quarterly management accounts of the Bareboat Charterer and the Guarantor (in such form as is customarily prepared) as soon as available and in no event later than ninety (90) days after the end of the relevant financial period;
|
|
(b)
|
provide to the Owner the audited annual financial statements of the Guarantor and unaudited annual financial statements of the Bareboat Charterer signed by its chief financial officer as soon as available and in no event later than one hundred and eighty (180) days after the end of its financial year, such accounts and financial statements to be prepared in accordance with US GAAP and audited by Ernst and Young or another internationally recognized accountancy
|
|
(c)
|
provide to the Owner as soon as practicable after the same are instituted or known to the Bareboat Charterer, details of any material litigation, arbitration or administrative proceedings involving the Bareboat Charterer or any Obligor, which are reasonably likely to have a Material Adverse Effect on the ability of the Bareboat Charterer or any Obligor to perform its obligations under this Bareboat Charter or, as the case may be, the Security Documents;
|
|
(d)
|
provide to the Owner, promptly following request by the Owner, certified copies of all class records, class certificates and survey reports and copies of all management reports;
|
|
(e)
|
provide to the Owner, promptly following request by the Owner, all such information as it may from time to time regarding the Vessel, compliance with the ISM Code, the ISPS Code and Annex VI (Regulation for the Prevention of Air Pollution from Ships) to MARPOL, the International Convention on Civil Liability for Bunker Oil Pollution Damage 2001;
|
|
(f)
|
provide to the Owner, as soon as practicable following the request by the Owner, such further information in the possession or control of the Bareboat Charterer with respect to the financial condition and operations of the Bareboat Charterer;
|
|
(g)
|
assist the Owner with any reasonable request to provide relevant documentation or information required by the Owner for the satisfaction of conditions precedent under the Owner’s Loan Agreement, so far as these conditions precedent relate to and reflect the conditions precedent set out in this Bareboat Charter;
|
|
(h)
|
obtain and promptly renew from time to time and will whenever so required promptly furnish certified copies to the Owner of, all such authorizations, approvals, consents and licenses (if any) as may be required under any applicable law or regulation to enable the Bareboat Charterer to perform its obligations under this Bareboat Charter or the Security Documents to which it is a party, or required for the validity or enforceability of this Bareboat Charter or the Security Documents to which it is a party, and the Bareboat Charterer shall in all material respects comply with the terms of the same;
|
|
(i)
|
notify the Owner by email of: (i) any damage to the Vessel anticipated to be in excess of the Major Casualty Amount, within 24 hours of the occurrence of the same; (ii) any occurrence resulting in the Vessel becoming or being likely to become a Total Loss, within 24 hours of the occurrence; (iii) any requirement or recommendation made by any insurer or Classification Society, or by any competent authority, which is not complied with within any time limit imposed by such insurer, Classification Society or authority; (iv) any arrest of the Vessel or the exercise or purported exercise of any lien on the Vessel or any requisition of the Vessel for hire, within 24 hours of the occurrence; (v) the occurrence of any Bareboat Charterer’s / Acceptable Sub-Charterer’s Default.
|
|
(j)
|
at all times ensure the Vessel is operated in compliance with all applicable laws, international and port state conventions, codes and regulations including, without limitation, ISM Code, the ISPS Code and Annex VI to MARPOL and ensure such compliance by the crews, employees, agents and representatives of the Bareboat Charterer and the Manager at all times;
|
|
(k)
|
ensure that the Vessel is in possession of a valid Safety Management Certificate, a valid International Ship Security Certificate and an International Air Pollution Prevention Certificate and in all respects in compliance with all applicable international conventions, codes and regulations, including without limitation the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the ISM Code and the ISPS Code, and ensure such compliance by the Manager and that the Manager shall be in possession of a Document of Compliance appropriate for the Vessel and Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL and a certificate issued pursuant to the International Convention on Civil Liability for Bunker Oil Pollution Damage 2001;
|
|
(l)
|
where relevant, make such periodical voyage declarations as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the US Oil Pollution Act of 1990 (as may be amended and/or re-enacted from time to time hereafter);
|
|
(m)
|
where relevant, to obtain in a timely manner, if the Vessel at any time shall call in any US port, in accordance with the regulations of the US Oil Pollution Act 1999 (as may be amended and/or re-enacted from time to time) and in line with the requirements of the US Coast Guard, a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owner;
|
|
(n)
|
following an inspection of the Vessel by the Owner or its representatives pursuant to Clause 8, comply with any requests from the Owner for repairs or works to the Vessel if required to ensure that the Vessel is maintained in the class and condition required by this Bareboat Charter and if the Bareboat Charterer disputes the need for any such repairs or works the matter shall be referred to the Classification Society whose decision on such matter shall be binding on the Owner and the Bareboat Charterer;
|
|
(o)
|
permit the Owner, subject to having given the Bareboat Charterer at least thirty (30) days’ prior written notice and the inspection or survey not interfering with the normal operation and trading of the Vessel, to inspect or survey the Vessel or instruct a duly authorized surveyor or representative to carry out such survey (at their own risk if aboard the Vessel) on its behalf in order to ascertain the condition of the Vessel and/or to inspect/procure copies of the Vessel's logs and records certified as true by the Vessel's master at any reasonable time or times upon giving a written notice to the Bareboat Charterer. The Bareboat Charterer shall bear the cost of such inspections including without limitation the fees of any surveyor once a year and for any further inspections carried out by the Owner at any time when any Charterer’s Default has occurred which is continuing. The Bareboat Charterer shall afford all proper facilities for such inspections and give the Owner reasonable advance notice of any intended dry-docking of the Vessel;
|
|
(p)
|
with at least thirty (30) days prior notice by the Owner, to request information relating to the Bareboat Charterer’s offices and to inspect any of the Bareboat Charterer’s assets, premises, books and records relating to the Vessel which accurately reflect in all material respects all of the Bareboat Charterer’s business, affairs and transactions subject to the provision of such information not interfering with the normal operations of the offices of the Bareboat Charterer or the Obligor or causing the Bareboat Charterer or Obligor to breach its confidentiality obligations to third parties or investors;
|
|
(q)
|
do the following:
|
|
(i)
|
comply with all Environmental Laws in relation to using and operating the Vessel;
|
|
(ii)
|
obtain, maintain and ensure compliance with all requisite environmental permits in relation to using and operating the Vessel; and
|
|
(iii)
|
implement procedures to monitor compliance with and to prevent liability under any environmental law applicable to the use and operation of the Vessel;
|
|
(r)
|
carry on and conduct its business in a proper and efficient manner, keep in existence all its material rights and privileges and maintain its books and records, including the log books, in a proper and efficient manner and in the language of English;
|
|
(s)
|
comply in all respects with all laws and contractual obligations to which it is subject if failure so to comply would materially impair its ability to perform its obligations under this Bareboat Charter;
|
|
(t)
|
bear all expenses and all other costs in connection with any survey of the Vessel, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred; and
|
|
(u)
|
comply fully with the provisions of Clause 41 of the Bareboat Charter regarding Insurance;
|
|
(v)
|
procure that the Bareboat Charterer Guarantor remains listed on NASDAQ or any other major stock exchanges;
|
|
(w)
|
promptly upon becoming aware of any change of law, advise the owner of any change of law or regulation which is reasonably likely to cause a Material Adverse Effect;
|
|
(x)
|
The Bareboat Charterer will not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior consent of the Owner;
|
|
(y)
|
The Bareboat Charterer will not change its percentage shareholding held by the Shareholders without the prior written consent of the Owner unless such change is as a result of (i) a Cash Call under Article 16 of the Shareholder Agreement (as defined therein); (ii) a transfer under Article 19 of the Shareholder Agreement; (iii) a call or put option (as applicable) under Articles 20 and 21 of the Shareholder Agreement; (iv) Golar GHK Lessors Limited acquiring new shares in the Bareboat Charterer; or (v) the MLP;
|
|
(z)
|
Except with approval of the Owner, the Vessel shall not enter or remain in any zone which has been declared a war zone by any applicable government entity or the Vessel’s risk insurers;
|
|
(aa)
|
Except with approval of the Owner, the Bareboat Charterer shall not enter into any charter commitment of the Vessel other than the Bareboat Charter and Acceptable Sub-Charter;
|
|
(ab)
|
Ensure that the Vessel is maintained by the Managers or an internationally recognised and reputable technical and commercial manager during the Charter Period;
|
|
(ac)
|
On an annual basis, the Bareboat Charterer shall to Owner provide at its cost, a valuation of the Vessel carried out by an Approved Valuer;
|
|
(ad)
|
The Bareboat Charterer shall throughout the Charter Period ensure that the Vessel is at all times operated and maintained in accordance with the then prevailing and generally accepted industry standards for operation and maintenance of similar Vessels;
|
|
(ae)
|
promptly inform the Owner of:-
|
|
(i)
|
any material occurrence of which it becomes aware which has or which might reasonably be expected to have a Material Adverse Effect;
|
|
(ii)
|
any Default under this Bareboat Charter of which it becomes aware and will from time to time, if so requested by the Owner, confirm to the Owner in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing.
|
|
(af)
|
procure that there is no Change of Control in relation to the Bareboat Charterer or the Bareboat Charterer Guarantor without the prior consent of the Owner (such consent not to be unreasonably withheld or delayed); and
|
|
(ag)
|
To proceed with an MLP on the following conditions:
|
|
(1)
|
The Bareboat Charterer undertakes to procure that upon the occurrence of MLP, Golar MLP shall, for such time it is the Parent, forthwith grant the MLP Guarantee, which shall include the following covenants:
|
|
(2)
|
Golar MLP or Golar OpCo (as relevant) shall have granted a replacement Shares Security in respect of the Bareboat Charterer to the Owner in form and substance acceptable to the Owner.
|
|
(3)
|
The Bareboat Charterer, Golar OpCo, Golar MLP shall deliver to the Owner such documents as the Owner may require in connection with the MLP, including any corporate authorisations for the Bareboat Charterer,
|
|
(ah)
|
undertakes and agrees that throughout the Charter Period, without prior written approval by the Owner:
|
|
(1)
|
the Bareboat Charterer shall not create or permit to subsist any Encumbrance over the Vessel (save for the Permitted Encumbrances);
|
|
(2)
|
without prejudice to Clause 34(a), the Bareboat Charterer shall not repudiate or terminate the Management Agreement or amend or vary any of its material terms of, or permit or suffer any amendment or variation of any of its material terms and procure that the Manager at all times shall comply with all relevant international and domestic regulations pertaining to the operation of the Vessel;
|
|
(3)
|
the Bareboat Charterer shall not incur any indebtedness other than any indebtedness incurred in the ordinary course of its business or incurred from any of its shareholders on no worse terms than those available in an arm's length transaction;
|
|
(4)
|
the Bareboat Charterer shall not acquire any assets other than assets acquired in the ordinary course of its business or acquired from any of its shareholders on no worse terms than those available in an arm's length transaction.
|
|
CLAUSE 50.
|
PURCHASE OPTION, PURCHASE OBLIGATION AND PUT OPTION
|
|
50.1
|
The Bareboat Charterer shall have the option (the “
Purchase Option
”) to purchase the Vessel on an “as is, where is” basis and to terminate this Bareboat Charter on any Purchase Option Date, provided that:
|
|
(a)
|
no Termination Event has occurred and is continuing, and no other event has occurred, which with the giving of notice and/or lapse of time would, if not remedied, would constitute a Termination Event;
|
|
(b)
|
the Bareboat Charterer shall serve the Owner with at least four (4) months’ prior written notice, which shall notify the Owner of its intention to exercise its purchase option and terminate this Bareboat Charter pursuant to this Clause 50.1 and shall specify the intended Purchase Option Date; and
|
|
(c)
|
on or before the intended Purchase Option Date, pay to the Owner the Purchase Option Price calculated in accordance with Appendix IV of this Agreement.
|
|
50.2
|
In the event that the Bareboat Charterer exercises the Purchase Option and has fully satisfied its obligations under the said Clause 50.1, the Owner shall transfer to the Bareboat Charterer (or its nominee) all of the Owner’s rights, title and interests in and to the Vessel on the basis of "as is, where is" with any mortgage created pursuant to a Security Document and the Mortgagee’s mortgage fully discharged and free from all other Encumbrances caused by the Owner. All registration, reasonable legal or other
|
|
50.3
|
In the event that the Bareboat Charterer exercises the Purchase Option the Bareboat Charterer shall (i) pay to the Owner, in addition to the Purchase Option Price referred to in Clause 50.1(c), a prepayment fee in an amount equal to zero point five per cent (0.5%) of the Purchase Option Price and (ii) indemnify the Owner on demand for any and all reasonable liabilities, losses, costs and expenses incurred by the Owner (including costs in relation to the termination of any USD interest rate swaps) pursuant to this Clause 50.
|
|
50.4
|
If no Purchase Option has been exercised by the Bareboat Charterer during the Charter Period, on the last day of the Charter Period, the Bareboat Charterer shall be obligated to purchase the Vessel from the Owner at the Purchase Obligation Price (the “
Purchase Obligation
”). Upon payment by the Bareboat Charterer of the Purchase Obligation Price, the Owner shall transfer to the Bareboat Charterer (or its nominee) all of the Owner’s rights, title and interests in and to the Vessel on the basis of "as is where is" with any mortgage created pursuant to a Security Document and the Mortgagee’s mortgage fully discharged and free from other Encumbrances caused by the Owner and without any further representation or warranty from the Owner. All registration, reasonable legal or other expenses directly incurred in transferring the title from the Owner to the Bareboat Charterer (or its nominee) shall be for the Bareboat Charterer’s account. If the Bareboat Charterer fails to comply with the Purchase Obligation and pay the Purchase Obligation Price within five (5) days from the date the Owner notifies the Bareboat Charter of its Purchase Obligation, the Owner shall be entitled to terminate the Bareboat Charter forthwith in accordance with Clause 45.
|
|
50.5
|
In the event that the Acceptable Sub-Charter is terminated, repudiated, rescinded or cancelled for any reason whatsoever or if no agreement is reached regarding any change to the insurance provisions pursuant to Clause 41.4, in either case on or after the 5
th
anniversary of the Bareboat Charter during the Charter Period, and the Bareboat Charterer is unable to secure a Replacement Sub-Charter and procure a Replacement Sub-Charter Guarantee, the Owner shall be entitled to require the Bareboat Charterer to purchase the Vessel (as is, where is) (a “
Put Option
”) at the Purchase Option Price set out in Appendix IV of this Agreement). The Put Option shall be deemed to be exercised forthwith upon the giving of notice in writing by the Owner to the Bareboat Charterer immediately. In addition, the Bareboat Charter shall pay the Owner a prepayment fee in an amount equal to zero point five per cent (0.5%) of the Purchase Option Price ( such prepayment fee together with the Purchase Option Price a “
Put Option Price
”). In addition, the Bareboat Charter shall indemnify the Owner on demand for any and all reasonable liabilities, losses, costs and expenses incurred by the Owner (including costs in relation to the termination of any USD interest rate swaps) pursuant to this Clause 50.5. Failure to comply with this Clause 50.5 constitutes a Termination Event within the meaning of Clause 44 and entitles the Owner to terminate the Bareboat Charter in accordance with Clause 45.
|
|
50.6
|
In the event that the Acceptable Sub-Charter is terminated, repudiated, rescinded or cancelled for any reason whatsoever or if no agreement is reached regarding any change to the insurance provisions pursuant to Clause 41.4, in either case prior to the 5
th
anniversary of the Bareboat Charter and the Bareboat Charterer is unable to secure a Replacement Sub-Charterer and procure a Replacement Sub-Charter Guarantee, the Owner shall be entitled to require the Bareboat Charterer to purchase the Vessel (as is, where is) (a “
Put Option
”) for a price (a “
Put Option Price
”)
calculated as follows:
|
|
(i)
|
the aggregate of the full amount of the Charter-Hire Principal then outstanding, including for the avoidance of doubt any Fixed Charter-hire unpaid at such time and the Purchase Obligation Price but excluding the Upfront Amount;
|
|
(iii)
|
all Variable Charter-hire due and payable but unpaid under the Bareboat Charter up to the Termination Date together with interest, if any, (as stipulated in Clause 39.6) accrued thereon from the due date therefor to the Termination Date; and
|
|
(iv)
|
a prepayment fee in an amount equal to two per cent (2%) on the aggregate of (i) and (ii) above.
|
|
50.7
|
Both the Owner and the Bareboat Charterer agree to use the form of Vessel Buyback Agreement set out in
Appendix III
of this Bareboat Charter for the transfer as described in this Clause 50.
|
|
CLAUSE 51.
|
REDELIVERY OF VESSEL
|
|
51.1
|
Redelivery of the Vessel shall occur if the Bareboat Charter is terminated in accordance with Clause 45 and the Owner elects to retake possession of the Vessel. Pending the actual Redelivery, the Bareboat Charterer shall be obliged at its own cost, to take such action as Owner may prescribe to protect the Vessel.
|
|
51.2
|
Without prejudice to Clause 45 (
Owner’s Right on Termination
), at the risk, time and expense of the Bareboat Charterer, the Bareboat Charter shall demobilise the Vessel from the Project Site and redeliver the same to the Owner hereunder within thirty (30) days of the date of the notice for Redelivery by the Owner: (i) subject to compliance with insurance policies, at the nearest safe and available port practical for the Bareboat Charterer without hindrance or interference by the courts or local authorities, or at such other port as the parties may mutually agree, within the permitted redelivery range contained herein and without prejudice to its obligations herein; (ii) with her class maintained without any conditions or recommendation; (iii) free of average damage affecting the Vessel’s class; (iv) with all the Vessel’s classification, trading, national and international certificates, valid and un-extended without conditions or recommendation and falling due for a minimum of three (3) months from the time of redelivery; (v) in the same or as good structure, state, condition and Class as that in which she was deemed to be delivered under Clause 3 of Part II of this Bareboat Charter, fair wear and tear not affecting Class excepted; (vi) with all such spare parts and other equipment (or equivalent replacements) she had at the time of Delivery under this Bareboat Charter; (vii) having been dry-docked in accordance with the rules and regulations of the Classification Society; (viii) having had her underwater parts treated with ample anti-fouling to last for the ensuing period up to the next scheduled dry docking of the Vessel; (ix) free of any cargo and passengers (unless otherwise agreed by the Owner); (x) with all information generated during the Charter Period in respect of the use, possession, operation, navigation and the physical condition of the Vessel, whether or not such information is contained in the Bareboat Charterer’s equipment, computer or property; (xi) deletion of the bareboat charter registration in favour of the Bareboat Charterer and reinstatement of the underlying registry in favour of the Owner if applicable; and (xii) on or before redelivery, a fully executed deed of novation to novate the Bareboat Charterer’s rights under Article IX (Warranty of Quality) of the Conversion Contracts to the Owner, if applicable.
|
|
51.3
|
The Owner shall, during the period of thirty (30) days prior to the end of the Charter Period, be entitled (subject to the Bareboat Charterer not having exercised its Purchase Option at that time), at its own risk, expense and time, to place one or more
|
|
51.4
|
Without prejudice to the generality or the provisions of Clause 8, Part II, any inspection of the Vessel carried out pursuant thereto may include an under-water inspection of the Vessel provided that the same shall be carried out during such time as she is in port.
|
|
51.5
|
Such inspection of the Vessel's parts below the deepest load line shall be carried out by a Class-approved diver with the Class surveyor in attendance at the Owner's risk and expense on arrival at port of redelivery. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective, so as to affect the Vessel's certificate of Class, such defects shall be made good at the Bareboat Charterer's expense and time to the reasonable satisfaction of the Classification Society.
|
|
CLAUSE 52.
|
INDEMNITY
|
|
52.1
|
The Bareboat Charterer agrees that is shall at all times during this Bareboat Charter assume all liability for and shall defend, indemnify and hold Owner harmless from and against:
|
|
(a)
|
Any and all reasonable and documented costs and expenses directly incurred by the Owner as a result of its entering into of this Bareboat Charter, the Transaction Documents and the Security Documents, including without limitation the costs, expenses, fees, charges for legal services, evaluation, consultancy, survey, registration of relevant charges, perfection of any securities and others arising out of or in connection with this Bareboat Charter (for the avoidance of doubt, the Bareboat Charterer shall have the benefit of any fee cap or other fee arrangement agreed by the Owner with its advisers);
|
|
(b)
|
any and all reasonable and documented costs and expenses directly incurred in connection with this Bareboat Charter and any Security Document or the Vessel, and any costs, charges, or expenses which the Bareboat Charterer have agreed to pay under this Bareboat Charter and shall be claimed or assessed against or paid by the Owner;
|
|
(c)
|
any Taxes (as defined in Clause 39.4) imposed on, or suffered by, the Owner;
|
|
(d)
|
any and all Losses suffered or incurred by the Owner and arising directly or indirectly out of the design, manufacture, delivery, non-delivery, purchase, importation, registration, ownership, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or otherwise in connection with the Vessel including but not limited to those Losses described in Clause 47.5 and including any and all claims in tort or in contract by a sub-charterer of the Vessel from the Bareboat Charterer or by the holders of any Bills of Lading issued by the Bareboat Charterer;
|
|
(e)
|
any and all Losses suffered or incurred by the Owner which result directly or indirectly from claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;
|
|
(f)
|
any and all Losses suffered or incurred by the Owner (acting reasonably) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom;
|
|
(g)
|
any and all Losses suffered or incurred by Owner as a result of any termination of the Acceptable Sub-Charter due to the act or omission of the Bareboat Charterer or the Acceptable Sub-Charterer including but not limited to all reasonable costs directly or indirectly incurred in connection with selling the Vessel pursuant to Clause 43.1 and Redelivery pursuant to Clause 51, unless caused by the Owner;
|
|
(h)
|
any and all Losses suffered or incurred by the Owner with respect to or as a direct result of the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Bareboat Charterer; and
|
|
(i)
|
any and all Losses incurred or suffered by the Owner in liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event.
|
|
52.2
|
If, under any applicable law, whether as a result of judgment against the Bareboat Charterer or the liquidation of the Bareboat Charterer or for any other reason, any payment to be made by the Bareboat Charterer under or in connection with this Bareboat Charter is made or is recovered in a currency other than the currency (the "
currency of obligation
") in which it is payable pursuant to this Bareboat Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Bareboat Charter, the Bareboat Charterer shall as a separate and independent obligation, fully indemnify the Owner against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange' means the best rate at which the Owner is able on the relevant date to purchase the currency of obligation with the other currency.
|
|
52.3
|
The indemnities contained in this Clause 52, and each other indemnity contained in this Bareboat Charter, shall survive any termination or other ending of this Bareboat Charter and any breach by, or repudiation or alleged repudiation by, the Bareboat Charterer or the Owner of this Bareboat Charter.
|
|
52.4
|
All moneys payable by the Bareboat Charterer under this Clause 52 shall be paid on demand but in any event within five (5) Business Days after the date of the Owner’s demand.
|
|
CLAUSE 53.
|
COMMUNICATION
|
|
(a)
|
In the case of the Owner:
|
|
Postal Address:
|
c/o CSSC (Hong Kong) Shipping Company Limited, Shanghai Office
|
|
(b)
|
In the case of the Bareboat Charterer:
|
|
Postal Address: c/o Golar Management Ltd, 13th Floor, 1 America Square,
|
17 Crosswall, London, EC3N 2LB, United Kingdom
|
|
CLAUSE 54.
|
LAW AND JURISDICTION
|
|
54.1
|
Governing law
|
|
54.2
|
Proceedings
|
|
CLAUSE 55.
|
NO PARTNERSHIP OR AGENCY
|
|
CLAUSE 56.
|
SEVERABILITY CLAUSE
|
|
CLAUSE 57.
|
THIRD PARTY RIGHTS
|
|
CLAUSE 58.
|
CUMULATIVE RIGHTS AND NO WAIVER
|
|
CLAUSE 59.
|
CONFIDENTIALITY
|
|
59.1
|
to its directors, employees, advisors, consultants, agents, subcontractors and Affiliates who have a need to know for the performance of the project and the Bareboat Charter and who have been informed of the obligations of confidentiality herein, and each Party shall ensure that its directors, employees, advisors, consultants, agents, subcontractors and Affiliates comply with this Clause 59;
|
|
59.2
|
to financial advisors, investment bankers, underwriters, brokers, lenders or other lending or financial institution advising on, providing or considering the provision of financing to the receiving Party;
|
|
59.3
|
to any third party to whom is required to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
|
|
59.4
|
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administration or other proceedings or disputes in respect of the terms of this Bareboat Charter.
|
|
CLAUSE 60.
|
CONDITIONS PRECEDENT
|
|
60.1
|
The effectiveness of this Bareboat Charter (save for Clauses 39.2 which shall become effective immediately upon the execution of this Bareboat Charter) shall be subject to the fulfilment of the following conditions precedent:
|
|
(a)
|
the Owner’s receipt of an executed original of each Security Document in favour of the Owner and an executed original of the acknowledgment to the Assignment of the Sub-Charter Documents from the Acceptable Sub-Charterer;
|
|
(b)
|
the Owner’s receipt of the following documents (where applicable, in a form and substance reasonably required by the Owner):
|
|
(i)
|
certified true copies of the up-to-date Certificate of Incorporation and Articles of Association (or, in each case, its equivalent in its place of incorporation) of the Bareboat Charterer;
|
|
(ii)
|
an original copy of the up-to-date Good Standing Certificate of the Bareboat Charterer (or its equivalent in its place of incorporation);
|
|
(iii)
|
such documentary evidence (including the board of directors' resolutions) legally sufficient to show the due corporate approval by any Obligor of this Bareboat Charter and any Transaction Documents to which such Obligor is a party and the due authorisation by such Obligor in favour of a person or persons to execute for and on behalf of such Obligor this Bareboat Charter and any Transaction Documents to which such Obligor is a party under seal (where appropriate) and any other notices and documents required in connection therewith, amongst other things, including:
|
|
A.
|
such Obligor’s original or certified copy of board of directors' or shareholders’ resolutions which approves the transaction contemplated therein; and
|
|
B.
|
notarized Power of Attorney in favour of the signatory/ies in English showing the due corporate approval by such Obligor of this Bareboat Charter and any Transaction Documents to which such Obligor is a party and the due authorisation by such Obligor in favour of a person or persons to execute for and on behalf of such Obligor this Bareboat Charter and any Transaction Documents to which such Obligor is a party under seal (where appropriate) and any other notices and documents required in connection therewith;
|
|
(iv)
|
certified true copies of the up-to-date Business Licence and Articles of Association (or, in each case, its equivalent in its place of incorporation) of the Guarantor;
|
|
(v)
|
such documentary evidence (including the board of directors' resolutions) legally sufficient to show the due corporate approval by the Guarantor of the provision of the Bareboat Charter Guarantee and the due authorisation by the Guarantor in favour of a person or persons to execute for and on behalf of the Bareboat Charter Guarantee under seal (where appropriate), amongst other things, including:
|
|
A.
|
the Guarantor original or certified copy of board of directors' or shareholders’ resolutions (as appropriate and required according the Articles of Association of the Guarantor) which approves the providing of the Bareboat Charter Guarantee in favour of the Owner;
|
|
B.
|
notarized Power of Attorney in favour of the signatory/ies in English showing the due authorisation by the Guarantor in favour of a person or persons to execute for and on behalf of the Bareboat Charterer this Bareboat Charter and any Transaction Documents to which the Bareboat Charterer is a party under seal (where appropriate) and any other notices and documents required in connection therewith;
|
|
(vi)
|
the Group Structure Chart;
|
|
(c)
|
such evidence as the Owner may reasonably require as to the due execution of any Charter Document and the due incorporation of the Acceptable Sub-Charterer and by the Acceptable Sub-Charter Guarantor, their power and authority to enter into and perform each relevant Charter Document to which it is a party and all other documents and instruments to give effect to the same;
|
|
(d)
|
a copy of any Authorisation or other document, opinion or assurance which the Owner considers to be necessary or desirable (if it has notified the Bareboat Charter accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document;
|
|
(e)
|
evidence of delivery of the Vessel pursuant to the MOA;
|
|
(f)
|
An original counterpart of the Bareboat Charter, the Fee Letter, the Mortgage, the Shares Security, the Bareboat Charter Guarantee, the Vessel Contracts Assignment, the Acceptable Sub-Charter, the Acceptable Sub-Charter Guarantee, the Manager’s Undertaking and the General Assignment each duly executed and delivered by the parties thereto as well as evidence that all notices, acknowledgements, authorizations, invoices, letters, transfers, certificates and other any other documents required thereunder have been duly executed and delivered;
|
|
(g)
|
If relevant, legal opinions from Cameroon counsel confirming the effectiveness and enforceability of the Binding Term sheet or, as the case may be, the TSA, failing which a confirmation in writing from the Bareboat Charterer that it has procured all Consents and Project Authorisations required in connection with the Project and the operation of the Vessel, the Binding Term Sheet, the TSA (if applicable) and Perenco Security Arrangements are in full force and effect.
|
|
(h)
|
audited financial statements in respect of the Group on a consolidated basis and unaudited financial statements in respect of the Bareboat Charterer as at their respective last financial year;
|
|
(i)
|
evidence that Golar Management Ltd has accepted its appointment as agent for service of process for the Bareboat Charterer and the Guarantor under the Transaction Documents to which they are respectively a party;
|
|
(j)
|
such documentary evidence relating to the Bareboat Charterer and the Guarantor as the Owner may require to satisfy its “know your customer” regulatory obligations;
|
|
(k)
|
evidence that all fees, costs and expenses due under the Bareboat Charter and each Transaction Document have been paid by the Bareboat Charterer; and
|
|
(l)
|
evidence satisfactory to the Owner than the Vessel is registered with the Flag State(s).
|
|
60.2
|
As condition precedent to delivery of the Vessel under this Bareboat Charter, the Bareboat Charterer shall prior to or on the Delivery Date, obtain and deliver to the Owner the following documents in form and substance satisfactory to the Owner:
|
|
(a)
|
The Delivery Costs and any other amount which is due and payable having been paid by the Bareboat Charterer;
|
|
(b)
|
evidence as supported by the insurance broker’s original statement (including all insurance policies) that the Vessel is adequately insured in accordance with the provisions of this Bareboat Charter, draft of which shall be provided to the Owner for comments and or approval at least seven (7) Business Days before the Delivery Date;
|
|
(c)
|
duly executed original Security Documents in favour of the Owner (together with all notices, consents, acknowledgements, letters and other documents required to be received, given or exchanged pursuant to the aforesaid Security Documents other than the letter of undertakings from the Approved Brokers and Approved Insurers);
|
|
(d)
|
certified copy of the Management Agreement;
|
|
(e)
|
copy of the Classification Certificate of the Vessel issued by the Classification Society and all other Vessel's certificates and relevant delivery documents, including the valid and current (a) Document of Compliance under the ISM Code in respect of the Manager, (b) Safety Management Certificate (“SMC”) under the ISM Code in respect of the Vessel, (c) ISSC in respect of the Vessel, (d) International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL;
|
|
(f)
|
a written statement from the Bareboat Charterer that, as at the Delivery Date, no Event of Default under the Pre-delivery Financing Agreement has occurred which is continuing unremedied; and
|
|
(g)
|
on the Delivery Date, each of the representations and warranties contained in Clause 47 being true and correct in all material respects by reference to the facts and circumstances then existing; and
|
|
(h)
|
any document that the Mortgagee may reasonably require in connection with the conditions precedent set out in this Clause 60.2.
|
|
CLAUSE 61.
|
LENDERS’ REQUIREMENTS FOR FURTHER AMENDMENTS
|
|
CLAUSE 62.
|
NOMINATION
|
|
CLAUSE 63.
|
REGISTRATION
|
|
CLAUSE 64.
|
ADDITIONAL CLAUSES
|
|
CLAUSE 65.
|
CONCLUSIVE AGREEMENT
|
|
THE OWNER
By: ______________________
Name:
Title: Director / Attorney-in-fact
|
THE CHARTERER
By: ________________________
Name:
Title: Director / Attorney-in-fact
|
|
End of Charter Year
|
Purchase Option Price
|
|
5
|
52.5% of the Purchase Price
|
|
6
|
47.0% of the Purchase Price
|
|
7
|
41.5% of the Purchase Price
|
|
8
|
36.0% of the Purchase Price
|
|
9
|
30.5% of the Purchase Price
|
|
BAREBOAT CHARTERER
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR HILLI CORPORATION
In the presence of
|
)
)
)
|
/s/ Brian Tienzo
|
|
|
|
Signature/Title Attorney in fact
|
|
OWNER
|
|
|
|
SIGNED
by
For and on behalf of
FORTUNE LIANJIANG SHIPPING S.A.
In the presence of
|
)
)
)
|
/s/ Yang Li
|
|
|
|
Signature/Title
|
|
End of Charter Year
|
Purchase Option Price
|
|
5
|
52.5%
of the Purchase Price
|
|
6
|
47.0%
of the Purchase Price
|
|
7
|
41.5%
of the Purchase Price
|
|
8
|
36.0%
of the Purchase Price
|
|
9
|
30.5%
of the Purchase Price
|
|
BAREBOAT CHARTERER
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR HILLI CORPORATION
In the presence of
|
)
)
)
|
/s/ Brian Tienzo
|
|
|
|
Signature/Title Attorney in fact
|
|
OWNER
|
|
|
|
SIGNED
by
For and on behalf of
FORTUNE LIANJIANG SHIPPING S.A.
In the presence of
|
)
)
)
|
/s/ Yang Li
|
|
|
|
Signature/Title
|
|
|
Dated
9 September 2015
|
|
|
GOLAR HILLI CORPORATION
as Borrower
GOLAR HILLI CORPORATION
as Seller
GOLAR HILLI CORPORATION
as Bareboat Charterer
and
GOLAR LNG LIMITED
as Guarantor
and
FORTUNE LIANJIANG SHIPPING S.A.
as Lender
FORTUNE LIANJIANG SHIPPING S.A.
as Buyer
FORTUNE LIANJIANG SHIPPING S.A.
as Owner
|
||
|
COMMON TERMS AGREEMENT
in respect of financing for FLNG "HILLI"
|
||
|
(1)
|
GOLAR HILLI CORPORATION
as Borrower;
|
|
(2)
|
GOLAR HILLI CORPORATION
as Seller;
|
|
(3)
|
GOLAR HILLI CORPORATION
as Bareboat Charterer;
|
|
(4)
|
GOLAR LNG LIMITED
as Guarantor;
|
|
(5)
|
FORTUNE LIANJIANG SHIPPING S.A.
as Lender;
|
|
(6)
|
FORTUNE LIANJIANG SHIPPING S.A.
as Buyer; and
|
|
(7)
|
FORTUNE LIANJIANG SHIPPING S.A.
as Owner.
|
|
(A)
|
Golar Hilli and the Builder have entered into the Conversion Contracts for the Conversion Works to be carried out in respect of the Vessel.
|
|
(B)
|
In order to part-finance the Conversion Works in respect of the Vessel, Golar Hilli as "Borrower" has entered into or will enter into the Pre-delivery Financing Agreement with Fortune as "Lender" whereby the Lender will agree to make available the Pre-delivery Financing up to the Facility Limit (and subject to the terms and conditions set out in the Pre-delivery Financing Agreement).
|
|
(C)
|
The obligations of the Borrower under the Pre-delivery Financing Agreement will be guaranteed by GLNG as "Guarantor" pursuant to the Pre-delivery Guarantee in favour of the Lender.
|
|
(D)
|
Golar Hilli has entered into the Binding Term Sheet in respect of the Vessel for FLNG tolling services and the Perenco Security Arrangements have been established.
|
|
(E)
|
Upon or following the Revenue Start Date, but not later than the Cancelling Date, Golar Hilli as "Seller" will deliver the Vessel to Fortune as "Buyer" pursuant to the MOA, whereupon the Purchase Price will be made available in order to, inter alia, repay the Pre-delivery Financing.
|
|
(F)
|
Immediately upon Delivery of the Vessel by the Buyer to the Seller under the MOA, Fortune as "Owner" will deliver the Vessel to Golar Hilli as "Bareboat Charterer" pursuant to the Bareboat Charter.
|
|
(G)
|
GLNG as "Guarantor" will guarantee to the Owner the performance of the Bareboat Charterer's obligations under the Bareboat Charter and the MOA (subject to the terms and conditions set out in the Bareboat Charter Guarantee).
|
|
1
|
Definitions
|
|
1.1
|
The following defined terms shall be applicable to the Common Terms Documents as applicable:
|
|
(a)
|
the Binding Term Sheet;
|
|
(b)
|
the TSA; or
|
|
(c)
|
a Replacement Sub-Charter
|
|
(a)
|
the Perenco Security Arrangements; or
|
|
(b)
|
a Replacement Sub-Charter Guarantee
|
|
(a)
|
such corporation(s) as approved by the Lender acting reasonably as the person(s) to provide the Perenco Security Arrangements; or
|
|
(b)
|
a Replacement Sub-Charter Guarantor
|
|
(a)
|
Sanaga Partners; or
|
|
(b)
|
a Replacement Sub-Charterer
|
|
(a)
|
the Vessel subject to the Builder’s Mortgage;
|
|
(b)
|
the Conversion Contracts (and, for the avoidance of doubt, including the Keppel Guarantee);
|
|
(c)
|
the Insurances, Earnings and Requisition Compensation;
|
|
(d)
|
the Builder's Risks Insurances; and
|
|
(e)
|
the Charter Documents;
|
|
(a)
|
the Borrower Assigned Property;
|
|
(b)
|
all the Borrower's other assets and undertakings; and
|
|
(c)
|
all proceeds of realisation or enforcement of any Security Interest under a Security Document in or over any of the foregoing or the exercise of all and any rights, powers and remedies in relation to any such Security Interest over the foregoing
|
|
(a)
|
the interest which the Lender should have received pursuant to the terms of the Pre-delivery Financing Agreement for the period from the date of receipt of all or any part of the principal amount of the Loan to the last day of the current Interest Period in respect of the Loan, had the principal amount received been paid on the last day of that Interest Period
|
|
(b)
|
the amount of interest which the Lender would be able to obtain by placing an amount equal to the principal amount received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
|
|
(a)
|
all policies and contracts of insurance; and
|
|
(b)
|
all entries of the Vessel in a protection and indemnity or war risks or other mutual insurance association in the joint names of: (i) the Builder (in the case of the Vessel) and (ii) the Borrower in respect of or in connection with the Vessel taken out under the EPC Contract and the Topsides Contract;
|
|
(a)
|
deposits with first class international banks the maturity of which does not exceed 12 months;
|
|
(b)
|
bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norwegian or United States Governments; and
|
|
(c)
|
any other instrument approved by the Lender or, as the case may be, the Owner
|
|
(a)
|
GLNG and Golar MLP cease to, on an aggregate basis, directly or indirectly control at least 70% equity interest in Golar Hilli; and
|
|
(b)
|
prior to an MLP, two or more persons acting in concert or any individual person:
|
|
(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 GLNG 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 GLNG; or
|
|
(c)
|
after an MLP has occurred, 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% 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).
|
|
(a)
|
the Bareboat Charter Documents and any other guarantee or security given to or issued for the benefit of the Owner by any person for the Bareboat Charterer's obligations under them; and
|
|
(b)
|
any Acceptable Sub-Charter, any Acceptable Sub-Charter Guarantee and any other guarantee or security given to or issued for the benefit of the Bareboat Charterer by any person for the Acceptable Sub-Charterer’s obligations under them
|
|
(a)
|
is or becomes public information other than as a direct or indirect result of any breach by the Lender of clause 30 (Confidentiality) of the Pre-delivery Financing Agreement; or
|
|
(b)
|
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
|
|
(c)
|
is known by Fortune before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the Lender, the Buyer or the Owner after that date, from a source which is, as far as Fortune is aware, unconnected with the Group and which, in either case, as far as Fortune is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality
|
|
(a)
|
any Event of Default; or
|
|
(b)
|
any event or circumstance specified in clause 18 (Events of Default) of the Pre-delivery Financing Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents in relation to the Pre-delivery Financing Agreement or any combination of the foregoing) be an Event of Default;
|
|
(a)
|
in accordance with the terms of the MOA from the Seller to the Buyer; and
|
|
(b)
|
in accordance with the terms of the Bareboat Charter from the Owner to the Bareboat Charterer
|
|
(a)
|
in respect of the MOA, the date on which Delivery actually occurs (calculated from 00:01 am of that date) as evidenced by the relevant Protocol of Delivery and Acceptance, duly executed by the Seller and the Buyer under the MOA and the Owner and the Bareboat Charterer under the Bareboat Charter, such date to be after the Scheduled Commissioning Start Date and no later than the Cancelling Date; and
|
|
(b)
|
in respect of the Bareboat Charter, the date on which the Vessel is delivered by the Owner to the Bareboat Charter under the Bareboat Charter (calculated from 00:01 am of that date) as evidenced by the relevant Protocol of Delivery and Acceptance.
|
|
(a)
|
the Vessel or the Borrower or the Manager or the Bareboat Charterer is reasonably likely to be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of the Pre-delivery Financing Agreement); and/or
|
|
(b)
|
the Vessel is or may reasonably be expected to be arrested or attached in connection with any such Environmental Claim
|
|
(a)
|
seven hundred million dollars ($700,000,000); and
|
|
(b)
|
60% of the Initial Project Budget;
|
|
(a)
|
all Performance Tests at the Project Site;
|
|
(b)
|
Project Site Commissioning;
|
|
(c)
|
pre-commissioning of the Sub-Contract Works;
|
|
(d)
|
commissioning of the Builder's Works;
|
|
(e)
|
mechanical completion certificates;
|
|
(f)
|
commissioning certificates;
|
|
(g)
|
protocol of mechanical completion;
|
|
(h)
|
protocol of redelivery and acceptance; and
|
|
(i)
|
certificate of Vessel Leaving the Yard
|
|
(a)
|
in respect of the Pre-delivery Financing Agreement:
|
|
(i)
|
the Pre-delivery Financing Agreement;
|
|
(ii)
|
the Pre-delivery Security Documents;
|
|
(iii)
|
the Fee Letter;
|
|
(iv)
|
the Co-ordination Agreement;
|
|
(v)
|
each Drawdown Notice; and
|
|
(vi)
|
any other documents designated as such by the Lender and the Borrower at any time;
|
|
(b)
|
in respect of the Bareboat Charter:
|
|
(i)
|
the Bareboat Charter Documents;
|
|
(ii)
|
the Post-delivery Security Documents;
|
|
(iii)
|
the Fee Letter; and
|
|
(iv)
|
any other documents designated as such by the Owner and the Bareboat Charterer at any time
|
|
(a)
|
money borrowed and debit balances at banks or other financial institutions;
|
|
(b)
|
any debt instrument;
|
|
(c)
|
acceptance credit facilities;
|
|
(d)
|
receivables sold or discounted (other than any receivables to the extent they are old on a non-recourse basis);
|
|
(e)
|
deferred payments for assets or services acquired (but not ordinary trade credit);
|
|
(f)
|
finance leases and hire purchase contracts;
|
|
(g)
|
a counter-indemnity in respect of a guarantee given by a financial institution;
|
|
(h)
|
any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value will be taken into account);
|
|
(i)
|
any other transaction having the commercial effect of a borrowing; and
|
|
(j)
|
guarantees of Indebtedness of any person falling within any of (a) to (i) above
|
|
(a)
|
prior to an MLP, GLNG, or
|
|
(b)
|
after an MLP, either (i) Golar MLP or (ii) GLNG and Golar MLP together in their relevant proportions;
|
|
(a)
|
Fortune; and
|
|
(b)
|
an Affiliate of Fortune
|
|
(a)
|
Golar Hilli or the Guarantor becomes insolvent or unable to pay its debts;
|
|
(b)
|
Golar Hilli or the Guarantor is dissolved or enters into liquidation, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction other than England or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction; or any step is taken by any person with a view to any of those things;
|
|
(c)
|
Golar Hilli or the Guarantor ceases to carry on business, stops payment of its debts or any class of them or enters into any compromise or arrangement in respect of its debts or any class of them; or takes any step to do any of those things;
|
|
(d)
|
any judgment or order against Golar Hilli or the Guarantor is not stayed or complied with within 14 days;
|
|
(e)
|
any execution, distress, sequestration or other legal process is commenced against any of the assets of Golar Hilli or the Guarantor and is not discharged within 7 days; or
|
|
(f)
|
any steps are taken to enforce any security over any assets of Golar Hilli or the Guarantor
|
|
(a)
|
the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
|
|
(b)
|
the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;
|
|
(c)
|
similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
|
|
(d)
|
any reservations as to matters of law referred to in the legal opinions to be delivered to the Lender under clause 4 (Advances) of the Pre-delivery Financing Agreement
|
|
(a)
|
the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for a period of 3 months and as displayed on the "LIBOR 01" or "LIBOR 02" page on the Thomson Reuters screen (or any replacement the Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of the Thomson Reuters at or about 11:00 a.m. (London time) on the Quotation Day; or
|
|
(b)
|
if, on the Quotation Day, no such rate appears is available under paragraph (a), LIBOR shall be the arithmetic mean (rounded up to the nearest five (5) decimal places) of the respective offered rates quoted by leading banks to Fortune in the London interbank market for deposits in Dollars in an amount comparable to such sum for such period at or about 11:00 a.m. (London time) (or such other period as may be required under the Bareboat Charter (with Fortune notifying the Bareboat Charterer of such requirement promptly after the execution of the Bareboat Charter)) on the Quotation Day
|
|
(a)
|
the business, operations, property, condition (financial or otherwise) of the Borrower, Bareboat Charterer or Guarantor; or
|
|
(b)
|
the ability of an Obligor to perform all or any of its obligations under the Transaction Documents; or
|
|
(c)
|
the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any of the Finance Documents on the rights and remedies of Fortune under any of the Finance Documents.
|
|
(a)
|
subject to the proviso below, any amendment to the EPC Contract, the Topsides Contract, the Tripartite Direct Agreement, the Acceptable Sub-Charter or the Acceptable Sub-Charter Guarantee which relates to matters of a purely technical or operational nature which would not (in the reasonable opinion of Fortune (in consultation with the Technical Adviser) be expected to:
|
|
(i)
|
require Golar Hilli to effect or otherwise result in a material structural alteration to the Vessel or affect the safety or structural integrity thereof; or
|
|
(ii)
|
result in any change in the amount (by way of reduction) or calculation of the Charter-hire or the Acceptable Sub-Charter Hire; or
|
|
(iii)
|
result in any material change in the method or timing of payment of the Charter-hire or the Acceptable Sub-Charter Hire; or
|
|
(iv)
|
result in any material change in the method of the measurement of the performance of the Borrower, the Bareboat Charterer or the Acceptable Sub-Charterer and/or the Vessel; or
|
|
(v)
|
result in any change to the charter term under either the Bareboat Charter or the Acceptable Sub-Charter (subject to paragraph (b) below) or the termination provisions of the Bareboat Charter or the Acceptable Sub-Charter; or
|
|
(vi)
|
result in any change to the termination and/or force majeure provisions (if applicable) of a Project Document; or
|
|
(vii)
|
result in any breach of any Group Member's obligations under the Finance Documents; or
|
|
(viii)
|
result in any change to any counterparty to a Project Document; or
|
|
(ix)
|
result in any Cost Overruns which are not evidenced to the satisfaction of Fortune being fully funded by Golar Hilli by way of equity or a Shareholder Loan (which is subordinated to the rights of Fortune under the Finance Documents by way of a Subordination Deed); or
|
|
(b)
|
any extension of the term of the Bareboat Charter or the Acceptable Sub-Charter or any reduction of the term of the Bareboat Charter or the Acceptable Sub-Charter provided that the initial charter term following such reduction is a minimum of five (5) years; provided always that any amendment to the EPC Contract, the Topsides Contract, the Tripartite Direct Agreement, the Acceptable Sub-Charter or the Bareboat Charter anticipated in accordance with this definition shall only be permitted if on or before the date of any such amendment, Fortune shall have received, on terms satisfactory to it, evidence that the Pre-delivery Guarantor or, as the case may be, the Guarantor has reconfirmed all its obligations under the Pre-delivery Guarantee or, as the case may be, the Bareboat Charter Guarantee, the Keppel Guarantor has reconfirmed all its obligations under the Keppel Guarantee and that the Acceptable Sub-Charterer Guarantors have reconfirmed their obligations under any Acceptable Sub-Charter Guarantee and that the Bareboat Charter Guarantee, the Keppel Guarantee and any Acceptable Sub-Charter Guarantee continue in full force and effect together with such legal opinions as may be reasonably required in connection therewith
|
|
(a)
|
created pursuant to the Finance Documents and any Encumbrance arising from the own acts or defaults or claims against the Owner personally for which the Owner would not be entitled to indemnification under the Bareboat Charter;
|
|
(b)
|
for Taxes either not yet assessed or, if assessed, not yet due and payable or being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such Encumbrance do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Vessel;
|
|
(c)
|
liens arising in the ordinary course of business by statute or by operation of law in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such lien do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Vessel;
|
|
(d)
|
arising out of claims, judgements or awards against the Bareboat Charterer which are being contested in good faith or which are subject to a pending appeal and for which there shall have been granted a stay of execution pending such appeal and for the payment of which adequate reserves have been provided;
|
|
(e)
|
Permitted Liens;
|
|
(f)
|
until the Delivery Date, the Builder's Mortgage; or
|
|
(g)
|
approved by Fortune
|
|
(a)
|
Shares Security;
|
|
(b)
|
Bareboat Charter Guarantee;
|
|
(c)
|
Subordination Deed;
|
|
(d)
|
Vessel Contracts Assignments;
|
|
(e)
|
Manager's Undertaking;
|
|
(f)
|
General Assignment;
|
|
(g)
|
Assignment of the Sub-Charter Documents;
|
|
(h)
|
Account Security Deeds;
|
|
(i)
|
Quiet Enjoyment Letter;
|
|
(j)
|
Vessel Buy Back Agreement; and
|
|
(k)
|
any other document designated a "Post-delivery Security Document" by the Parties to the Bareboat Charter
|
|
(a)
|
Mortgage;
|
|
(b)
|
Shares Security
|
|
(c)
|
Pre-delivery Guarantee;
|
|
(d)
|
Subordination Deed;
|
|
(e)
|
Vessel Contracts Assignment;
|
|
(f)
|
Manager's Undertaking;
|
|
(g)
|
General Assignment;
|
|
(h)
|
Assignment of the Sub-Charter Documents; and
|
|
(i)
|
any other document designated a "Pre-delivery Security Document" by the Parties to the Pre-delivery Financing Agreement
|
|
(a)
|
any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or a breach of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other applicable law of any Relevant Jurisdiction or England and Wales; or
|
|
(b)
|
any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997
|
|
(a)
|
under the MOA substantially in the form of Schedule 1 to the MOA; and
|
|
(b)
|
under the Bareboat Charter substantially in the form of Appendix I to the Bareboat Charter
|
|
(a)
|
with respect to the Pre-delivery Financing Agreement, the redelivery of the Vessel by the Builder to the Borrower under the EPC Contract, as evidenced by the Protocol of Redelivery and Acceptance
|
|
(b)
|
with respect to the Bareboat Charter, the redelivery of the Vessel by the Bareboat Charterer to the Owner following termination of the Bareboat Charter
|
|
(a)
|
its jurisdiction of incorporation;
|
|
(b)
|
any jurisdiction where any Charged Property owned by it is situated; and
|
|
(c)
|
any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it;
|
|
(a)
|
that is listed on any Sanctions List or any other sanctions-related list of persons, vessels or entities published by or on behalf of the European Union, the member states of the European Union, the United States of America and any authority acting on behalf of them (in each case, whether designated by name or by reason of being included in a class of person, vessel or entity);
|
|
(b)
|
that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to comprehensive country-wide sanctions administered or enforced by the European Union, the member states of the European Union, the United States of America or any authority acting on behalf of any of them and which attach legal effect to being domiciled, registered as located in, having its main place of business in, and/or being incorporate under the laws of such country; or
|
|
(c)
|
that is directly or indirectly owned or controlled by a person referred to in paragraph(s) (a) and/or (b) above
|
|
(a)
|
Golar has, over a period of three (3) consecutive months, received in the Earnings Account sufficient monies to ensure that the aggregate of such monies will be equivalent to or greater than 1.2 times of the First Charter-hire; and
|
|
(b)
|
the Technical Advisor has in their due diligence report, verified and confirmed that:
|
|
(i)
|
the Vessel has been converted in accordance with the specifications set out in the Conversion Contracts;
|
|
(ii)
|
the Vessel meets the relevant performance requirements set out in the Binding Term Sheet or the TSA (if applicable); and
|
|
(iii)
|
the Vessel is in a position to earn sufficient monies pursuant to the Acceptable Sub-Charter to enable Golar Hilli to meet all its payment obligations under the Bareboat Charter.
|
|
(a)
|
in respect of the Pre-delivery Financing Agreement, the Pre-delivery Security Documents; and
|
|
(b)
|
in respect of the Bareboat Charter, the Post-delivery Security Documents
|
|
(a)
|
any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind in any jurisdiction;
|
|
(b)
|
any proprietary interest over an asset, or any contractual arrangement in relation to an asset, in each case created in relation to Financial Indebtedness and which has the same commercial effect as if security had been created over it; and
|
|
(c)
|
any right of set-off created by agreement
|
|
(a)
|
which is controlled, directly or indirectly, by the first mentioned company or corporation;
|
|
(b)
|
more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or
|
|
(c)
|
which is a Subsidiary of another Subsidiary of the first mentioned company or corporation
|
|
(a)
|
the full amount of the Charter-hire Principal then outstanding, including for the avoidance of doubt any Fixed Charter-hire unpaid at such time and the Purchase Obligation Price but excluding the Upfront Amount;
|
|
(b)
|
all Variable Charter-hire due and payable but unpaid under the Bareboat Charter up to and including the Termination Date together with interest (as stipulated in Clause 39.6 of the Bareboat Charter) accrued thereon from the due date therefor to the Termination Date;
|
|
(c)
|
a prepayment fee to be charged at the rate of two (2) percent on the aggregate of (i) and (ii) above, such sum being agreed by the Parties to be a genuine pre-estimate of the loss suffered by the Owner as a result of the termination and therefore not a penalty;
|
|
(d)
|
any sums (other than Charter-hire) due and payable but unpaid under the Bareboat Charter together with interest accrued thereon up to and including the Termination Date; and
|
|
(e)
|
any and all Losses (including but not limited to reasonable legal and advisory fees or terminating any USD interest rate swaps (if any) incurred by the Owner as a result of its entering into the Bareboat Charter and the other Finance Documents and including without prejudice to the generality of the foregoing, all Losses incurred or suffered by the Owner in liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures)
|
|
(a)
|
actual, constructive, compromised or arranged total loss; or
|
|
(b)
|
requisition for title, confiscation, expropriation, nationalisation, seizure or other compulsory acquisition by a government entity; or
|
|
(c)
|
hijacking, theft, condemnation, capture, seizure, arrest or detention for more than 90 days
|
|
(a)
|
in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;
|
|
(b)
|
in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:
|
|
(c)
|
the date notice of abandonment of the vessel is given to its insurers by Golar Hilli or Fortune; or
|
|
(d)
|
if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or
|
|
(e)
|
the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the relevant insurers;
|
|
(f)
|
in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and
|
|
(g)
|
in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 90 days after the date upon which it happened
|
|
(a)
|
the date 180 days after its Total Loss Date; and
|
|
(b)
|
the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity
|
|
(a)
|
in respect of the Pre-delivery Financing Agreement, the Finance Documents in relation to the Pre-delivery Financing Agreement and the Project Documents; and
|
|
(b)
|
in respect of the Bareboat Charter, the Finance Documents in relation to the Bareboat Charter, the MOA, the Acceptable Sub-Charter, the Acceptable Sub-Charter Guarantee, the Conversion Contracts and any other documents designated as such by the Owner and the Bareboat Charterer
|
|
1.2
|
Interpretation
|
|
(a)
|
the table of contents, the summary and the headings are inserted for convenience only and do not affect the interpretation of the relevant Common Terms Document or other Finance Document;
|
|
(b)
|
references to clauses and schedules are to clauses of, and schedules to, the relevant Common Terms Document or other Finance Document;
|
|
(c)
|
references to a person include an individual, firm, company, corporation, unincorporated body of persons, any government entity, any government entity, state or agency of that state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
|
|
(d)
|
references to any person include its successors in title, permitted assignees and permitted transferees;
|
|
(e)
|
words importing the plural include the singular and vice versa;
|
|
(f)
|
references to a time of day are to Hong Kong time, using the 24 hour clock (unless the context otherwise requires);
|
|
(g)
|
references to any enactment include that enactment as re-enacted; and, if an enactment is amended, any provision of any Common Terms Document or other Finance Document which refers to that enactment will be amended in such manner as the Lender, the Buyer or the Owner (as relevant) after consultation with the Borrower, the Seller or the Bareboat Charterer (as relevant determines to be necessary in order to preserve the intended effect of the relevant Common Terms Document or other Finance Document.;
|
|
(h)
|
references to a provision of law or regulation shall be a reference to that provision as amended, supplemented, replaced or re-enacted;
|
|
(i)
|
assets
includes present and future properties, assets, intellectual property rights, real property, personal property, rights, revenues, uncalled capital and any rights to receive, or require delivery of, or exercise direct control over any of the foregoing;
|
|
(j)
|
references to a Common Terms Document or other Finance Document or any other agreement or instrument is a reference to that Common Terms Document or other Finance Document or other agreement or instrument as it may from time to time be amended, re-stated, novated, however fundamentally;
|
|
(k)
|
an
obligation
means any duty, obligation or liability of any kind;
|
|
(l)
|
a term
including
shall be construed as meaning including without limitation;
|
|
(m)
|
approved
means, as the case may be, approved in writing by the Lender or the Owner (on such conditions as the Lender or the Owner may impose) and approval and approve shall be construed accordingly;
|
|
(n)
|
an
authorisation
means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;
|
|
(o)
|
control
of an entity means:
|
|
(i)
|
the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:-
|
|
(ii)
|
cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or
|
|
(iii)
|
appoint or remove all, or the majority, of all directors or other equivalent officers of that entity; or
|
|
(iv)
|
give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or
|
|
(v)
|
the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);
|
|
(p)
|
the term
disposal
or
dispose
means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;
|
|
(q)
|
the
equivalent
of an amount specified in a particular currency (the
specified currency amount
) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by Fortune (with the relevant exchange rate of any such purchase being Fortune's spot rate of exchange);
|
|
(r)
|
a
government entity
means any government, state or agency of state;
|
|
(s)
|
a
guarantee
means any guarantee, letter of credit, bond, indemnity or similar assurance against loss or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
|
|
(t)
|
indebtedness
includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present, future actual or contingent;
|
|
(u)
|
month
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
|
|
(i)
|
if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and
|
|
(ii)
|
if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month
|
|
(v)
|
pay or repay in clause 16 (Business restrictions) of the Pre-delivery Financing Agreement includes any by way of set-off, combination of accounts or otherwise;
|
|
(w)
|
a
regulation
includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;
|
|
(x)
|
right
means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;
|
|
(y)
|
(i) the
liquidation, winding up, dissolution, or administration of person
or (ii)
a receiver
or
administrative receiver
or
administrator
in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;
|
|
(z)
|
A provision of law is a reference to that provision as amended or re-enacted; and
|
|
(aa)
|
In
an agreed form
means:
|
|
(i)
|
where a document has already been executed, such document in its executed form; and
|
|
(ii)
|
prior to the execution of a document, the form of such document agreed in writing between Fortune and Golar Hilli is the form in which that document is to be executed.
|
|
2
|
Notices
|
|
2.1
|
Any notice or other communication to a party to the Transaction Documents must be in writing. It must be addressed for the attention of such person, and sent to such address, fax number or email address as that party may from time to time notify to the other parties.
|
|
2.2
|
It shall be deemed to have been received by the relevant party on receipt at that address.
|
|
2.3
|
The initial administrative details of the parties are contained in Schedule 1, but a party may amend its own details at any time by notice to the other parties.
|
|
3
|
English Translations
|
|
3.1
|
Any notice given under or in connection with the Transaction Documents must be in English.
|
|
3.2
|
Where any other document provided to the Lender or the Owner under the terms of the Transaction Documents is not in English, that document must be accompanied by an English translation, certified to be an accurate translation of the original.
|
|
3.3
|
The English translation will prevail over the original document unless that document is a constitutional, statutory or other official document.
|
|
4
|
Partial Invalidity
|
|
5
|
Confidentiality
|
|
6
|
Counterparts
|
|
7
|
Law and Jurisdiction
|
|
7.1
|
Law
|
|
7.2
|
Proceedings
|
|
Party
|
Address
|
Fax Number
|
Attention
|
|
Borrower / Seller / Bareboat Charterer
|
c/o Golar Management Ltd, 13th Floor, 1 America Square, 17 Crosswall, London EC3N 2LB, United Kingdom
|
|
Mr. Brian Tienzo
|
|
Lender / Buyer / Owner
|
c/o CSSC (Hong Kong) Shipping Company Limited, Shanghai Office, Room 608, Marine Tower , No.1 Pudong Avenue, Shanghai, PRC
|
86 21 6886 3070
|
Mr Teng Fei / Mr Zhou Shen
|
|
Guarantor
|
c/o Golar Management Ltd, 13th Floor, 1 America Square, 17 Crosswall, London EC3N 2LB, United Kingdom
|
|
Mr. Brian Tienzo
|
|
BORROWER
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR HILLI CORPORATION
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Brian Tienzo
|
|
SELLER
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR HILLI CORPORATION
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Brian Tienzo
|
|
|
|
|
|
BAREBOAT CHARTERER
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR HILLI CORPORATION
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Brian Tienzo
|
|
|
|
|
|
GUARANTOR
|
|
|
|
SIGNED
by
For and on behalf of
GOLAR LNG LIMITED
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Brian Tienzo
|
|
|
|
|
|
LENDER
|
|
|
|
SIGNED
by
For and on behalf of
FORTUNE LIANJIANG SHIPPING S.A.
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Yang Li
|
|
|
|
|
|
BUYER
|
|
|
|
SIGNED
by
For and on behalf of
FORTUNE LIANJIANG SHIPPING S.A.
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Yang Li
|
|
|
|
|
|
OWNER
|
|
|
|
SIGNED
by
For and on behalf of
FORTUNE LIANJIANG SHIPPING S.A.
In the presence of
/s/ Anders Schau
|
)
)
)
|
/s/ Yang Li
|
|
|
|
|
|
CONFIDENTIAL
|
||||
|
|
Dated 12 July 2018
|
|
||
|
|
||||
|
GOLAR LNG LIMITED
GOLAR LNG PARTNERS LP
and
FORTUNE LIANJIANG SHIPPING S.A.
|
||||
|
|
Deed of Amendment, restatement and accession relating to a Guarantee dated 9 September 2015
|
|
||
|
|
||||
|
(1)
|
GOLAR LNG LIMITED
whose registered office is at 2
nd
floor S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda (the
Existing
Guarantor
);
|
|
(2)
|
GOLAR LNG PARTNERS LP
whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the
Acceding Guarantor
); and
|
|
(3)
|
FORTUNE LIANJIANG SHIPPING S.A.
whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (
Fortune
).
|
|
1
|
Definitions and interpretation
|
|
1.1
|
In this Deed:
|
|
1.2
|
No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than a party to this Agreement.
|
|
1.3
|
This Deed may be executed in counterparts.
|
|
1.4
|
It is intended that this Deed takes effect as a deed even though Fortune may only execute it under hand.
|
|
1.5
|
In accordance with the Common Terms Agreement (as such term is defined in the Original Agreement), each of the Existing Guarantor, the Acceding Guarantor and Fortune designate this Deed a Finance Document.
|
|
2
|
Amendment and restatement
|
|
2.1
|
the Acceding Guarantor shall become a party to the Original Agreement as a Guarantor; and
|
|
2.2
|
the Original Agreement shall be amended and restated as set out in Schedule 1 (
Amended and restated guarantee
) to this Deed; and
|
|
2.3
|
the Acceding Guarantor and the Existing Guarantor shall observe and perform the obligations set out in the Original Agreement as amended and restated in the form set out in Schedule 1 (
Amended and restated guarantee
) to this Deed.
|
|
3
|
Governing law
|
|
Confidential Draft: 18 December 2013
|
||||
|
|
Dated 9 September 2015, as amended and restated at 12 July 2018
|
|
||
|
|
||||
|
Golar LNG Limited (1)
Golar LNG Partners LP (2)
and
Fortune Lianjiang Shipping S.A. (3)
|
||||
|
|
GUARANTEE
relating to a memorandum of agreement and a bareboat charter for a floating liquefied natural gas vessel named “ Hilli Episeyo " |
|
||
|
|
||||
|
(1)
|
Golar LNG Limited
(
GLNG)
whose registered office is at 2
nd
floor S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda;
|
|
(2)
|
Golar LNG Partners LP
(
Golar MLP
) whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960,
|
|
(3)
|
Fortune Lianjiang Shipping S.A.
, (
Fortune
) whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 in its capacity as "Owner" and "Seller.
|
|
(A)
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Golar Hilli Corporation (
Golar Hilli
) in each of its separate capacities as Borrower, Seller and Bareboat Charterer, GLNG in its capacity as Guarantor and Fortune in each of its separate capacities as Lender, Buyer and Owner have entered into a Common Terms Agreement dated 9 September 2015 setting out certain defined terms in respect of the Project.
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(B)
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The Builder has, inter alia, entered into the EPC Contract with Golar Hilli for the conversion of the floating liquefied natural gas vessel "Hilli Episeyo" (formerly known as “Hilli”) (the
Vessel
).
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(C)
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Golar Hilli as Seller and Fortune as buyer have entered into the MOA for the purchase and sale of the Vessel.
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(D)
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Golar Hilli as Bareboat Charterer and Fortune as Owner have entered into the Bareboat Charter in respect of the Vessel.
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(E)
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The Bareboat Charterer, SNH and Perenco have entered into the Acceptable Sub-Charter in respect of the Vessel.
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(F)
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The Vessel has been delivered under the MOA and Bareboat Charter.
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(G)
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GLNG has entered into a guarantee with Fortune on 9 September 2015, to guarantee the due and proper performance by Golar Hilli of its duties and obligations arising under or in connection with the MOA as Seller, and the Bareboat Charter as Bareboat Charterer.
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(H)
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The Guarantors have agreed to severally guarantee to the Owner the due and proper performance by Golar Hilli of its duties and obligations arising under or in connection with the Bareboat Charter as Bareboat Charterer upon the terms of this Guarantee.
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1
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Interpretation
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1.1
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Terms and conditions defined in the Common Terms Agreement (as amended by the side letter dated 1 June 2018) shall have the same meaning when used in this Guarantee including the Recitals hereto unless otherwise defined herein.
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1.2
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In this Guarantee:
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2
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Guarantee
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2.1
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In consideration of Fortune agreeing to charter the Vessel pursuant to the Bareboat Charter, each Guarantor (subject to clause 2.6 below) hereby severally guarantees to Fortune the due and proper performance by Golar Hilli of all of Golar Hilli's duties and obligations arising under or in connection with the Bareboat Charter, and each Guarantor hereby absolutely, irrevocably and unconditionally undertakes as primary obligor and not as mere surety to pay to Fortune, within five (5) Business Days of Fortune's demand at any time and from time to time, a several share of the Guaranteed Amount.
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2.2
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As a separate and independent stipulation, each Guarantor (subject to clause 2.6 below) agrees that if any purported obligation or liability of Golar Hilli which would have been the subject of this Guarantee had it been valid and enforceable is not or ceases to be valid or enforceable against Golar Hilli on any ground whatsoever (including, without limitation, any irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of Golar Hilli or any legal or other limitation, whether under the Limitation Act 1980 (United Kingdom) or otherwise or Incapacity or any change in the constitution of Golar Hilli) each Guarantor shall nevertheless be severally liable to Fortune in respect of that purported obligation or liability as if the same were fully valid and enforceable and each Guarantor was the principal debtor in respect thereof.
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2.3
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Each Guarantor (subject to clause 2.6 below) shall be liable for and shall within five (5) Business Days of Fortune’s demand indemnify and save harmless Fortune from and against any and all losses, damages, expenses, liabilities, claims, costs or proceedings which Fortune suffers or incurs by reason of any failure of any Guarantor to comply with clause 2.1 or 2.2, including costs, losses and/or legal and other expenses which are imposed on or incurred by Fortune in seeking to enforce and enforcing this Guarantee and in seeking to enforce and enforcing any judgment or order obtained in respect of this Guarantee.
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2.4
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Subject to the provisions of clauses 3, 8 and 9 the liability of each Guarantor under this Guarantee in respect of each obligation or liability shall be limited to the extent that Golar Hilli would have been liable under or in connection with the Bareboat Charter for such obligation or liability.
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2.5
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Each Guarantor waives any right it may have of first requiring Golar Hilli (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person, prior to a claim against any Guarantor under this clause 2. This waiver applies irrespective of any law or provision of the Finance Documents to the contrary.
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2.6
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Each Guarantor’s liability under this Guarantee is several (and not joint) and such liability of each Guarantor shall be on a pro rata basis equal and up to, respectively, GLNG’s proportionate ownership (aggregated with that of KSI and B&V, if any), and Golar MLP’s proportionate ownership of Common Units in GHL.
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2.7
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For the avoidance of doubt, any notice and/or demand to be served on any Guarantor in respect of any obligations for which it is liable shall be addressed to, and served on, both Guarantors, notwithstanding their several liability.
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3
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Indemnity
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4
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Liability Unconditional
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(a)
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any variation, amendment, alteration or supplement to the Bareboat Charter or to the extent, nature or method of performance of the duties and/or obligations referred to in the Bareboat Charter, in each case, however fundamental such variation, amendment, alteration and/or supplement is and/or any novation of the Bareboat Charter;
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(b)
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any allowance of time, waiver, forbearance, delay, forgiveness, indulgence, compromise, delay by or on the part of Fortune in asserting any of its rights against Golar Hilli or other dealing under or in connection with the Bareboat Charter or in respect of any right or remedy arising under the Bareboat Charter;
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(c)
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any settlement or arrangement made between Fortune and Golar Hilli in relation to the Bareboat Charter;
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(d)
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any composition, discharge, release, concession, waiver or other variation of liability entered into with, or granted to, Golar Hilli;
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(e)
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the Bareboat Charter or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable;
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(f)
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termination of the Bareboat Charter or Golar Hilli's employment under the Bareboat Charter;
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(g)
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any disability, Incapacity, lack of power, authority or legal personality of, dissolution or change in the members of, status of, legal limitation, change in ownership or change in status of Golar Hilli;
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(h)
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an Insolvency Event;
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(i)
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a change in the constitution of Golar Hilli;
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(j)
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Fortune taking, holding, varying, realising or not enforcing any other security for the liabilities of Golar Hilli under the Bareboat Charter or any document or security;
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(k)
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any funder exercising any rights it may have to assume any rights and/or obligations of Fortune under Bareboat Charter pursuant to any collateral warranty or any third party rights vested in it pursuant to the terms of the Bareboat Charter or any document or security;
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(l)
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an amalgamation, merger, consolidation of either Guarantor and Golar Hilli; or
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(m)
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any other act, omission or default which in the absence of this provision would or might have operated to discharge, reduce, exonerate or otherwise affect the liability of either Guarantor under the terms of this Guarantee,
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5
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Continuity and Discharge of the Guarantee
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5.1
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Each Guarantor agrees that this Guarantee:
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(a)
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shall not be revocable by any Guarantor;
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(b)
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shall be a continuing guarantee and accordingly shall apply in relation to all of the duties, obligations, provisions, warranties or indemnities of Golar Hilli under and arising out of the Bareboat Charter and remain in full force and effect until all the said duties, obligations, provisions, warranties or indemnities shall have been irrevocably and unconditionally carried out, completed and discharged in accordance with the Bareboat Charter;
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(c)
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shall be additional to and not in substitution for any rights or remedies that Fortune may have against Golar Hilli under the Bareboat Charter or at law;
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(d)
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shall be additional to and shall not be in any way prejudiced by any other guarantee or security from time to time held by Fortune; and
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(e)
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shall remain in full force and effect as long as Golar Hilli remains under any actual or contingent liability under or in connection with the terms of the Bareboat Charter.
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5.2
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Each Guarantor agrees that, notwithstanding clause 2.1, Fortune shall not be obliged, before enforcing any of its rights or remedies under this Guarantee, to commence proceedings or take any other action against or in respect of Golar Hilli or any other person or enforce any other guarantee or security from time to time held by Fortune in respect of the duties and/or obligations of Golar Hilli under or in connection with the Bareboat Charter, provided that Fortune shall make such a claim against each Guarantor.
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5.3
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Each Guarantor agrees that, as long as this Guarantee remains in force and effect and until all obligations of Golar Hilli and each Guarantor respectively under or in connection with the Bareboat Charter and this Guarantee have been irrevocably and unconditionally discharged in full, it shall not:
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(a)
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take any security from Golar Hilli in connection with this Guarantee (and, if taken, any such security shall be held by the Guarantors as security for its liability to Fortune under this Guarantee);
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(b)
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take any step to enforce any right or claim against Golar Hilli in respect of any payment made under or liability arising from or in connection with this Guarantee or claim or prove in competition with Fortune against Golar Hilli or demand or accept repayment of any monies from Golar Hilli or claim any right of contribution, set-off or indemnity against Golar Hilli;
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(c)
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take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with the Finance Documents by the Lender; or
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(d)
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be subrogated to any right or security of Fortune,
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(e)
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and any sums received by the Guarantor or the amount of any set-off exercised by the Guarantor in breach of this clause 5.3 shall be held by the Guarantor in trust for and shall be promptly paid to Fortune.
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6
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Representations and Warranties
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6.1
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Each Guarantor hereby warrants, represents and undertakes to Fortune that:
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(a)
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it is duly incorporated under the laws of the country of its incorporation, possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets;
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(b)
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it has the power to execute, deliver and perform its obligations under this Guarantee and all necessary corporate, shareholder and other action and consents have been taken or, as the case may be, received to authorise the execution, delivery and performance of this Guarantee;
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(c)
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its obligations under this Guarantee constitute its legal, valid and binding obligations and are in full force and effect and rank at least pari passu with all other of its present and future unsecured and unsubordinated indebtedness (with the exception of any obligations which are mandatorily preferred by law and not by contract);
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(d)
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no authorisations, approvals or consents of any governmental or regulatory authority or agency or any other person and no filings or registrations with any governmental authority or agency are necessary for its execution, delivery or performance of this Guarantee for its enforceability of validity (or alternatively, in relation to filings and registrations, an undertaking to effect any registrations, filings in relation to this Guarantee as soon as reasonably practicable and do all such things as Fortune may reasonably require in order to facilitate the enforcement of this Guarantee or exercise any of the rights held by Fortune under this Guarantee);
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(e)
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the creation of this Guarantee does not contravene the constitutional documents of the Guarantor;
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(f)
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there is no pending action, suit or proceeding at law or in equity by or before a court or arbitral tribunal, or to the best of its knowledge, threatened against it which would reasonably be expected to have a material adverse effect on any Guarantor's liability to perform its obligations under this Guarantee; and
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(g)
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the creation of this Guarantee and the performance and observance of the obligations hereunder does not:
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(i)
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contravene any existing applicable law, statute, rule, regulation or any judgment to which any Guarantor is subject;
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(ii)
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conflict with or result in any breach of the terms or constitute a default under any agreement or other instrument to which any Guarantor is a party or subject; and/or
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(iii)
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result in the creation of or imposition of or oblige any Guarantor or any of its subsidiaries to create any charge or other encumbrance or any of its subsidiaries, assets, rights or revenues.
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7
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Undertakings and Covenants
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7.1
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Undertakings
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7.2
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GLNG Financial Covenants
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(a)
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Free Liquid Assets
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(b)
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Current Assets to Current Liabilities
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(c)
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Consolidated Net Worth
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7.3
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Golar MLP Financial Covenants
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(a)
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Free Liquid Assets
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(b)
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Net Debt to EBITDA
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(c)
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Consolidated Tangible Net Worth
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(d)
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EBITDA to Consolidated Debt Service
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8
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Payment under the Guarantee
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8.1
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Gross up of payments
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8.2
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Currency of payments
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(a)
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Subject to clause 8.3 below, all payments for any sums payable by any Guarantor under this Guarantee shall be paid in Dollars.
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(b)
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Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the cost, expenses or Taxes are incurred.
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(c)
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Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.
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8.3
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Currency indemnity
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(a)
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making or filing a claim or proof against that Guarantor;
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(b)
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obtaining an order or judgment in any court or other tribunal; or
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(c)
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enforcing any order or judgment given or made in relation to this Guarantee,
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9
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Interest
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10
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Assignment
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10.1
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Golar MLP may not assign or transfer all or part of its rights or obligations under this Guarantee.
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10.2
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GLNG may not assign or transfer all or part of its rights or obligations under this Guarantee (a
Transfer
), unless the following conditions are met:
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(a)
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the Transfer is to Golar MLP or a wholly owned subsidiary of Golar MLP which is guaranteed by Golar MLP on terms acceptable to Fortune;
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(b)
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the Transfer will not adversely affect Fortune's rights and interest under the Bareboat Charter and will be on terms acceptable to Fortune (acting reasonably);
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(c)
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Fortune has been given prior written notice of and to of such Transfer;
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(d)
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Golar MLP or such wholly owned subsidiary which is guaranteed by Golar MLP on terms acceptable to Fortune executes a guarantee and indemnity in favour of Fortune on terms and conditions acceptable to Fortune acting reasonably in respect of the Transfer representing such part of its equity interest in the Golar Hilli as is being transferred from GLNG to Golar MLP;
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(e)
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Golar Hilli has signed the Acceptable Sub-Charter or, as the case may be, the TSA with SNH and Perenco;
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(f)
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the Minimum Debt Service Cover Ratio is met;
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(g)
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the Acceptable Sub-Charter Guarantee has been issued and Fortune is satisfied that the same is legal, valid and binding and in full force and effect; and
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(h)
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no further change to the ownership of Golar Hilli is or will be permitted during the remaining Charter Period (except as permitted by the terms of the Bareboat Charter) without the prior written consent of Fortune.
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10.3
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Upon such Transfer taking place Fortune will release GLNG of such of its obligations under this Guarantee as shall have been transferred to Golar MLP or such wholly owned subsidiary of Golar MLP and are covered under the guarantee and indemnity referred to under Clause 10.2 (d).
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10.4
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Fortune may assign or transfer, with the Guarantors’ prior consent (such consent not to be unreasonably withheld), any of its rights or obligations under this Guarantee to the Mortgagee or any person to whom Fortune assigns its rights under the Bareboat Charter by giving the Guarantors not less than seven (7) days’ advance notice.
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11
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Notices
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(a)
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be in writing delivered personally or by first‑class prepaid letter (airmail if available) or telex or facsimile transmission or other means of telecommunication in permanent written form;
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(b)
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be deemed to have been received, subject as otherwise provided in this Guarantee in the case of a letter, when delivered personally or seven days after it has been put into the post, in the case of a facsimile or other means of telecommunication in permanent written form, at the time of despatch when a complete and legible copy is received by the addressee (provided that, if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day) and;
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(c)
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be sent:
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(i)
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to GLNG at:
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Address:
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6
th
Floor, The Zig Zag
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(ii)
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to Golar MLP at:
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Address:
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6
th
Floor, The Zig Zag
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Email:
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Attention:
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Mr. Brian Tienzo
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(iii)
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to Fortune at:
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12
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No Waiver and Provisions Severable
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12.1
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No failure or delay by Fortune in exercising any right or remedy shall operate as a waiver, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy.
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12.2
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Each of the provisions of this Guarantee is severable and distinct from the others, and if for any reason any such provision or part of a provision is or becomes ineffective, inoperable, invalid or unenforceable it shall be severed and deemed to be deleted from this Guarantee, and in such event the remaining provisions of this Guarantee shall continue to have full force and effect.
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13
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Rights of Third Parties
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14
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Counterparts
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15
|
Governing Law
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15.1
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This Guarantee and any other non-contractual obligations connected with it shall be governed by and construed in accordance with English law.
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15.2
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The parties irrevocably agree that all disputes arising under or in connection with this Guarantee, any other non-contractual obligations connected with it, or in connection with the negotiation, existence, legal validity, enforceability or termination of this Guarantee, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with English law.
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16
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Jurisdiction
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SIGNED, SEALED and DELIVERED
as a
DEED
for and on behalf of
GOLAR LNG LIMITED
in the presence of:
…………………………………………………..
Name of witness:
Address of witness:
|
by _______________________________
(Attorney-in-fact)
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SIGNED, SEALED and DELIVERED
as a
DEED
for and on behalf of
GOLAR LNG PARTNERS LP
in the presence of:
…………………………………………………..
Name of witness:
Address of witness:
|
by _______________________________
(Attorney-in-fact)
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FORTUNE LIANJIANG SHIPPING S.A.
By: …………………………………………..
Name: …………………………………………..
Title: …………………………………………..
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SIGNED, SEALED
and
DELIVERED
as a
DEED
|
)
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for and on behalf of
GOLAR LNG LIMITED
|
) /s/Pernille Noraas
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by PERNILLE NORAAS
|
) …………………………………
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pursuant to a power of attorney dated 13 April 2018
|
) Attorney-in-fact
|
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in the presence of:
|
)
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SIGNED, SEALED
and
DELIVERED
as a
DEED
|
)
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for and on behalf of
GOLAR LNG PARTNERS LP
|
) /s/Pernille Noraas
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by PERNILLE NORAAS
|
) …………………………………
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pursuant to board resolutions passed on 15 August 2017
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) Attorney-in-fact
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in the presence of:
|
)
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