GOLAR LNG LTD (Form: 6-K, Received: 11/30/2020 12:20:41)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

Commission File Number: 000-50113


GOLAR LNG LIMITED
(Translation of registrant's name into English)

2nd Floor S.E. Pearman Building 9 Par-la-Ville Road Hamilton HM 11 Bermuda
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Included is the Overview, Operating and Financial Review for the nine months ended September 30, 2020 and the unaudited consolidated interim financial statements of Golar LNG Limited (the "Company" or "Golar") as of and for the nine months ended September 30, 2020.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 ASR (File no. 333-237936), which was filed with the U.S. Securities and Exchange Commission on April 30, 2020.

EXHIBITS

The following exhibits are filed as part of this report on Form 6-K:


Number			Description of Exhibit
1.1			Amendment to bye-laws of Golar LNG Limited dated September 24, 2020, for the quorum necessary for the transaction of the company business.
4.1+			$700 million facility agreement dated October 24, 2019 between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V., Natixis and the other financial institutions thereto.

+ Certain portions have been omitted.


101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GOLAR LNG LIMITED
	(Registrant)


Date: November 30, 2020	By:	/s/ Iain Ross
	Name:	Iain Ross
	Title:	Chief Executive Officer

UNAUDITED INTERIM FINANCIAL REPORT

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words "believe", "anticipate", "intend", "estimate", "forecast", "project", "plan", "potential", "may", "should", "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

•changes in our ability to obtain additional financing or refinancing of our existing debt, including our Term Loan facility and Margin Loan facility, each scheduled to mature in December 2020, and our 2017 convertible bonds, on acceptable terms or at all;

•changes in our ability to comply with the covenants contained in the agreements governing our future or existing indebtedness;

•our inability and that of our counterparty to meet our respective obligations under the Lease Operate Agreement (“LOA”) entered into in connection with the BP Greater Tortue/Ahmeyim Project (“Gimi GTA Project”);

•continuing uncertainty resulting from potential claims from our counterparties of purported force majeure under contractual arrangements, including but not limited to our construction projects, and other contracts to which we are a party;

•our ability to realize the expected benefits from acquisitions and investments we have made and may make in the future;

•changes in the timeliness of the completion of the LNG Croatia (formerly known as the Golar Viking) commissioning and subsequent acceptance by the customer;

•our ability to enter into contracts with third parties to fully utilize the Hilli Episeyo;

•the length and severity of outbreaks of pandemics, including the ongoing worldwide outbreak of the novel coronavirus (“COVID-19”) and its impact on demand for liquefied natural gas (“LNG”) and natural gas, the timing of completion of our conversion projects, the operation of our charters, our global operations including impact to our vessel operating costs and our business in general;

•Hygo Energy Transition Ltd.’s (“Hygo”) (formerly known as Golar Power Limited) ability to operate the Sergipe power station project and related floating storage and regasification unit (“FSRU”) contract and to execute its downstream LNG distribution and merchant power sales plans;

•Hygo’s ability to successfully complete an initial public offering ("IPO") of its common shares;

•changes in our relationship with Golar LNG Partners LP (“Golar Partners”), Hygo or Avenir LNG Limited (“Avenir”) and the sustainability of any distributions they pay to us;

•any adverse effects on us, including reputational harm, or the value of our investment in Hygo, as a result of the implication of Hygo’s former chief executive officer, Eduardo Antonello, who resigned from his position with Hygo in

October 2020, in certain allegations by the Brazilian government concerning alleged improper payments made in Brazil pre-dating Mr. Antonello’s relationship with Hygo;

•the outcome of any pending or future legal proceedings to which we are a party;

•approval of amendments to agreements with our engineering, procurement and construction contractors and lending banks to adjust the construction and financing schedules relating to the Gimi GTA Project;

•failure of our contract counterparties, including our joint venture co-owners, to comply with their agreements with us or other key project stakeholders;

•changes in LNG carrier, FSRU, floating liquefaction natural gas vessel (“FLNG”), or small-scale LNG market trends, including charter rates, vessel values or technological advancements;

•our vessel values and any future impairment charges we may incur;

•challenges by authorities to the tax benefits we previously obtained under certain of our leasing agreements;

•continuing volatility of commodity prices;

•a decline or continuing weakness in the global financial markets;

•fluctuations in currencies and interest rates;

•our ability to close potential future sales of additional equity interests in our vessels, including the FLNG Gimi on a timely basis or at all;

•changes in our ability to retrofit vessels as FSRUs or FLNGs, our ability to obtain financing for such conversions on acceptable terms or at all and our ability to obtain the benefits that may accrue to us as the result of such modifications;

•changes in the supply of or demand for LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure;

•a material decline or prolonged weakness in rates for LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure;

•changes in the performance of the pool in which certain of our vessels operate and the performance of our joint ventures;

•changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure;

•changes in the supply of or demand for LNG or LNG carried by sea;

•changes in the supply of or demand for natural gas generally or in particular regions;

•changes in our relationships with our counterparties, including our major chartering parties;

•changes in general domestic and international political conditions, particularly in regions where we operate;

•changes in the availability of vessels to purchase and in the time it takes to construct new vessels or convert existing vessels;

•failures of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all;

•changes in our ability to sell vessels to Golar Partners or Hygo;

•changes to rules and regulations, applicable to LNG carriers, FSRUs, FLNGs or other parts of the LNG supply chain;

•our inability to achieve successful utilization of our expanded fleet or inability to expand beyond the carriage of LNG and provision of FSRUs, FLNGs, and small-scale LNG infrastructure particularly through our innovative FLNG strategy and our joint ventures;

•actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs, FLNGs or small-scale LNG vessels to various ports;

•increases in costs, including, among other things, crew wages, insurance, provisions, repairs and maintenance; and

•other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission ("Commission"), including our most recent Annual Report on Form 20-F.

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

All forward-looking statements included in this report are made only as of the date of this report and, except as required by law, we assume no obligation to revise or update any written or oral forward-looking statements made by us or on our behalf as a

result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial condition and results of operations for the nine months ended September 30, 2020 and 2019. Unless otherwise specified herein, references to "the Company", "Golar", "we", "us", and "our" refer to Golar LNG Limited and any one or more of its consolidated subsidiaries, or to all such entities. References to "Golar Partners" or the "Partnership" refer to Golar LNG Partners LP (Nasdaq: GMLP) and to any one or more of its direct and indirect subsidiaries. References to "Hygo" refer to Hygo Energy Transition Ltd. and to any one or more of its direct and indirect subsidiaries. References to "Avenir" refer to Avenir LNG Limited (Norwegian OTC: AVENIR) and to any one or more of its subsidiaries. You should read the following discussion and analysis together with the financial statements and related notes included elsewhere in this report. For additional information relating to our operating and financial review and prospects, including definitions of certain terms used herein, please see our annual report on Form 20-F for the year ended December 31, 2019, which was filed with the Commission on April 30, 2020.

Overview

We provide infrastructure for the liquefaction, transportation, regasification and downstream distribution of LNG. Through our subsidiaries, affiliates and joint venture we are engaged in the acquisition, ownership, operation and chartering of FLNGs, FSRUs and LNG carriers as well as the development of gas to power projects and small-scale LNG distribution operations.

Recent and Other Developments

Since September 30, 2020, certain recent and other developments that have occurred are as follows:

End of BP Greater Tortue Ahmeyim project FM Events

In April 2020, we announced that we had received written notification of a force majeure claim from BP under the LOA, relating to the Gimi GTA Project. The notice received from BP claimed that due to the recent outbreak of COVID-19 around the globe, it was unable to be ready to receive the Gimi on the 2022 target connection date, with an expected delay in the order of 12 months. A force majeure claim from the conversion shipyard was also received.

In October 2020, we announced that we had confirmed a revised project schedule with BP for the Gimi GTA Project. The revised project schedule will result in the target connection date for the Gimi, previously scheduled for 2022, as set out in the LOA, being extended by 11 months. Notice has accordingly been given and received by us and BP that no FM Event (as defined in the LOA) is ongoing. The terms of the LOA are unchanged. We have concluded discussions with both engineering, procurement and construction contractors and lending banks regarding the adjustment of the related construction and financing schedules, respectively, for the Gimi GTA Project and we have commenced the approval process to reflect these changes in the respective agreements.

Floating Ammonia Production, Carbon Capture, Green LNG and other emerging technologies

In November 2020, we entered into a collaboration agreement with Black & Veatch Corporation (“B&V”) to research and, if appropriate, develop solutions in the field of floating ammonia production, carbon capture, green LNG and hydrogen. Any project development and implementation that follows the initial research and investigation stages above will be subject to a separate commercial agreement between the two companies.

Global COVID-19 outbreak

The worldwide outbreak of COVID-19 that originated in China and subsequently spread to many countries worldwide has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of COVID-19. These measures have resulted in a significant reduction in global economic activity, extreme volatility in the global financial markets, and as a result of COVID-19 the global demand for oil, natural gas, LNG and LNG supply has declined significantly. The continued impact of COVID-19 and seasonality has also led to greater volatility in spot rates. Please see “Risk Factors – Risks Related to Our Operations” for further information regarding the impact of COVID-19 on our business and operations.

Management changes

Callum Mitchell-Thomson, who joined us in April 2020, resigned from his position as chief financial officer on November 28, 2020 due to personal reasons. His position has been assumed by Karl Fredrik Staubo, who currently serves and is expected to continue to serve, for the time being, as chief executive officer of Golar Partners. Before joining Golar Partners in May 2020, Mr. Staubo has ten years of experience advising and investing in shipping, energy and infrastructure companies from Magni Partners Ltd. (2018-2020) and Clarksons Platou Securities (2010-2018). During his time with Magni Partners, Mr. Staubo was, amongst other, working as an advisor to the Golar group. At Clarksons Platou Securities he worked in the Corporate Finance division, including serving as Head of Shipping Capital Markets since 2015. He has been serving as chief executive officer of Golar Partners since May 2020. He has a MA in Business Studies and Economics from the University of Edinburgh.

Financing

Corporate Revolving Credit Facility and Term Loan extension

In November 2020, we agreed to credit-approved terms with our existing lender, Citibank N.A. (“Citibank”) to partially refinance our maturing $150 million Term Loan facility into a new $100 million corporate revolving credit facility (the “Corporate Revolving Credit Facility”). The new Corporate Revolving Credit Facility has a term of 366 days with two 366-day extension options available at the lenders’ discretion. It bears interest at USD LIBOR plus an initial margin of 5.0% and is secured by pledges of our shares in Hygo.

In connection with the refinancing we agreed with Citibank to extend the maturity of the $150 million Term Loan facility to the middle of December, 2020.

Margin Loan facility extension

We have agreed with our existing lenders under the Margin Loan facility, which was previously was scheduled to mature in August 2020, to extend the maturity date to the middle of December, 2020.

Golar Seal Facility put option extension

The terms of our existing Golar Seal facility include a put option that if exercised requires us to repay the facility if an appropriate long-term charter of 4 years or more is not entered into by January 2021. In November 2020, we agreed and executed an extension with our existing lender, CCB Financial Leasing Corporation Limited “CCBFL,” to extend such put option by one year. All other facility terms remain unchanged.

Short term loan to Golar Partners

In November 2020, we entered into a $15.0 million revolving credit facility with Golar Partners, of which Golar Partners has drawn down $5.0 million. The facility is unsecured, repayable in full in December 2020, and bears interest at a rate of LIBOR plus a margin of 5%.

Hygo Developments

Hygo's Initial Public Offering and Completion of Internal Review

In August 2020, Hygo filed a Registration Statement on Form F-1 with the Commission in connection with an IPO of its common shares and subsequent amendments thereto in September 2020. On September 15, 2020, Hygo launched its marketing process for the IPO of its common shares, which according to Hygo was subsequently placed on hold as Hygo’s board of directors initiated an internal review on September 25, 2020, following allegations involving Eduardo Antonello, Hygo’s former chief executive officer, and his conduct during his previous employment with Seadrill Limited (‘‘Seadrill’’) in 2011. According to Hygo, its board of directors, with the assistance of outside counsel and accounting advisors, conducted an internal review which included forensic accounting work, review of certain contracts, interviews with certain company personnel and representatives and review of internal audit material, certain corporate credit card expenses and Hygo’s anti-corruption policies. Hygo’s board of directors and its advisors did not identify any evidence establishing bribery or other corrupt conduct at Hygo. In October 2020, Mr. Antonello resigned as Hygo’s chief executive officer and was replaced by Paul Hanrahan, who also joined Hygo’s board of directors. Hygo will continue its oversight and review of compliance procedures in accordance with the ethical and corporate governance standards established by applicable law.

Sergipe Power Plant's Operational Update

In September 2020, an incident involving one of the four step up transformers of the Sergipe Power Plant has temporarily reduced its available power generation capacity from 1.5 GW to 1.0 GW. Centrais Elétricas de Sergipe S.A. (or “CELSE”), a Brazilian corporation in which Hygo has a 50% interest and which owns and operates the Sergipe Power Plant, is working with General Electric (‘‘GE’’), the contractor for the project, to repair the transformer and related equipment and anticipates such repairs will be complete by the second quarter of 2021.

While Hygo does not expect that the fixed payments under its power purchase price agreements, or "PPAs", will be reduced as a result of the reduced power available for dispatch, CELSE’s physical guarantee (the amount of power that a plant is expected to contribute to the electricity grid over the life of a PPA), or amount of energy available for commercial sale, could be reduced by 8.75MWh per year as a result of the plant’s partial downtime during the period. To the extent CELSE is required to dispatch power before repairs to the step up transformer and related equipment are complete, CELSE will be required to purchase up to 500 MW for delivery to PPA customers on the open market in Brazil for the length of the required dispatch period. The cost of purchasing this power will depend on the number of days power is required to be delivered as well as prevailing market prices at the time of requested dispatch. Because both the number of days of potential dispatch as well as market prices of any replacement power purchases is unknown at this point, Hygo is unable to predict the cost to CELSE of procuring replacement power.

CELSE maintains commercial property and business interruption insurance that includes coverage for property damage at the Sergipe Power Plant, as well as coverage for a portion of the cost of purchasing electricity on the open market in Brazil, subject to a cap of R$559.75 per MW, to supply its customers for up to 8.25 months in the event that CELSE is unable to supply the electricity itself due to covered property damage at the Sergipe Power Plant. Such insurance is subject to customary terms and conditions, including deductibles, sublimits, and exclusions. GE is in the process of completing a root cause analysis. If the property damage is determined to be covered by CELSE’s insurance policy, such insurance may not be sufficient to cover expenses arising out of the damage to the step up transformer and related equipment. CELSE has notified its insurers of the damage, and CELSE is working with the insurer’s loss adjuster to assess the damage and potential coverage for the costs of repair. However, CELSE’s insurers have neither confirmed nor denied coverage at this stage of the insurance claim, and CELSE’s insurers might determine that some portion or all of the costs arising out of the damage are not covered.

In addition, CELSE is currently negotiating with GE with respect to the remediation plan and timing, the cost of remediation and potential claims under its engineering, procurement and construction agreement and operation and maintenance agreement and hopes to secure a mutually satisfactory outcome based on a common desire to have the plant fully operational as quickly as possible.

Taking into account Hygo’s current forecast for the amount of power Hygo expects to be dispatched from Sergipe, as well as CELSE’s commercial property and business interruption insurance and ongoing negotiations with GE, Hygo does not believe the reduction in available capacity at the Sergipe Power Plant will have a material impact on its results of operations or financial condition. However, if the repairs are not completed on the timeline currently anticipated, or CELSE is unable to receive sufficient commercial property and business interruption insurance proceeds or a satisfactory understanding with GE, Hygo’s financial results (and therefore the value of our investment in Hygo) may be materially and adversely impacted.

Memorandum of Understanding (“MOU”) with Companhia de Gás do Pará

In October 2020, Hygo entered into a MOU with Companhia de Gás do Pará, a state owned entity, to supply regasified LNG to pipeline or LNG in other forms of distribution for use in commercial, industrial, residential or power generation applications. Hygo is currently in discussions with multiple offtakers for more than 80,000 MMBtu/day that it believes will be priced at an average net tariff of approximately $1.50 per MMBtu. Assuming receipt of a final investment decision, or "FID", on the power plant is made, CELBA, one of Hygo’s 50/50 joint ventures, will pay an amount of approximately $10 million annually for their required capacity of the power plant. The fixed capacity payments will be adjusted annually to offset changes in the exchange rate between the U.S. dollar and the Brazilian real. Hygo expects to incur capital expenditures of approximately $13 million per year in connection with the operation of the Barcarena Terminal.

Update on Bahia Regas Terminal

On September 30, 2020, Golar Power Comercializadora de Gás Natural Ltda. (‘‘Golar Power Comercializadora’’), a wholly owned subsidiary of Hygo, participated in a public competitive bid process sponsored by Petróleo Brasiliero S.A. — Petrobras (‘‘Petrobras’’) for the lease of the Bahia Regasification Terminal (the ‘‘Bahia Terminal’’). Golar Power Comercializadora was the only qualifying participant, to submit a bid. The Bahia Terminal has storage capacity of 170,000 cubic meters and

regasification capacity of 790,000 MMBtu/d and is expected to supply a combination of industrial users and power plants. In October 2020, Petrobras notified all participants that Golar Power Comercializadora was disqualified due to the revision of specific requirements regarding qualified bidders. Immediately after that, Golar Power Comercializadora filed an administrative appeal before the Petrobras Bid Committee challenging the final result of the competitive process. The outcome of the competitive process is currently under revision by Petrobras. In the event Golar Power Comercializadora is awarded the lease, we expect the Bahia Terminal to commence operations in the first half of 2021.

Update on Norsk Hydro MOU

In October 2020, Hygo and Norsk Hydro mutually agreed to terminate the existing MOU between the parties dated July 22, 2020 to supply LNG to the Alunorte alumina refinery in Brazil. Hygo remains committed to the development of the Barcarena Terminal, the only one permitted in the region and will have the opportunity to significantly reduce energy costs, and support environmentally responsible and sustainable industrial growth throughout the Northern region of Brazil.

Please see “Risk Factors - Risks Related to Other Projects - If Hygo fails to complete an IPO of its common shares by July 2021, it could have a material adverse effect on Hygo’s financial condition and the value of our investment in Hygo” for a discussion of the implications if Hygo fails to complete an IPO of its common shares by July 2021. For further information regarding Hygo and certain other risks related to our investment in Hygo, please see “Risk Factors - Risks Related to Other Projects - We have a substantial equity investment in Hygo that is subject to the risks related to Hygo’s operations and business” and “Risk Factors - Risks Related to Other Projects - Our business and financial condition, as well as the value of our investment in Hygo, could be materially and adversely affected by the allegations against Hygo’s former chief executive officer.

Operating and Financial Review

The following details the operating results for our reportable segments for the periods ended September 30, 2020 and 2019.


	Nine months ended September 30,
	2020				2019
(in thousands of $)	Vessel operations	FLNGs	Power	Total	Vessel operations	FLNGs	Power	Total
Total operating revenues	156,381	163,572	—	319,953	146,130	163,572	—	309,702
Vessel operating expenses	(42,852)	(39,857)	—	(82,709)	(51,154)	(39,309)	—	(90,463)
Voyage, charterhire and commission expenses (including expenses from collaborative arrangement)	(6,842)	—	—	(6,842)	(36,070)	(460)	—	(36,530)
Administrative expenses	(26,033)	(691)	—	(26,724)	(39,730)	(607)	—	(40,337)
Project development expenses	(4,673)	(1,431)	—	(6,104)	(1,996)	39	—	(1,957)
Depreciation and amortization	(45,143)	(35,954)	—	(81,097)	(48,617)	(36,095)	—	(84,712)
Impairment of long-term assets	—	—	—	—	(41,597)	—	—	(41,597)
Other operating (losses)/gains	532	(36,861)	—	(36,329)	12,060	(34,403)	—	(22,343)
Operating income/(loss)	31,370	48,778	—	80,148	(60,974)	52,737	—	(8,237)

Equity in net losses of affiliates	(142,856)	—	(38,004)	(180,860)	(29,495)	—	(18,135)	(47,630)

Nine months period ended September 30, 2020 compared with the nine months period ended September 30, 2019

Vessel operations segment


	Nine months ended September 30,
(in thousands of $, except average daily TCE) (1)	2020	2019	Change	% Change

Total operating revenues	156,381	146,130	10,251	7	%
Vessel operating expenses	(42,852)	(51,154)	8,302	(16	%)
Voyage, charterhire and commission expenses (including expenses from collaborative arrangements)	(6,842)	(36,070)	29,228	(81	%)
Administrative expenses	(26,033)	(39,730)	13,697	(34	%)
Project development expenses	(4,673)	(1,996)	(2,677)	134	%
Depreciation and amortization	(45,143)	(48,617)	3,474	(7	%)
Impairment of long-term assets	—	(41,597)	41,597	(100	%)
Other operating gains	532	12,060	(11,528)	(96	%)
Operating income/(loss)	31,370	(60,974)	92,344	(151	%)

Equity in net losses of affiliates	(142,856)	(29,495)	(113,361)	384	%

Other Financial Data:

Average daily TCE (1) (to the closest $100)	48,900	33,100	15,800	48	%

(1) Average Time Charter Equivalent, or TCE, is a non-GAAP financial measure. See the section of this report entitled "Non-GAAP Measures" for a discussion of TCE.

Total operating revenues: Total operating revenues increased by $10.3 million to $156.4 million for the nine months ended September 30, 2020 compared to $146.1 million for the same period in 2019. This was principally due to:

•$29.7 million increase in revenue as a result of higher utilization and higher charterhire rates of our Tri-Fuel Diesel Electric propulsion ("TFDE") fleet for the nine months ended September 30, 2020 compared to the same period in 2019; and

•$6.1 million increase in revenue from the Golar Arctic as she was fully utilized for the nine months ended September 30, 2020, compared to 92 on-hire days in the same period in 2019, due to maturity of her previous charter and subsequent drydock.

This was partially offset by:

•$16.7 million decrease in revenue from the LNG Croatia, following her entry into the shipyard in late January 2020 for her conversion to a FSRU, compared to full utilization during the same period in 2019; and

•$8.1 million decrease in revenue from the Golar Tundra, as the vessel had fewer revenue days due to her scheduled drydock from the end of May 2020, compared to full utilization during the same period in 2019.

Average daily TCE: As a result of lower voyage expenses and increased charter rates and utilization for the majority of our fleet for the nine months ended September 30, 2020, the average daily TCE increased to $48,900 from $33,100 for the same period in 2019.

Vessel operating expenses: Vessel operating expenses decreased by $8.3 million to $42.9 million for the nine months ended September 30, 2020, compared to $51.2 million for the same period in 2019, primarily due to a decrease of:

•$6.5 million in operating costs of the LNG Croatia as she entered the shipyard for her conversion to a FSRU in late January 2020, compared to full utilization for the same period in 2019;

•$0.7 million in repairs and maintenance, procurement of spares and main engine overhauls of our TFDE fleet for the nine months ended September 30, 2020, compared to the same period in 2019 due to COVID-19 related restrictions. These deferred works are expected to take place later in the year and in 2021; and

•$0.9 million in lay-up costs for the Gandria, incurred during the nine months ended September 30, 2019.

Voyage, charterhire and commission expenses: Voyage, charterhire and commission expenses largely relate to charterhire expenses, fuel costs associated with commercial waiting time and vessel positioning costs. While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The decrease of $29.2 million in voyage, charterhire and commission expenses to $6.8 million for the nine months ended September 30, 2020 compared to $36.1 million for the same period in 2019, was mainly due to:

•$24.3 million reduction in voyage expenses as a result of increased utilization of our TFDE fleet;

•$4.2 million reduction in bunker consumption in relation to the Golar Arctic as she had full utilization for the nine months ended September 30, 2020, compared to being mostly on commercial waiting time and subsequently in drydock during the same period in 2019; and

•$1.6 million reduction in bunker consumption of our remaining fleet due to improved utilization for the nine months ended September 30, 2020, compared to the same period in 2019 when several vessels were drydocked during the period.

This was partially offset by the $1.5 million increase in bunker consumption in relation to the LNG Croatia, incurred prior to entering the shipyard for her conversion to a FSRU in January 2020, compared to full utilization during the same period in 2019.

Administrative expenses: Administrative expenses decreased by $13.7 million to $26.0 million for the nine months ended September 30, 2020 compared to $39.7 million for the same period in 2019, mainly due to ongoing cost reduction measures and COVID-19 restrictions resulting in a decrease in corporate expenses, legal costs and employee related costs.

Project development expenses: Project development expenses increased by $2.7 million to $4.7 million for the nine months ended September 30, 2020 compared to $2.0 million for the same period in 2019, mainly due to an increase in non-capitalizable project related expenses comprising of professional, legal and consultancy fees.

Depreciation and amortization: Depreciation and amortization decreased by $3.5 million to $45.1 million for the nine months ended September 30, 2020 compared to $48.6 million for the same period in 2019, principally due to a decrease of $2.3 million in the LNG Croatia depreciation following her entry into the shipyard in January 2020, to commence her conversion to a FSRU.

Impairment of long-term assets: There is $nil impairment of long-term assets for the nine months ended September 30, 2020. The impairment charge for the nine months ended September 30, 2019 relates to:

•$34.3 million impairment associated with our LNG carrier, the LNG Croatia. In March 2019, we signed an agreement with LNG Hrvatska for the future sale of the LNG Croatia once converted into an FSRU, following the completion of her existing charter. Although the sale is not expected to close on or about December 31, 2020, the transaction triggered an immediate impairment test in March 2019, resulting in the recognition of a non-cash impairment charge of $34.3 million; and

•$7.3 million impairment charge associated with our investment in OLT Offshore LNG Toscana S.P.A. ("OLT-O"). In May 2019, a major shareholder in OLT-O sold its shareholding which triggered an assessment of the recoverability of the carrying value of our 2.6% investment in OLT-O. As the carrying value of our investment exceeded the representative fair value, we recognized a write down of our investment as of September 30, 2019.

Other operating gains: Other operating gains of $0.5 million for the nine months ended September 30, 2020 relates to a loss of hire insurance proceeds for the Golar Bear. Other operating gains of $12.1 million for the nine months ended September 30, 2019 comprised of:

•$9.3 million final payment to settle our claims on the delays and the termination of the Golar Tundra time charter with a former charterer; and

•$2.8 million loss of hire insurance proceeds on the LNG Croatia.

Equity in net losses of affiliates:


	Nine months ended September 30,
(in thousands of $)	2020	2019	Change	% Change
Equity in net losses of Golar Partners	(142,465)	(27,457)	(115,008)	419	%
Share of net losses of other affiliates	(391)	(2,038)	1,647	(81	%)
Equity in net losses of affiliates	(142,856)	(29,495)	(113,361)	384	%

As of September 30, 2020, we held a 32.2% (2019: 32.0%) ownership interest in Golar Partners (including our 2% general partner interest) and 100% of the incentive distribution rights ("IDRs"). In June 2020, given the duration and the extent of the suppressed unit price of Golar Partners, we took the view that the difference between the carrying value and the fair value of our equity accounted investment is no longer temporary and therefore recognized an impairment charge of $135.9 million.

The share of net losses in other affiliates represents our share of equity in Egyptian Company for Gas Services S.A.E and Avenir.

FLNG segment


	Nine months ended September 30,
(in thousands of $)	2020	2019	Change	% Change

Total operating revenues	163,572	163,572	—	—	%
Vessel operating expenses	(39,857)	(39,309)	(548)	1	%
Voyage, charter-hire and commission expenses	—	(460)	460	(100	%)
Administrative expenses	(691)	(607)	(84)	14	%
Project development expenses	(1,431)	39	(1,470)	(3,769	%)
Depreciation and amortization	(35,954)	(36,095)	141	—	%
Other operating (losses)/gains	(36,861)	(34,403)	(2,458)	7	%
Operating income	48,778	52,737	(3,959)	(8	%)

Vessel operating expenses: Vessel operating expenses increased by $0.5 million for the nine months ended September 30, 2020, compared to the same period in 2019, primarily due to an increase in crew costs as a result of COVID-19 related restrictions.

Voyage, charterhire and commission expenses: The decrease in voyage, charterhire and commission expenses of $0.5 million for the nine months ended September 30, 2020 compared to the same period in 2019 is due to reduced bunker consumption.

Project development expenses: Project development expenses increased by $1.5 million to $1.4 million for the nine months ended September 30, 2020 compared to a credit of $nil million in 2019, principally due to an increase in non-capitalized project related expenses comprising of legal, professional and consultancy fees.

Other operating (losses)/gains: Included in other operating (losses)/gains are:

•realized gain on the oil derivative instrument, based on monthly billings above the base tolling fee under the Liquefaction Tolling Agreement ("LTA") relating to the Hilli Episeyo of $2.5 million for the nine months ended September 30, 2020 compared to $12.0 million for the same period in 2019;

•unrealized loss on the oil derivative instrument, due to changes in oil prices above a contractual floor price over the term of the LTA of $39.4 million for the nine months ended September 30, 2020 compared to $43.4 million for the same period in 2019; and

•$3.0 million write-off of unrecoverable receivables relating to OneLNG for the nine months ended September 30, 2019.

Power segment


	Nine months ended September 30,
(in thousands of $)	2020	2019	Change	% Change

Equity in net losses of affiliates	(38,004)	(18,135)	(19,869)	110	%

The share in net losses of Hygo principally relates to trading activity of the Golar Celsius and the Golar Penguin operating as LNG carriers and the performance of the Sergipe Power Plant, including the Golar Nanook operating as a FSRU regasifying LNG for the power station. The increase in our share of net losses in Hygo is mainly driven by:

•commencement of operations of the Sergipe Power Plant and the Golar Nanook in late March 2020, which triggered the recognition of directly attributable costs as expense which were previously capitalized; and

•our share of the non-cash loss recognized on the difference between the carrying value of the asset and fair value of the Golar Nanook when the vessel became available for use by the lessee which triggered the commencement of the sales-type lease in late March 2020.

Other results

The following details our other consolidated results for the nine months ended September 30, 2020 and 2019:


	Nine months ended September 30,
(in thousands of $)	2020	2019	Change	% Change

Interest income	1,432	9,146	(7,714)	(84	%)
Interest expense	(54,137)	(77,096)	22,959	(30	%)
Losses on derivative instruments	(54,543)	(38,037)	(16,506)	43	%
Other financial items, net	1,986	(4,317)	6,303	(146	%)
Income taxes	(598)	(655)	57	(9	%)
Net income attributable to non-controlling interests	(75,111)	(69,898)	(5,213)	7	%

Interest income: Interest income decreased by $7.7 million to $1.4 million for the nine months ended September 30, 2020 compared to $9.1 million for the same period in 2019. The decrease was primarily due to a decrease in the returns on our fixed deposits that had been made during the nine months ended September 30, 2020, and a decrease in the income derived from the lending capital of our lessor VIEs, that we are required to consolidate under United States Generally Accepted Accounting Principles ("U.S. GAAP").

Interest expense: Interest expense decreased by $23.0 million to $54.1 million for the nine months ended September 30, 2020 compared to $77.1 million for the same period in 2019. This decrease was primarily due to:

•$22.3 million decrease in interest expense arising on the loan facilities of our consolidated lessor VIEs;

•$7.6 million decrease in interest expense relating to the refinancing of Golar Bear and Golar Viking facilities with AVIC International Leasing Company Limited (“AVIC”) and China State Shipbuilding Corporation (“CSSC”), respectively as a VIE debts, refinancing of the Golar Arctic facility and the prepayment of the Margin loan facility (see note 14 of our consolidated financial statements included herein); and

•$1.8 million decrease in interest expense on the Hilli letter of credit, following the contractual step down of the Hilli letter of credit from $300.0 million to $250.0 million in May 2019, and a further step down to $125.0 million in November 2019, upon achievement of the contractual production milestone;

This was partially offset by:

•$3.9 million increase in interest expense following the $150.0 million Term Loan facility drawdown in August 2019; and

•$4.3 million decrease in capitalized interest on borrowing costs in relation to our qualifying investments.

Losses on derivative instruments: Losses on derivative instruments increased by $16.5 million to a loss of $54.5 million for the nine months ended September 30, 2020 compared to a loss of $38.0 million for the same period in 2019. The movement was primarily due to:

Net realized and unrealized (losses)/gains on interest rate swap agreements: As of September 30, 2020, we have an interest rate swap portfolio with a notional amount of $562.5 million, none of which are designated as hedges for accounting purposes. Net unrealized losses on the interest rate swaps increased to a loss of $44.2 million for the nine months ended September 30, 2020 compared to a loss of $16.7 million for the same period in 2019. The increase was due to the decline in the long-term swap rates, partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties and a decrease in the notional value of our swap portfolio for the nine months ended September 30, 2020. Realized (losses)/gains on our interest rate swaps resulted in a loss of $3.6 million for the nine months ended September 30, 2020, compared to a gain of $5.7 million for the same period in 2019. The decrease was primarily due to lower LIBOR rates for the nine months ended September 30, 2020.

Unrealized losses on total return swap (or equity swap): In December 2014, we established a three-month facility for a Stock Indexed Total Return Swap Program or Equity Swap Line with DNB Bank ASA in connection with a share buyback scheme. In February 2020, we repurchased the remaining 1.5 million of our shares and 0.1 million of Golar Partners' units underlying the equity swap which terminated the Total Return Swap Program. The equity swap derivatives mark-to-market adjustment resulted in a net loss of $5.1 million recognized in the nine months ended September 30, 2020, compared to a net loss of $30.6 million for the same period in 2019. The losses are due to the decline in our share price.

Net unrealized losses on foreign exchange swaps: Net unrealized losses on the foreign exchange swaps increased to $1.7 million for the nine months ended September 30, 2020 compared to a gain of $3.5 million for the same period in 2019, due to the unfavorable exchange rate movements for the nine months ended September 30, 2020.

Other financial items, net: Losses on other financial items, net decreased by $6.3 million to $2.0 million for the nine months ended September 30, 2020, compared to a loss of $4.3 million for the same period in 2019, primarily as a result of consolidating our VIEs and favorable foreign exchange movements.

Net income attributable to non-controlling interests: Net income attributable to non-controlling interests decreased by $5.2 million to $75.1 million for the nine months ended September 30, 2020 compared to $69.9 million for the same period in 2019 mainly due to the subscription of a 30% equity interest of Gimi MS Corporation ("Gimi MS") by First FLNG Holdings in April 2019.

The net income attributable to non-controlling interests is comprised of:

•$9.4 million loss and $0.1 million income in relation to the non-controlling shareholders who hold interests in Gimi MS for the periods ended September 30, 2020 and 2019, respectively;

•$30.9 million and $25.5 million income in relation to the non-controlling shareholders who hold interests in Golar Hilli LLC ("Hilli LLC") for the periods ended September 30, 2020 and 2019, respectively; and

•$53.7 million and $44.3 million income in relation to the equity interests in our lessor VIEs for the periods ended September 30, 2020 and 2019, respectively.

Liquidity and Capital Resources

Our short-term liquidity requirements are primarily for the servicing of debt, working capital, potential investments in our joint venture and conversion project related commitments due within the next 12 months. We may require additional working capital for the continued operation of our vessels in the spot market, which is dependent upon vessel employment and fuel costs incurred during idle time. We remain responsible for the manning and technical management of our vessels within the LNG carrier pool in which nine of our vessels operate, referred to as the "Cool Pool".

As of September 30, 2020, we had cash and cash equivalents (including restricted cash and short-term deposits) of $238.9 million, of which $162.2 million is restricted cash. Included within restricted cash is $75.9 million with respect to the issuance of the letter of credit by a financial institution to our project partner involved in the Hilli FLNG project, $11.1 million collateral relating to requirements for our interest rate swaps and the balance mainly relates to the cash belonging to our lessor VIEs that we are required to consolidate under U.S. GAAP.

Since September 30, 2020, certain transactions impacting our cash flows include:

Payments of:

•$11.7 million of scheduled loan and interest repayments;

•$63.6 million of additions to the assets under development; and

•$5.0 million loan to Golar Partners.

Receipts of:

•$2.5 million release of restricted cash relating to interest rate swaps;

•$7.6 million release of restricted cash in relation to the Margin Loan facility; and

•$75.0 million drawdown on our $700 million Gimi facility.

Borrowing activities

During the nine months ended September 30, 2020, we entered into the following transactions relating to our debt facilities:

•In January 2020, we refinanced the Golar Viking facility and concurrently entered into an agreement to bareboat charter the vessel with CSSC and drawdown $56.0 million. The facility bears an interest rate of LIBOR plus a margin of 3.8%. The financing agreement also includes a conversion tranche of up to $75.0 million, of which we have drawn $60.2 million as of September 30, 2020;

•In March 2020, the unit price of Golar Partners common units which we own and which are pledged as security for the Margin Loan facility, fell below a defined threshold and triggered a mandatory prepayment option for the lenders. The lenders agreed to amend the existing terms of the Margin Loan facility rather than exercise that option. We prepaid a portion of the facility and released the associated restricted cash, reducing the principal to $30.0 million from $100.0 million and removed the mandatory prepayment clause. The facility bears an interest rate of LIBOR plus a margin of 2.95%; and

•In June 2020, we refinanced the Golar Bear facility and concurrently entered into an agreement to bareboat charter the vessel with AVIC and drawdown $100.0 million. The facility has a term of seven years and bears a fixed interest rate of 4.64%.

Security, debt and lease restrictions

Certain of our financing agreements are collateralized by ship mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary. The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the relevant lenders. In addition, lenders may accelerate the maturity of indebtedness under existing financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of these existing covenants contained in the financing agreements. Many of our debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include maintaining a positive working capital ratio, tangible net worth covenant and minimum free cash restrictions. With regards to cash restrictions, we have agreed to retain at least $50 million of cash and cash equivalents on a consolidated group basis. In addition, as of September 30, 2020, there are cross default provisions in certain of our and Golar Partners' and Hygo's loan and lease agreements.

Refer to note 1 of our consolidated financial statements included herein for our going concern assessment.

Cash Flow


	Nine months ended September 30,
(in thousands of $)	2020	2019	Change	% Change
Net cash provided by operating activities	86,399	71,551	14,848	21	%
Net cash used in investing activities	(208,367)	(62,652)	(145,715)	233	%
Net cash used in financing activities	(49,549)	(87,731)	38,182	(44	%)
Net decrease in cash, cash equivalents and restricted cash	(171,517)	(78,832)	(92,685)	118	%
Cash, cash equivalents and restricted cash at beginning of period	410,412	704,261	(293,849)	(42	%)
Cash, cash equivalents and restricted cash at end of period	238,895	625,429	(386,534)	(62	%)

Net cash provided by operating activities increased by $14.8 million to $86.4 million for the nine months ended September 30, 2020, compared to $71.6 million for the same period in 2019, mainly due to:

•higher contribution recognized from our participation in the Cool Pool due to higher utilization, higher charter rates and a lower number of drydocking days for our vessels;

•the improvement in the general timing of working capital for the nine months ended September 30, 2020, compared to the same period in 2019, driven by on-going cost saving measures, deferred vessel repairs and maintenance works and general reduction in overheads due to COVID-19 restrictions. These deferred works and essential overhead costs are expected to be incurred later in the year and in 2021; and

•Partially offset by $9.3 million cash receipts in connection with arbitration proceedings with a former charterer of the Golar Tundra for the nine months ended September 30, 2019. There were no comparable receipts in the same period in 2020.

Net cash used in investing activities of $208.4 million for the nine months ended September 30, 2020 arose mainly due to:

•additions of $211.2 million to assets under development relating to payments made in respect of the conversion of the Gimi and the LNG Croatia;

•$40.0 million short term-loans advanced to Golar Partners in February and May 2020; and

•additions of $10.7 million to our investments in Hygo and Avenir.

This was partially offset by:

•$40.0 million receipts from Golar Partners for repayment of the loans advanced in February and May 2020;

•$10.1 million of dividends received from Golar Partners; and

•$7.1 million proceeds from Keppel's subscription of 30% of the equity interest in Gimi MS.

Net cash used in investing activities of $62.7 million for the nine months ended September 30, 2019 arose mainly due to the addition of:

•$145.4 million to asset under development relating to payments made in respect of the conversion of the Gimi into a FLNG;

•additions of $17.3 million due to capital expenditures predominately in relation to the LNG Croatia, Golar Crystal, Golar Arctic, Golar Snow, Golar Kelvin and Golar Ice; and

•$17.3 million to our investments in Hygo and Avenir.

This was partially offset by the:

•$77.1 million proceeds from Keppel's subscription of 30% of the equity interest in Gimi MS;

•$27.4 million of dividends received from Golar Partners; and

•$9.7 million of cash consideration received from Golar Partners in respect of the remaining net purchase price less working capital adjustments in connection with the Hilli acquisition.

Net cash used in financing activities was $49.5 million for the nine months ended September 30, 2020 and arose principally due to:

•scheduled debt repayments of $419.4 million, which includes repayments made by our lessor VIE's (see note 9 "Variable Interest Entities" of our consolidated financial statements included herein);

•prepayment of $70.0 million on the principal balance on the Margin Loan facility in March 2020. There was no comparable prepayment in 2019;

•payment of $59.3 million to settle the outstanding principal following the Golar Bear refinancing in June 2020;

•payment of $16.7 million to repurchase the shares and units underlying our equity swap in February 2020. There was no comparable payment in 2019;

•payment of dividends of $16.0 million in relation to Hilli LLC; and

•financing costs of $7.6 million predominately in relation to the Golar Viking and Gimi facilities.

This was partially offset by debt proceeds drawn down of:

•$95.0 million being the third draw down under the $700 million Gimi facility; and

•$444.3 million in relation to borrowings made by our lessor VIE's (see note 9 "Variable Interest Entities" of our consolidated financial statements included herein).

Net cash used in financing activities was $87.7 million for the nine months ended September 30, 2019 and arose primarily due to:

•scheduled debt repayments of $420.0 million; and

•payment of dividends of $60.2 million.

This was partially offset by debt proceeds drawn down of:

•$100.0 million on the new Margin Loan facility;

•$150.0 million on the Term Loan facility; and

•$144.3 million in relation to our lessor VIE's (see note 9 "Variable Interest Entities" of our consolidated financial statements included herein)

Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with U.S. GAAP requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a discussion of the accounting policies applied by us that we consider to involve a higher degree of judgment. See note 2 “Basis of preparation and significant accounting policies” of our 2019 Annual Report.

Impairment of equity method investments

Description: We assess our equity investments for impairment whenever factors indicate that the carrying value of the investment may not be recoverable. Where there are indicators that the fair value is below the carrying value of our investments, we will evaluate these for other-than-temporary impairment.

Judgments and estimates: The assessment of ‘other than temporary’ requires judgments regarding the severity and the duration of any decline in fair value before an impairment loss is recognized. Consideration is given to the length of time and the extent to which fair value is below carrying value, the financial condition and near-term prospects of our investee and our intent and ability to hold the investment until any anticipated recovery. The unit price of our equity investment in Golar Partners has not recovered from the impact of the COVID-19 outbreak in line with peer companies in the LNG sector and market sentiment towards the equity investment has declined from the first quarter of 2020, contributed by the change in strategy to cut dividend distributions to focus capital allocation on debt reduction. Although there has been no significant change to the underlying business model, we believe the above factors around recoverability and decline in market sentiment have resulted in this decline being other than temporary.

Effect if actual results differ from assumptions: Although we believe the underlying judgments supporting our impairment charge are reasonable, if the fair value of our equity investments subsequently recovers to the carrying value before impairment, we would not be able to reflect this increase as part of our investment in equity affiliates and reverse the impairment charge previously taken in our statement of operations.

Non-GAAP Measures

Average Daily Time Charter Equivalent


Non-GAAP measure	Closest equivalent US GAAP measure	Adjustments to reconcile to primary financial statements prepared under US GAAP	Rationale for adjustments
Performance measures
Average daily TCE	Total Operating revenues	-Liquefaction services revenue -Vessel and other management fees -Voyage and commission expenses The above total is then divided by calendar days less scheduled off-hire days.	Measure of the average daily net revenue performance of a vessel. Standard shipping industry performance measure used primarily to compare period-to-period changes in the vessel’s net revenue performance despite changes in the mix of charter types (i.e. spot charters, time charters and bareboat charters) under which the vessel may be employed between the periods. Assists management in making decisions regarding the deployment and utilization of its fleet and in evaluating financial performance.


	Nine months ended September 30,
(in thousands of $ except number of days and average daily TCE)	2020	2019
Total operating revenues	319,953	309,702
Less: Liquefaction service revenue	(163,572)	(163,572)
Less: Vessel and other management fees	(15,227)	(15,939)
Time and voyage charter revenues (1)	141,154	130,191
Voyage and commission expenses (1)(2)	(6,842)	(36,070)
	134,312	94,121
Calendar days less scheduled off-hire days (3)	2,749	2,847
Average daily TCE (to the closest $100)	48,900	33,100

(1) This includes revenue and voyage, charterhire and commission expenses from the Cool Pool collaborative arrangement amounting to $23.4 million and $18.9 million, respectively, for the nine months ended September 30, 2019. See note 16 of our consolidated financial statements included herein.

(2) "Voyage and commission expenses" is derived from the caption "Voyage, charterhire and commission expenses" and "Voyage, charterhire and commission expenses - collaborative arrangement" less voyage and commission expenses in relation to the Hilli of $0.5 million for the nine months ended September 30, 2019.

(3) This excludes days when vessels are in cold lay-up, undergoing dry dock or undergoing conversion.

Risk Factors

In addition to the other information set forth in this Report on Form 6-K, you should carefully consider the risk factors set forth below, as well as the risk factors set forth in our 2019 Annual Report on Form 20-F for the fiscal year ended December 31,2019, filed with the Securities and Exchange Commission on April 30, 2020 (the “2019 Annual Report”). Except as presented below, there have been no material changes from the risk factors disclosed in our 2019 Annual Report.

Risks Related to Our Operations

Outbreaks of epidemic and pandemic diseases and governmental response thereto could adversely affect our business

Our operations are subject to risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic, which has been spreading around the world since December 2019. Many countries worldwide, affected by the outbreak, declared national emergencies due to the outbreak. The COVID-19 outbreak has negatively affected economic conditions and energy prices have fallen significantly. The COVID-19 outbreak has also negatively affected the supply chain, the labor market, the demand for LNG and LNG shipping regionally as well as globally and may otherwise impact our operations and the operations of our customers and suppliers. Governments in affected countries have been imposing and may continue to impose travel bans, quarantines and other emergency public health measures. These measures, though temporary in nature, may continue and increase as countries attempt to contain the outbreak.

The extent of the COVID-19 outbreak’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. However, to date our operations have been impacted in the following ways:

•crew changes have been cancelled and/or delayed due to port authorities denying disembarkation, a high potential of infection in countries where crew changes may otherwise have taken place, and the inability to repatriate crew members due to lack of international air transport or denial of re-entry by crew members’ home countries which may have closed their borders;

•the inability to complete scheduled engine overhauls, routine maintenance work, and management of equipment malfunctions;

•shortages or a lack of access to required spare parts for our vessels, and delays in repairs to, or scheduled or unscheduled maintenance or modifications or dry docking of, our vessels, as a result of a lack of berths available by shipyards from a shortage in labor of shipyards or contractors or due to other business disruptions;

•needing to find new, remote means to complete vessel inspections and related certifications by class societies, customers or government agencies –such remote inspections may fail to identify underlying conditions visible only through physical onboard inspections;

•disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions, increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements; and

•receipt of a force majeure notice relating to the Gimi GTA Project; however in October 2020, we announced we have confirmed a revised project schedule with BP and notice has been given and received by us and BP that no FM Event (as defined in the LOA) is ongoing (refer to “Risks Related to the Gimi GTA Project” below for further information).

Given the recent fluidity of developments and the extensive response to the outbreak, we are continually receiving updated information and are constantly reassessing the impact of COVID-19 on our operations. Measures that we are taking in response to COVID-19 include:

•The timing of crew rotations remains dependent on the duration and severity of COVID-19 in countries from which our crews are sourced as well as any restrictions in place at ports in which our vessels call, however we are managing to make limited crew changes where possible;

•We have sought to financially support our seafarers while on shore leave (typically, in line with maritime standards and the Maritime Labour Convention, seafarers are not paid whilst on shore leave); we have ensured that all Golar crew members are paid some of their salaries whilst they are unable to board a vessel and work, to support them and their families through this challenging period;

•Restrictions in place at ports may lead to increased provisioning costs to obtain supplies;

•Arrangements to accept delivery of additional spare parts and critical supplies are made where possible in our supply chains;

•Planned engine overhaul and routine maintenance services have been cancelled where possible, and arrangement for remote servicing of equipment are being made wherever possible;

•Non-critical boardings are being cancelled, current visits are being limited to vettings inspectors, pilots and port officials where allowed, and procedures have been implemented on board to limit the risk of human-to-human transmission from visiting personnel;

•More extensive use of remote ship visits by our management and support functions;

•Our global offices are monitoring applicable local legislation and social distancing guidelines to minimize the opportunity for human-to-human transmission, IT systems and network capacity have proven to be robust, and no interruption to business support functions and no implications on financial reporting systems or internal controls over financial reporting have been identified;

•We provide mental health support for our seafarers and global workforce through membership in organizations providing hotline support and introducing a forum for virtual sharing and collaboration on mental health concerns; and

•We are permitting flexible working arrangements for our people and non-critical projects have been postponed.

Potential worker shortages due to the COVID-19 outbreak and travel and social distancing restrictions imposed by governments or corporate policies could impose constraints on our ability to comply with deadlines and requirements set forth in environmental laws and regulations to which our operations are subject, including inspection, monitoring, reporting, certification, and training requirements. Although some environmental authorities have indicated they may exercise enforcement discretion with respect to non-compliance with routine obligations caused by COVID-19, there can be no assurance that enforcement discretion will be exercised in the event we are unable to comply with environmental laws and regulations. For a discussion of environmental laws and regulations affecting our business and operations, please see “Item 4. Information on the Company – B. Business Overview – Environmental and Other Regulations” in our 2019 Annual Report.

Trading prices of our shares have declined significantly during 2019 and 2020 and may continue to decline in future periods, due in part to the impact of COVID-19. Failure to control the continued spread of COVID-19 could significantly impact economic activity and demand for our vessels, which could further negatively affect our vessel values, our business, our ability to refinance our debt, financial condition, results of operations, cash flows, liquidity and cash available for distribution and could result in further declines in our share price.

Risks Related to the Gimi GTA Project

Delays and costs associated with renegotiation of our conversion contracts and capital expenditure commitments with Keppel as a result of BP’s force majeure claim could adversely affect our earnings, cash flows and financial condition.

We have entered into construction contracts with Keppel and Black & Veatch for Gimi’s conversion into a FLNG and the conversion has been underway in Keppel’s shipyard in Singapore since early 2019. In April 2020, we announced that we had received written notification of a force majeure claim from BP under the LOA relating to the Gimi GTA Project. The notice received from BP claimed that due to the recent outbreak of COVID-19 around the globe, it was unable to be ready to receive the Gimi on the 2022 target connection date, with an expected delay in the order of 12 months. A force majeure claim has also been received from the conversion shipyard. The $700 million facility agreement that we entered into in October 2019 to finance the conversion and operation of the Gimi was expected to be drawn down in line with our contractual capital expenditure requirements. Changes to the overall Gimi project budget are currently expected to be minimal. In October 2020, we announced that we had confirmed a revised project schedule with BP for the Gimi GTA Project. The revised project schedule will result in the target connection date for the Gimi, previously scheduled for 2022, as set out in the LOA, being extended by 11 months. Notice has been given and received by us and BP that no FM Event is ongoing. The terms of the LOA are unchanged. We have concluded discussions with both engineering, procurement and construction contractors and lending banks regarding the adjustment of the related construction and financing schedules, respectively, for the Gimi GTA Project and we have commenced the approval process to reflect these changes in the respective agreements. If we are unable to reach an agreement with the lending banks to adjust the related financing schedule, subsequent repayment of the facility may be adversely impacted by the delayed cash inflows resulting from the delayed vessel delivery and related commencement of operations. Our inability to successfully adjust the financing schedule with the lending banks under the $700 million facility agreement could have an adverse effect on our cash flows and financial condition, or could result in delays in the completion of the Gimi GTA Project.

Risks Related to Other Projects

We cannot guarantee that the commissioning of the LNG Croatia and the accompanying agreement with LNG Hrvatska will be completed on time.

We previously entered into an agreement with LNG Hrvatska to convert the LNG Croatia into a FSRU, sell the converted vessel, and then operate and maintain the FSRU for a minimum of ten years. We received a Final Notice to Proceed with the conversion in April 2019 and entered into a new facility agreement relating to the LNG Croatia conversion in January 2020 before the vessel’s entry to a shipyard in China to begin the conversion. All construction work has been completed and she has loaded commissioning cargo in Europe and will be delivered to our customer to complete commissioning work prior to acceptance of the vessel by LNG Hrvatska on or about December 31, 2020.

Vessel conversions are subject to the risk of delay or default by the shipyards and sub-contractors caused by, among other things, unforeseen quality or engineering problems, work stoppages or other labor disturbances at the shipyards, bankruptcy of or other financial crisis involving the shipyards, weather interference, unanticipated cost increases, delays in receipt of necessary equipment, political, social or economic disturbances, inability to finance the construction of the vessel and inability to obtain the requisite permits or approvals. There is a risk of further delays in the testing, commissioning and delivery of the LNG Croatia, including as a result of the ongoing global outbreak of COVID-19 which has hindered and may further hinder the completion of certain testing and commissioning work in shipyards and services performed by sub-contractors. In accordance with industry practice, in the event the shipyard is unable or unwilling to deliver the vessel, our remedies may be limited. Should we be unable to meet our obligations under the agreement on time or at all, we could be obligated to pay damages to LNG Hrvatska which could have a negative impact on our earnings and cash flow and could make it difficult to induce counterparties to contract with us for FSRU conversions in the future.

Additionally, in 2019 we incurred an impairment loss of $34.3 million in connection with the LNG Croatia. If its conversion and subsequent sale and delivery to LNG Hrvatska are not completed in a timely manner, we may need to recognize additional impairments on the vessel.

We have a substantial equity investment in Hygo that is subject to the risks related to Hygo’s operations and business.

We have a substantial equity investment in Hygo. In addition to the value of our investment, we expect to receive cash distributions from Hygo and management fee income from the provision of services to Hygo under a management and administrative services agreement for the vessels in Hygo’s fleet. The value of our investment, the income generated from our investment and the management fee income are subject to a variety of risks, including the risks related to Hygo’s business. In turn, Hygo’s business is subject to a variety of risks, including, among others, any inability of Stonepeak and us to successfully work together in the shared management of Hygo, any inability of Hygo to identify and enter into appropriate projects, any inability of Hygo to obtain sufficient financing for any project it identifies, any failure of upstream and downstream LNG producing projects connected with Hygo’s activities, and other industry, regulatory, economic and political risks similar in nature to the risks faced by us.

Hygo has a 50% interest in CELSE which was formed for the purpose of constructing and operating the Sergipe Power Plant, which commenced operations in March 2020.

Although Hygo has been awarded a 25 year power purchase agreement for the construction of a 605MW thermal power station in Barcarena, Brazil, there is no assurance that the power plant in Barcarena will be successful in obtaining a FID. Further, while Hygo has one terminal that has commenced commercial operations, its other planned terminals are in various stages of construction, permitting, commissioning and contracting customers. There can be no assurance that these planned terminals will commence operations timely or at all.

Constructing and operating a power plant is subject to certain risks that include unscheduled plant outages, equipment failure (such as the recent damage to one of Sergipe Power Plant’s transformers which will temporarily impact the total megawatts that it is able to generate until a replacement transformer is installed as described in “Recent and Other Developments – Hygo Developments – Sergipe Power Plant's Transformer”), labor disputes, disruptions in fuel supply, ability to purchase or receive physical delivery of natural gas or LNG in sufficient quantities and/or at economically attractive prices to supply the power plant and satisfy its delivery obligations, inability to comply with regulatory or permit requirements, natural disasters or terrorist acts, cyber-attacks or other similar occurrences, and inherent risks which may occur as a result of inadequate internal processes, technological flaws, human error or actions of third parties or other external events. The ongoing global outbreak of COVID-19 may result in disruption to the Sergipe Power Plant’s supply chain, work stoppages or other labor disturbances.

The control and management of these risks depend upon adequate development and training of personnel and on the existence of operational procedures, preventative maintenance plans and specific programs supported by quality control systems which reduce, but do not eliminate, the possibility of the occurrence and impact of these risks. The hazards described above, along with other safety hazards associated with our operations, can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of, or damage to, the environment and suspension of operations. The occurrence of any one of these events may result in Hygo, through its ownership interest in the power plant, being named as a defendant in lawsuits asserting claims for substantial damages, environmental cleanup costs, personal injury and fines and/or penalties.

Also, exchange rate fluctuations between the U.S. Dollar and the Brazilian Real could have an adverse impact on the results of operations of Hygo with respect to its investments in Brazil, including its investments in the power plants. The principal currency for revenue and operating expenses is Brazilian Real and the exposure to foreign currency could lead to fluctuations in Hygo’s net income and net revenue due to changes in the value of the U.S. Dollar relative to the Brazilian Real.

The value of our investment in Hygo could be materially and adversely affected by the materialization of any of these risks.

If Hygo fails to complete an IPO of its common shares by July 2021, it could have a material adverse effect on Hygo’s financial condition and the value of our investment in Hygo.

Hygo’s bye-laws and the Investment and Shareholders Agreement entered into between Hygo, Golar and Stonepeak, give Stonepeak certain rights upon a failure to complete an IPO of Hygo’s common shares within a specified time. If Hygo fails to complete an IPO of its common shares by July 2021, at Stonepeak’s option either Hygo will be required to convert Stonepeak’s 20 million preference shares to ordinary shares at a rate of 1.00 common shares to 1.20 preference shares, or alternatively Stonepeak can hold its preference shares and the dividend on the preference shares will increase to 11.5% and Stonepeak will be entitled to receive surplus distributable cash until Stonepeak has received a total of $200.0 million in preferential dividends and other special distributions.

Hygo’s failure to complete an IPO by July 2021, could have a material adverse effect on Hygo’s financial condition and a material adverse effect on the value of our investment in Hygo.

Our business and financial condition, as well as the value of our investment in Hygo, could be materially and adversely affected by allegations against Hygo’s former chief executive officer.

In September 2020, Hygo became aware that Brazilian government officials were investigating allegations against its former chief executive officer, Eduardo Antonello, including allegations of improper payments made in Brazil to foreign government officials during his employment at Seadrill in 2011. In October 2020, Mr. Antonello stepped down as Hygo’s chief executive officer to address the allegations against him, which he denies and maintains that he has not committed any wrong doing. Brazil’s investigation is ongoing and Hygo will monitor the results. While Hygo has conducted its own internal investigation without evidence of malfeasance, Hygo cannot predict when Brazil’s investigation will be completed or the results of such investigation, including whether any litigation will arise and the extent of the impact on its business. Publicity or other events associating Hygo with Mr. Antonello or the investigation, regardless of their foundation or accuracy, could adversely affect Hygo’s reputation and its ability to conduct its business in Brazil and other jurisdictions.

These allegations could adversely affect us in many ways, regardless of their veracity. If the allegations implicating Mr. Antonello are proved to be true, it could materially, adversely and permanently affect the value of our investment in Hygo, which in turn could harm our business, financial condition and results of operation, in addition to causing us to suffer reputational harm by former association to Mr. Antonello through our affiliation with Hygo.

Risks Related to the Financing of our Business

We are highly leveraged and subject to restrictions in our financing agreements that impose constraints on our operating and financing flexibility.

We have significant indebtedness outstanding under our several outstanding loans and may incur additional debt in the future. We may need to refinance some or all of our existing indebtedness, including our convertible notes and loan facilities, and additional indebtedness that we may incur in the future to, among other things, acquire additional vessels. We cannot assure you that we will be able to do so on terms acceptable to us or at all. If we cannot refinance our indebtedness or incur additional debt in the future, we will have to dedicate some or all of our cash flows, and we may be required to sell some of our assets or raise

capital in the public markets, to pay the principal and interest on our indebtedness and to fund our working capital and other liquidity requirements. In addition, we may not be able to pay dividends to our shareholders in the future and grow our fleet as planned. Our inability to fund our obligations may lead to an event of default under our financing agreements.

Our debt service obligations require us to dedicate a substantial portion of our cash flows from operations to payments on indebtedness and could limit our ability to obtain additional financing, make capital expenditures and acquisitions, and fund our other general corporate activities in the future. These obligations may also limit our flexibility in planning for, or reacting to, changes in our business and the shipping industry or detract from our ability to successfully withstand a downturn in our business or the economy generally. This may place us at a competitive disadvantage to other less leveraged competitors.

Our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business, financing activities and ability to make cash distributions to our shareholders. In addition, because of the presence of cross-default provisions in certain of our, Golar Partners’ and Hygo's financing agreements that cover both us, Golar Partners and Hygo, a default by us, Golar Partners or Hygo could lead to multiple defaults in our agreements.

Our obligations under our financing arrangements are secured by certain of our vessels and guaranteed by our subsidiaries holding the interests in our vessels. Our loan agreements impose, and future financial obligations may impose, operating and financial restrictions on us. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things:

•merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of our assets;

•make or pay dividends or other distributions;

•incur additional indebtedness, guarantees and liens;

•incur or make any capital expenditures;

•materially amend, or terminate, any of our current charter contracts or management agreements; or

•charter our vessels.

Due to these restrictions, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may differ from ours and we cannot guarantee that we will be able to obtain our lenders’ permission when needed. This may prevent us from taking actions that are in our best interests.

Our loan agreements and lease financing arrangements also require us to maintain specific financial levels and ratios, including minimum amounts of available cash, minimum ratios of current assets to current liabilities (excluding current portion of long-term debt), minimum levels of stockholders’ equity and maximum loan amounts to value, which are tested quarterly. If we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to our covenants, we would be in default of our loans and lease financing agreements, which, unless waived by our lenders, could provide our lenders with the right to require us to increase the minimum value held by us under our equity and liquidity covenants, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet or reclassify our indebtedness as current liabilities and could allow our lenders to accelerate our indebtedness and foreclose their liens on our vessels, which could result in the loss of our vessels. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain additional financing, which would impair our ability to continue to conduct our business.

Events beyond our control, including changes in the economic and business conditions in the shipping industry in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the recent outbreak of COVID-19, may affect our ability to comply with these covenants. We cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.

Moreover, in connection with any waivers and/or amendments to our loan and lease agreements, our lenders may impose additional operating and financial restrictions on us and/or modify the terms of our existing loan and lease agreements.

Because of the presence of cross-default provisions in certain of our, Hygo’s and Golar Partners’ loan and lease agreements that covers us, Hygo and Golar Partners, a default by us, Hygo or Golar Partners under a loan or lease agreement or other financing arrangement and the refusal of any one lender, lessor or applicable counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under our other loan and lease agreements even if our, Hygo or Golar Partners’ other lenders or lessors have waived covenant defaults under the respective agreements. A cross-default provision means that if we, Hygo or Golar Partners default on one loan or lease, we would then default on our other loans containing a cross-default provision.

Although we have received a commitment from Citibank to provide a Corporate Revolving Credit Facility, we cannot guarantee that such contemplated Corporate Revolving Credit Facility will be completed in a timely manner or at all.

We have received a commitment from our existing lender, Citibank, to provide a Corporate Revolving Credit Facility as described in “Recent and Other Developments.” However, Citibank’s commitment is subject to contingencies and there can be no assurance that such Corporate Revolving Credit Facility will be finalized in a timely manner or at all.

GOLAR LNG LIMITED

INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

PAGE


Unaudited Consolidated Statements of Loss for the nine months ended September 30, 2020 and 2019												13

Unaudited Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2020 and 2019												14

Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019												15

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019												16

Unaudited Consolidated Statements of Changes in Equity for the nine months ended September 30, 2020 and 2019												18

Condensed Notes to the Unaudited Consolidated Financial Statements												19

GOLAR LNG LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF LOSS


(in thousands of $, except per share data)		Nine months ended September 30,
	Notes	2020		2019
Time and voyage charter revenues	8	141,154		106,832
Time charter revenues - collaborative arrangement	4, 16	—		23,359
Liquefaction services revenue	5	163,572		163,572
Vessel and other management fees	5	15,227		15,939
Total operating revenues	4, 16	319,953		309,702

Vessel operating expenses		(82,709)		(90,463)
Voyage, charterhire and commission expenses	16	(6,842)		(17,597)
Voyage, charterhire and commission expenses - collaborative arrangement	4, 16	—		(18,933)
Administrative expenses		(26,724)		(40,337)
Project development expenses		(6,104)		(1,957)
Depreciation and amortization		(81,097)		(84,712)
Impairment of long-term assets	4	—		(41,597)
Total operating expenses		(203,476)		(295,596)

Other operating (loss)/income
Realized and unrealized (loss)/gain on oil derivative instrument	2	(36,861)		(31,441)
Other operating gains		532		9,098
Total other operating (loss)/income		(36,329)		(22,343)

Operating income/(loss)		80,148		(8,237)

Financial income/(expenses)
Interest income	16	1,432		9,146
Interest expense		(54,137)		(77,096)
Losses on derivative instruments	7	(54,543)		(38,037)
Other financial items, net	7, 16	1,986		(4,317)
Net financial expenses		(105,262)		(110,304)

Loss before taxes and equity in net losses of affiliates		(25,114)		(118,541)
Income taxes		(598)		(655)
Equity in net losses of affiliates	12	(180,860)		(47,630)

Net loss		(206,572)		(166,826)
Net income attributable to non-controlling interests		(75,111)		(69,898)
Net loss attributable to stockholders of Golar LNG Limited		(281,683)		(236,724)
Basic and dilutive loss per share ($)	6	(2.95)		(2.35)

Cash dividends declared and paid per share ($)		$	—	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GOLAR LNG LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


(in thousands of $)		Nine months ended September 30,
	Notes	2020	2019

Net loss		(206,572)	(166,826)

Other comprehensive (loss)/income:
Gain/(loss) associated with pensions, net of tax		156	(174)
Share of affiliates comprehensive loss (1)		(22,289)	(6,450)
Other comprehensive loss		(22,133)	(6,624)
Comprehensive loss		(228,705)	(173,450)

Comprehensive (loss)/income attributable to:

Stockholders of Golar LNG Limited		(303,816)	(243,348)
Non-controlling interests		75,111	69,898
Comprehensive loss		(228,705)	(173,450)

(1) No tax impact for the nine months ended September 30, 2020 and 2019.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GOLAR LNG LIMITED

CONSOLIDATED BALANCE SHEETS


		2020	2019
(in thousands of $)	Notes	September 30,	December 31
		Unaudited	Audited
ASSETS
Current
Cash and cash equivalents		76,696	222,123
Restricted cash and short-term deposits	10	100,748	111,545
Trade accounts receivable		18,453	25,470
Inventories		4,423	1,228
Other current assets		9,646	9,280
Amounts due from related parties	16	6,493	1,743
Total current assets		216,459	371,389
Non-current
Restricted cash	10	61,451	76,744
Investments in affiliates	12	303,629	508,805
Assets under development	11	763,507	434,248
Vessels and equipment, net		3,006,800	3,160,549
Other non-current assets	13	34,092	80,409
Total assets		4,385,938	4,632,144

LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Current portion of long-term debt and short-term debt	14	(1,215,377)	(1,241,108)
Trade accounts payable		(23,911)	(13,930)
Accrued expenses		(85,906)	(81,040)
Other current liabilities	15	(94,918)	(96,081)
Amounts due to related parties	16	(3,926)	(11,790)
Total current liabilities		(1,424,038)	(1,443,949)
Non-current
Long-term debt	14	(1,326,396)	(1,294,719)
Other non-current liabilities		(134,972)	(142,650)
Total liabilities		(2,885,406)	(2,881,318)

Equity
Stockholders' equity		(1,182,046)	(1,498,261)
Non-controlling interests		(318,486)	(252,565)

Total liabilities and stockholders' equity		(4,385,938)	(4,632,144)

The accompanying notes are an integral part of these unaudited consolidated financial statements.


GOLAR LNG LIMITED UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS
		Nine months ended September 30,
(in thousands of $)	Notes	2020	2019

OPERATING ACTIVITIES
Net loss		(206,572)	(166,826)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		81,097	84,712
Impairment of non-current assets		—	7,347
Impairment of long-lived assets		—	34,250
Amortization of deferred charges and debt guarantees		3,037	4,528
Equity in net losses of affiliates	12	180,860	47,630
Dividends received		—	202
Drydocking expenditure		(8,400)	(15,962)
Compensation cost related to employee stock awards		4,251	7,127
Net foreign exchange losses		613	1,089
Change in fair value of derivative instruments		50,903	43,735
Change in fair value of oil derivative instrument	2	39,400	43,420
Change in assets and liabilities:
Trade accounts receivable		7,017	47,066
Inventories		(3,195)	1,416
Other current and non-current assets		(16,713)	(13,185)
Amounts due to/from related companies		(1,303)	(4,025)
Trade accounts payable		2,542	(1,263)
Accrued expenses		6,013	(48,116)
Other current and non-current liabilities		(53,151)	(1,594)
Net cash provided by operating activities		86,399	71,551

INVESTING ACTIVITIES
Additions to vessels and equipment		(3,696)	(17,333)
Additions to assets under development		(211,167)	(145,358)
Additions to investments in affiliates		(10,726)	(17,269)
Dividends received		10,124	27,410
Short-term loan advanced to related parties	16	(40,000)	—
Proceeds from repayment of short-term loan advanced to related parties	16	40,000	—
Proceeds from disposals to Golar Partners		—	9,652
Proceeds from subscription of equity interest in Gimi MS Corporation		7,098	77,086
Proceeds from disposal of fixed assets		—	3,160
Net cash used in investing activities		(208,367)	(62,652)

FINANCING ACTIVITIES
Proceeds from short-term and long-term debt		539,307	394,278
Repayments of short-term and long-term debt		(548,623)	(420,040)
Cash dividends paid		(16,020)	(60,185)
Financing costs paid		(7,563)	(1,784)
Purchase of treasury shares		(16,650)	—
Net cash used in financing activities		(49,549)	(87,731)
Net decrease in cash, cash equivalents and restricted cash		(171,517)	(78,832)
Cash, cash equivalents and restricted cash at beginning of period		410,412	704,261
Cash, cash equivalents and restricted cash at end of period		238,895	625,429

Supplemental note to the consolidated statements of cash flows

The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:


(in thousands of $)	September 30, 2020	December 31, 2019	September 30, 2019	December 31, 2018
Cash and cash equivalents	76,696	222,123	250,153	217,835
Restricted cash and short-term deposits	100,748	111,545	222,612	332,033
Restricted cash (non-current portion)	61,451	76,744	152,664	154,393
	238,895	410,412	625,429	704,261

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GOLAR LNG LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


(in thousands of $)	Share Capital	Treasury Shares	Additional Paid-in Capital	Contributed Surplus (1)	Accumulated Other Comprehensive Loss (2)	Accumulated Retained Losses	Total before Non- controlling Interest	Non-Controlling Interest	Total Equity
Balance at December 31, 2018	101,303	(20,483)	1,857,196	200,000	(28,512)	(364,379)	1,745,125	80,666	1,825,791

Net (loss) income	—	—	—	—	—	(236,724)	(236,724)	69,898	(166,826)
Dividends	—	—	—	—	—	(28,810)	(28,810)	(15,707)	(44,517)
Employee stock compensation	—	—	7,601	—	—	—	7,601	—	7,601
Forfeiture of employee stock compensation	—	—	(473)	—	—	—	(473)	—	(473)
Proceeds from subscription of equity interest in Gimi MS Corporation	—	—	9,989	—	—	—	9,989	67,097	77,086
Other comprehensive loss	—	—	—	—	(6,624)	—	(6,624)	—	(6,624)

Balance at September 30, 2019	101,303	(20,483)	1,874,313	200,000	(35,136)	(629,913)	1,490,084	201,954	1,692,038

(in thousands of $)	Share Capital	Treasury Shares	Additional Paid-in Capital	Contributed Surplus (1)	Accumulated Other Comprehensive Loss (2)	Accumulated Retained Losses	Total before Non- controlling Interests	Non-controlling Interests	Total Equity
Balance at December 31, 2019	101,303	(39,098)	1,876,067	200,000	(34,866)	(605,145)	1,498,261	252,565	1,750,826

Net (loss)/ income	—	—	—	—	—	(281,683)	(281,683)	75,111	(206,572)
Dividends	—	—	—	—	—	—	—	(16,288)	(16,288)
Employee stock compensation	73	—	4,354	—	—	—	4,427	—	4,427
Forfeiture of employee stock compensation	—	—	(176)	—	—	—	(176)	—	(176)
Repurchase and cancellation of treasury shares (note 15)	(3,500)	39,098	—	—	—	(52,248)	(16,650)	—	(16,650)
Proceeds from subscription of equity interest in Gimi MS Corporation (note 9)	—	—	—	—	—	—	—	7,098	7,098
Other comprehensive income (note 12)	—	—	—	—	(22,133)	—	(22,133)	—	(22,133)

Balance at September 30, 2020	97,876	—	1,880,245	200,000	(56,999)	(939,076)	1,182,046	318,486	1,500,532

(1) Contributed Surplus is 'capital' that can be returned to shareholders without the need to reduce share capital, thereby giving us greater flexibility when it comes to declaring dividends.

(2) As at September 30, 2020, and 2019, our accumulated other comprehensive loss consisted of a gain of $0.2 million and loss of $0.2 million of pension and post retirement benefit plan adjustments and $22.3 million loss and $6.5 million loss of our share of affiliates comprehensive loss, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GOLAR LNG LIMITED

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Golar LNG Limited (the "Company" or "Golar") was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas ("LNG") shipping interests of Osprey Maritime Limited, which was owned by World Shipholding Limited.

As of September 30, 2020, our fleet comprises of ten LNG carriers, two Floating Storage Regasification Units ("FSRUs") (including one vessel under conversion to a FSRU) and two Floating Liquefaction Natural Gas vessels ("FLNGs") (including one vessel under conversion to a FLNG). We also operate, under management agreements, Golar LNG Partners LP's ("Golar Partners" or the "Partnership") fleet of ten vessels and Hygo Energy Transition Ltd's ("Hygo") fleet of three vessels. Collectively with Golar Partners and Hygo, our combined fleet is comprised of sixteen LNG carriers, nine FSRUs (including one vessel under conversion to a FSRU) and two FLNGs (including one vessel under conversion to a FLNG).

We are listed on the Nasdaq stock exchange under the symbol: GLNG.

As used herein and unless otherwise required by the context, the terms "Golar", the "Company", "we", "our" and words of similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.

Going concern

The consolidated financial statements have been prepared on a going concern basis.

To address our anticipated capital expenditures, scheduled repayments of long and short-term debts, debt facilities’ written put options, financing costs and working capital requirements over the next 12 months, we are in ongoing discussions with various financial institutions. The main items maturing that management considered from a liquidity standpoint were:

•The refinancing of the $150 million Term Loan facility due in December 2020;

•The refinancing of the $30 million Margin Loan facility due in December 2020;

•The extension of the Tundra facility's put option due to expire in June 2021; and

•Our ability to refinance assets, including our LNG carriers, to capitalize on existing low leverage ratios.

To address the refinancing of the $150 million Term Loan and $30 million Margin Loan facilities in December 2020, we have agreed to credit-approved terms for a new $100 million corporate revolving credit facility and are in advanced discussions with other financiers to fund the balance.

While we believe it is probable that we will be able to obtain the necessary funds and have a track record of successfully refinancing our existing debt requirements and sourcing new funding, primarily as a result of the strong fundamentals in relation to our assets (including contracted cash flows and existing leverage ratios), we cannot be certain that these will be executed in time or at all. Global financial markets and economic conditions have been and continue to be volatile, particularly with the COVID-19 pandemic. In this context, we continue to have productive discussions with financiers, and believe that these developments are not likely to have a material adverse effect on our ability to refinance existing facilities and access new funding sources.

Further, if market and economic conditions were to be favorable, we may also consider in conjunction with the refinancing of existing loans, further issuances of corporate debt or equity to increase liquidity to meet maturing obligations. To this aim, sources of funding for our medium and long-term obligations are continually reviewed by management and include a combination of new loans, refinancing of existing arrangements, public and private debt or equity offerings, and potential asset sales.

Accordingly, we believe that based on our plans, as outlined above, we will have sufficient resources to satisfy our obligations in the ordinary course of business for least the next 12 months as of November 30, 2020. To gauge our liquidity headroom, we have performed stress testing with respect to forecasted cash positions under various scenarios, which include using

assumptions such as significantly reduced revenue contributions from our fleet for uncontracted periods without commensurate reduction in operating costs, and accordingly are confident in our ability to meet our obligations when falling due.

2. ACCOUNTING POLICIES

Basis of accounting

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The consolidated financial statements do not include all of the disclosures required under U.S. GAAP in the annual consolidated financial statements, and should be read in conjunction with our audited annual financial statements for the year ended December 31, 2019, which are included in our annual report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on April 30, 2020 (the “Annual Report”).

Significant accounting policies

The accounting policies adopted in the preparation of the consolidated financial statements for the nine months ended September 30, 2020 are consistent with those followed in the preparation of our audited consolidated financial statements for the year ended December 31, 2019, except for those added and updated below as a result of adopting the requirements of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments (Topic 326). The impact of these changes in accounting policies on the consolidated financial statements is disclosed in note 3.

Allowance for credit losses

Financial assets recorded at amortized cost and off-balance sheet credit exposures not accounted for as insurance (including financial guarantees) reflect an allowance for current expected credit losses ("credit losses") over the lifetime of the instrument. The allowance for credit losses reflects a deduction to the net amount expected to be collected on the financial asset. Amounts are written off against the allowance when management believes the un-collectability of a balance is confirmed or certain. Expected recoveries will not exceed the amounts previously written-off or current credit loss allowance by financial asset category. We estimate expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We have elected to calculate expected credit losses on the combined balance of both the amortized cost and accrued interest from the unpaid principal balance. Specific calculation of our credit allowances is included in the respective accounting policies included herein; all other financial assets are assessed on an individual basis calculated using the method we consider most appropriate for each asset.

Trade accounts receivables

Trade receivables are presented net of allowances of expected credit losses. At each balance sheet date, all potentially uncollectible accounts are assessed individually for the purpose of determining the appropriate allowance for expected credit loss. The expected credit loss allowance is calculated using a loss rate applied against an aging matrix, with assets pooled based on the segment that generated the underlying revenue (vessel operations and FLNG), which reflects similar credit risk characteristics. Our trade receivables have short maturities so we have considered that forecasted changes to economic conditions will have an insignificant effect on the estimate of the allowance, except in extraordinary circumstances.

Related parties

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also related if they are subject to common control or significant influence. Amounts are presented net of allowances for credit losses, which are calculated using a loss rate applied against an aging matrix.

Cash and cash equivalents

We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash. Amounts are presented net of allowances for credit losses, which are assessed based on consideration of whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.

Restricted cash and short-term deposits

Restricted cash consists of bank deposits which may only be used to settle certain pre-arranged loans, bid bonds in respect of tenders for projects we have entered into, cash collateral required for certain swaps, and other claims which require us to restrict cash. Short-term deposits represent highly liquid deposits placed with financial institutions, primarily from our consolidated variable interest entities ("VIEs"), which are readily convertible into known amounts of cash with original maturities of less than 12 months. Amounts are presented net of allowances for credit losses, which are assessed based on consideration of whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.

Guarantees

Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, and reported in "Other current liabilities" and "Other non-current liabilities". A liability is recognized for an amount corresponding to the fair value of the obligation undertaken in issuing the guarantee. If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if (and when) the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent's guarantee of a subsidiary's debt to a third party. For those guarantees excluded from the above guidance requiring recognition of the liability for its fair value, financial statements disclosures of such items are made. Financial guarantees are assessed for credit losses and any allowance is presented as a liability for off-balance sheet credit exposures where the balance exceeds the collateral provided over the remaining instrument life. The allowance is assessed at the individual guarantee level, calculated by multiplying the balance exposed on default by the probability of default and loss given default over the term of the guarantee.

Use of estimates

The preparation of financial statements in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP") requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of material contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual value, charter rates, ship operating expenses and drydocking requirements.

During the period ended September 30, 2020, as a result of coronavirus ("COVID-19") and its impact on our operations, we considered whether indicators of impairment existed that could indicate that the carrying amounts of the vessels may not be recoverable as of September 30, 2020 and concluded that no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2019 impairment tests of our vessels. We will continue to monitor developments in the markets in which we operate for indications that the carrying value of our vessels are not recoverable.

In relation to the oil derivative instrument, the fair value was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the Liquefaction Tolling Agreement ("LTA"). Significant inputs used in the valuation of the oil derivative instrument include management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil prices obtained from quoted prices in active markets. The changes in fair value of our oil derivative instrument are recognized in each period within "Realized and unrealized gain on oil derivative instrument" as part of the consolidated statement of loss.

The realized and unrealized (loss)/gain on oil derivative instrument is as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Realized gain on oil derivative instrument	2,539	11,979
Unrealized (loss)/gain on oil derivative instrument	(39,400)	(43,420)
	(36,861)	(31,441)

For further information on the nature of this derivative, refer to note 15. The unrealized gain results from movement in oil prices above a contractual floor price over the term of the LTA; whereas the realized gain results from monthly billings above the base tolling fee under the LTA.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments, including ASU 2018-19, ASU 2019-04 and ASU 2019-11: Codification Improvements to Topic 326 ‘‘Financial Instruments-Credit Losses”. Topic 326 replaces the incurred loss impairment methodology with a requirement to recognize lifetime expected credit losses (measured over the contractual life of the instrument) immediately, based on information about past events, current conditions and forecasts of future economic conditions. This will reflect the net amount expected to be collected from the financial asset and is referred to as the current expected credit loss or "CECL" methodology, with measurement applicable to financial assets measured at amortized cost as well as off-balance sheet credit exposures not accounted for as insurance (including financial guarantees). Topic 326 also makes changes to the accounting for available-for-sale debt securities and purchased credit deteriorated financial assets, however, no such financial assets existed on date of adoption or in the reporting periods covered by these consolidated financial statements.

Using the modified retrospective method, reporting periods beginning after January 1, 2020 are presented under Topic 326 while comparative periods continue to be reported in accordance with previously applicable GAAP and have not been restated. The adoption of Topic 326 did not have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU remove some disclosure requirements relating to transfers between Level 1 and Level 2 of the fair value hierarchy and introduce new disclosure requirements for Level 3 measurements. We adopted the disclosure improvements prospectively on January 1, 2020, but this amendment has not had a material impact on our disclosure requirements as we have no Level 3 measurements.

In October 2018, the FASB issued ASU 2018-17 Consolidation (Topic 810) - Targeted Improvements to Related Party Guidance for Variable Interest Entities. The amendments in this ASU specify that for the purposes of determining whether a decision-making fee is a variable interest, a company is now required to consider indirect interests held through related parties under common control on a proportionate basis as opposed to as a direct investment. We are required to adopt the codification improvements retrospectively using a cumulative-effect method to retained earnings of the earliest period presented herein, but the amendment had no impact on historic consolidation assessments or retained earnings, as of January 1, 2020.

In March 2020, the FASB issued ASU 2020-03 Financial Instruments (Topic 825) - Codification Improvements. The amendments in this ASU propose seven clarifications to improve the understandability of existing guidance, including that fees between debtor and creditor and third-party costs directly related to exchanges or modifications of debt instruments include line-of-credit or revolving debt arrangements. We adopted the codification improvements that were effective on issuance from January 1, 2020 under the specified transition approach connected with each of the codification improvements. This amendment has not had a material impact on our consolidated financial statements or related disclosures, including retained earnings, as of January 1, 2020.

Accounting pronouncements that have been issued but not adopted

The following table provides a brief description of recent accounting standards that have been issued but not yet adopted:


Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2018-14 Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.	Removes some disclosure requirements that are not expected to materially change Golar’s existing note. Introduces new disclosure requirements including an explanation of the reasons for significant gains and losses relating to changes in the projected benefit obligation.	January 1, 2021	No material impact on disclosure requirements.
ASU 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.	The amendment removes certain exceptions previously available and provides some additional calculation rules to help simplify the accounting for income taxes.	January 1, 2021	No impacts are expected as a result of the adoption of this ASU.
ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.	The amendments provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The applicable expedients for us are in relation to modifications of contracts within the scope of Topics 310, Receivables, 470, Debt, and 842, Leases. This optional guidance may be applied prospectively from any date beginning March 12, 2020 and cannot be applied to modifications that occur after December 31, 2022.	Under evaluation	Under evaluation
ASU 2020-06 Debt – Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815).	The amendments simplify the issuer’s accounting for convertible instruments and its application of the equity classification guidance. The new guidance eliminates some of the existing models for assessing convertible instruments, which results in more instruments being recognized as a single unit of account on the balance sheet and expands disclosure requirements. The new guidance simplifies the assessment of contracts in an entity’s own equity and existing EPS guidance in ASC 260.	Under evaluation	Under evaluation

4. SEGMENT INFORMATION

We own and operate LNG carriers, FLNGs and FSRUs and provide these services under time charters or tolling agreements of varying periods. Our reportable segments consist of the primary services each provides. Although our segments are generally influenced by the same economic factors, each represents a distinct product in the LNG industry. Segment results are evaluated based on net income. The accounting principles for the segments are the same as for our consolidated financial statements. "Project development expenses" are allocated to each segment based on the nature of the project. Indirect general and administrative expenses are allocated to each segment based on estimated use.

The split of the organization of the business into three reportable segments is based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. As of September 30, 2020, we operate in the following three reportable segments:

•Vessel operations – We operate and subsequently charter out vessels on fixed terms to customers. We also provide technical vessel management services for our fleet as well as the fleets of our affiliates, Golar Partners and Hygo.

•FLNG – We convert LNG carriers into FLNG vessels and subsequently charter them out to customers. We currently have one operational FLNG, the Hilli, and one vessel undergoing conversion into a FLNG, the Gimi (see note 11).

•Power – We have a 50/50 joint venture, Hygo, with private equity firm Stonepeak. Hygo offers integrated LNG based downstream solutions, through the ownership and operation of FSRUs and associated terminal and power generation infrastructure.


	Nine months ended September 30, 2020
(in thousands of $)	Vessel operations	FLNG	Power	Other (1)	Total

Statement of Operations:
Total operating revenues	156,381	163,572	—	—	319,953
Depreciation and amortization	(45,143)	(35,954)	—	—	(81,097)
Other operating expenses(2)	(80,400)	(41,979)	—	—	(122,379)

Other operating losses	532	(36,861)	—	—	(36,329)
Operating income	31,370	48,778	—	—	80,148

Inter segment operating income/(loss) (3)	482	—	—	(482)	—
Segment operating income/ (loss)	31,852	48,778	—	(482)	80,148

Equity in net losses of affiliates (note 12)	(142,856)	—	(38,004)	—	(180,860)

Balance Sheet:	September 30, 2020
(in thousands of $)	Vessel operations	FLNG	Power	Other (1)	Total
Total assets	2,323,067	1,872,857	196,882	(6,868)	4,385,938
Investment in affiliates (note 12)	106,747	—	196,882	—	303,629


	Nine months ended September 30, 2019
(in thousands of $)	Vessel operations	FLNG	Power	Other (1)	Total
Statement of Operations:
Total operating revenues	146,130	163,572	—	—	309,702
Depreciation and amortization	(48,617)	(36,095)	—	—	(84,712)
Other operating expenses	(128,950)	(40,337)	—	—	(169,287)
Impairment of long-term assets (4)(5)	(41,597)	—	—	—	(41,597)
Other operating gains/(losses)	12,060	(34,403)	—	—	(22,343)
Operating (loss)/income	(60,974)	52,737	—	—	(8,237)

Inter segment operating income/(loss) (3)	553	—	—	(553)	—
Segment operating (loss)/income	(60,421)	52,737	—	(553)	(8,237)

Equity in net losses of affiliates (note 12)	(29,495)	—	(18,135)	—	(47,630)

Balance Sheet:	December 31, 2019
(in thousands of $)	Vessel operations	FLNG	Power	Other (1)	Total
Total assets	2,583,209	1,793,628	261,693	(6,386)	4,632,144
Investment in affiliates (note 12)	247,112	—	261,693	—	508,805

(1) Eliminations required for consolidation purposes.

(2) Other operating expenses comprise of vessel operating expenses, voyage, charterhire and commission expenses administrative expenses and project development expenses. The reduction in administrative expenses is due to ongoing cost reduction measures and COVID-19 restrictions resulting in a decrease in corporate expenses, legal costs and employee related costs.

(3) Inter segment operating income/(loss) relates to management fee revenues and charter revenues between the segments.

(4) On March 29, 2019 we signed an agreement with LNG Hrvatska d.o.o. ("LNG Hrvatska") for the future sale of the LNG Croatia (formerly known as the Golar Viking) once converted into an FSRU, following the completion of its current charter lease term, which triggered an impairment indicator. The impairment loss of $34.3 million is recognized in operating costs for the write down of the LNG Croatia asset to its fair value. Fair value is based on average broker valuation at date of measurement and represents the exit price in the principal LNG carrier sales market.

(5) In May 2019, a major shareholder sold its shareholding which triggered a re-assessment of the carrying value of our investment in OLT-O. This resulted in an impairment charge of $7.3 million for the write down of the carrying value in our investment in OLT-O to its fair value.

5. REVENUE

Contract assets arise when we render services in advance of receiving payment from our customers. Contract liabilities arise when the customer makes payments in advance of receiving the services. Changes in our contract balances during the period are as follows:


(in thousands of $)	Contract assets (1)	Contract liabilities (2)
Opening balance on January 1, 2020	18,656	(27,076)
Payments received for services billed	(17,735)	—
Services provided and billed in current period	168,602	—
Payments received for services billed in current period	(151,078)	—
Amortization of deferred commissioning period revenue	—	3,165
Closing balance on September 30, 2020	18,445	(23,911)

(1) Relates to management fee revenue and liquefaction services revenue, see a) and b) below.

(2) Relates to liquefaction services revenue, see b) below.

a) Management fee revenue:

By virtue of an agreement to offset intercompany balances entered into between us and our related parties, included within our total contract asset balances above are:

•$1.3 million in the balance sheet line item, "Amounts due from related parties" under current assets ($1.4 million at December 31, 2019), and

•$0.1 million in the balance sheet line item, "Amounts due to related parties" under current liabilities ($0.2 million at December 31, 2019).

Refer to note 16 for further details of our management fee revenue and contract terms.

b) Liquefaction services revenue:


	Nine months ended September 30,
(in thousands of $)	2020	2019
Base tolling fee (1)	153,376	153,376
Amortization of deferred commissioning period revenue billing (2)	3,165	3,165
Amortization of Day 1 gain (3)	7,463	7,463
Other	(432)	(432)
Total	163,572	163,572

(1) The LTA bills at a base rate in periods when the oil price is $60 or less per barrel (included in "Liquefaction services revenue" in the consolidated statements of loss), and at an increased rate when the oil price is greater than $60 per barrel (recognized as a derivative and included in "Realized and unrealized (loss)/gain on oil derivative instrument" in the consolidated statements of loss, excluded from revenue and from the transaction price).

(2) Customer billing during the commissioning period, prior to vessel acceptance and commencement of the contract term, of $33.8 million is considered an upfront payment for services. These amounts billed are deferred (included in "Other current liabilities" and "Other non-current liabilities" in the consolidated balance sheets) and recognized as part of "Liquefaction services revenue" in the consolidated statements of loss evenly over the contract term.

(3) The Day 1 gain was established when the oil derivative asset was initially recognized in December 2017 for $79.6 million (recognized in "Other current liabilities" and "Other non-current liabilities" in the consolidated balance sheets). This amount is amortized and recognized as part of "Liquefaction services revenue" in the consolidated statements of loss evenly over the contract term.

6. LOSS PER SHARE

Basic loss per share ("EPS") is calculated with reference to the weighted average number of common shares outstanding during the period.

The components of the numerator for the calculation of basic and diluted EPS are as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Net loss attributable to Golar LNG Limited stockholders - basic and diluted	(281,683)	(236,724)

The components of the denominator for the calculation of basic and diluted EPS are as follows:


(in thousands of $)	Nine months ended September 30,
	2020

Weighted average number of common shares outstanding	95,630	100,802

Loss per share are as follows:


	Nine months ended September 30,
	2020		2019
Basic and diluted	$	(2.95)	$	(2.35)

The effects of stock awards and convertible bonds have been excluded from the calculations of diluted EPS for the nine months ended September 30, 2020, and 2019, because the effects were anti-dilutive.

7. OTHER FINANCIAL ITEMS, NET

(Losses)/gains on derivative instruments comprise of the following:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Mark-to-market adjustments for interest rate swaps	(44,169)	(16,714)
Mark-to-market adjustments for total return equity swaps	(5,051)	(30,552)
Interest (expense)/income on undesignated interest rate swaps	(3,640)	5,698
Mark-to-market adjustments for foreign exchange swaps	(1,683)	3,531
	(54,543)	(38,037)

Other financial items, net comprise of the following:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Amortization of debt guarantee	3,375	942
Financing arrangement fees and other costs	(611)	(4,375)
Foreign exchange losses on operations	(614)	(1,089)
Others	(164)	205
	1,986	(4,317)


8.			OPERATING LEASES

Rental income

The components of operating lease income were as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019 (2)
Operating lease income	140,586	56,961
Variable lease income (1)	568	6,539
Total operating lease income	141,154	63,500

(1) "Variable lease income" is excluded from lease payments that comprise the minimum contractual future revenues from non-cancellable operating leases.

(2) The vessels that were operating under a collaborative arrangement in the Cool Pool for the nine months ended September 30, 2019, were not considered as an operating lease as the Cool Pool was jointly controlled with GasLog, see note 16.

9. VARIABLE INTEREST ENTITIES ("VIE")

9.1 Lessor VIEs

As of September 30, 2020, we leased ten (December 31, 2019: eight) vessels from VIEs as part of sale and leaseback agreements, of which four were with ICBC Finance Leasing Co. Ltd (“ICBCL”) entities, one with a China Merchants Bank Co. Ltd. (“CMBL”) entity, one with a CCB Financial Leasing Corporation Limited (“CCBFL”) entity, one with a COSCO Shipping entity, two with China State Shipbuilding Corporation (“CSSC”) entities and one with a AVIC International Leasing Company Limited (“AVIC”) entity. Each of the ICBCL, CMBL, CCBFL, COSCO Shipping, CSSC and AVIC entities are wholly-owned, newly formed special purpose vehicles (“Lessor SPVs”). In each of these transactions, we sold our vessel and then subsequently leased back the vessel on a bareboat charter for a term of one to ten years. We have options to repurchase each vessel at fixed predetermined amounts during their respective charter periods and an obligation to repurchase each vessel at the end of each vessel's respective lease period. Refer to note 5 to our consolidated financial statements filed with our Annual Report, for additional details.

While we do not hold any equity investments in the above Lessor SPVs, we have determined that we have a variable interest in these SPVs and that these lessor entities that own the vessels, are VIEs. Based on our evaluation of the agreements, we have concluded that we are the primary beneficiary of these VIEs and, accordingly, these lessor VIEs are consolidated into our financial results. We did not record any gains or losses from the sale of these vessels as they continued to be reported as vessels at their original costs in our consolidated financial statements at the time of each transaction. Similarly, the effect of the bareboat charter arrangement is eliminated upon consolidation of the Lessor SPV. The equity attributable to the respective lessor VIEs are included in non-controlling interests in our consolidated results. As of September 30, 2020 and December 31, 2019, the respective vessels are reported under “Vessels and equipment, net” or “Assets under development” in our consolidated balance sheets.

A summary of our payment obligations (excluding repurchase options and obligations) under the bareboat charters with the lessor VIEs as of September 30, 2020, are shown below:


(in thousands of $)	2020 (1)	2021	2022	2023	2024	2025+
Golar Glacier	4,310	17,100	17,100	17,100	12,884	—
Golar Kelvin	4,310	17,100	17,100	17,100	15,695	—
Golar Snow	4,310	17,100	17,100	17,100	15,695	—
Golar Ice	4,310	17,100	17,100	17,100	17,147	1,452
Golar Tundra (2)	4,498	17,604	17,051	16,498	15,953	12,863
Golar Seal	3,382	13,717	13,717	13,754	13,717	13,717
Golar Crystal (2)	2,451	9,804	9,840	9,866	9,901	22,335
Hilli (2)	25,489	100,180	97,187	94,194	91,273	275,722
LNG Croatia (2)	114,497	—	—	—	—	—
Golar Bear (2)	3,511	13,793	13,373	12,952	12,541	26,124

(1) For the three months ending December 31, 2020.

(2) The payment obligations relating to the Golar Tundra, Golar Crystal, Hilli, LNG Croatia and Golar Bear above includes variable rental payments due under the lease based on an assumed LIBOR plus margin.

The assets and liabilities of these lessor VIEs that most significantly impact our consolidated balance sheet as of September 30, 2020 and December 31, 2019, are as follows:


(in thousands of $)	Golar Glacier	Golar Kelvin	Golar Snow	Golar Ice	Golar Tundra	Golar Seal	Golar Crystal	Hilli	LNG Croatia	Golar Bear	September 30, 2020	December 31, 2019
Assets											Total	Total
Restricted cash and short-term deposits	9	1,461	1,461	9	—	13,804	5,074	28,608	6,033	5,279	61,738	34,947


Liabilities
Debt:
Current portion of long-term debt and short-term debt (1)	(114,875)	(134,322)	(115,408)	(88,107)	(10,293)	—	(8,092)	(431,465)	(115,225)	—	(1,017,787)	(963,005)
Long-term interest bearing debt - non-current portion (1)	—	—	—	—	(82,406)	(100,408)	(77,135)	(292,592)	—	(103,498)	(656,039)	(617,124)

	(114,875)	(134,322)	(115,408)	(88,107)	(92,699)	(100,408)	(85,227)	(724,057)	(115,225)	(103,498)	(1,673,826)	(1,580,129)

(1) Where applicable, these balances are net of deferred finance charges.

The most significant impact of the lessor VIE's operations on our unaudited consolidated statements of income, and unaudited consolidated statements of cash flows, are as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Statement of income
Interest expense	27,752	51,445

Statement of cash flows
Net debt repayments	(352,046)	(294,413)
Net debt receipts	444,307	144,278

9.2 Golar Hilli LLC

Following the sale of common units in Golar Hilli LLC ("Hilli LLC"), we have retained sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Hilli. Accordingly, management has concluded that Hilli LLC is a VIE and that we are the primary beneficiary.

Summarized financial information of Hilli LLC

The assets and liabilities of Hilli LLC(1) that most significantly impact our consolidated balance sheet are as follows:


(in thousands of $)	September 30, 2020	December 31, 2019
Balance sheet
Current assets	80,604	64,507
Non-current assets	1,223,490	1,300,605
Current liabilities	(473,195)	(496,029)
Non-current liabilities	(363,630)	(418,578)

(1) As Hilli LLC is the primary beneficiary of the Hilli Lessor VIE (see above) the Hilli LLC balances include the Hilli Lessor VIE.

The most significant impact of Hilli LLC VIE's operations on our unaudited consolidated statements of income, and unaudited consolidated statements of cash flows, are as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Statement of operations
Liquefaction services revenue	163,572	163,572
Realized and unrealized (loss)/gain on oil derivative instrument	(36,861)	(31,441)

Statement of cash flows
Net debt repayments	(281,972)	(204,447)
Net debt receipts	223,821	129,454

9.3 Gimi MS Corporation

Following the closing of the sale of 30% of the common units of Gimi MS Corporation ("Gimi MS") to First FLNG Holdings in April 2019, we have determined that (i) Gimi MS is a VIE, (ii) we are the primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Gimi. Thus Gimi MS continues to be consolidated into our financial statements.

Summarized financial information of Gimi MS

The assets and liabilities of Gimi MS that most significantly impact our consolidated balance sheet are as follows:


(in thousands of $)	September 30, 2020	December 31, 2019
Balance sheet
Current assets	789	24,894
Non-current assets	598,678	434,248
Current liabilities	(73,536)	(9,697)
Non-current liabilities	(202,783)	(107,902)

The most significant impact of Gimi MS VIE's operations on our unaudited consolidated statements of cash flows, is as follows:


(in thousands of $)	Nine months ended September 30,
	2020	2019
Statement of cash flows
Additions to asset under development	142,397	145,358
Net debt receipts	95,000	—
Proceeds from subscription of equity interest	7,098	77,086

10. RESTRICTED CASH AND SHORT-TERM DEPOSITS

Our restricted cash and short-term deposits balances are as follows:


(in thousands of $)	September 30, 2020	December 31, 2019
Restricted cash in relation to the Hilli	75,903	75,968
Restricted cash and short-term deposits held by lessor VIEs (see note 9)	61,738	34,947
Restricted cash relating to interest rate swaps (see note 15)	11,142	—
Restricted cash relating to the Margin Loan facility (see note 14)	7,848	10,000
Restricted cash relating to the $1.125 billion debt facility	4,837	10,975
Restricted cash relating to office lease	731	826
Restricted cash relating to the total return equity swap (see note 15)	—	55,573
Total restricted cash and short-term deposits	162,199	188,289
Less: Amounts included in current restricted cash and short-term deposits	(100,748)	(111,545)
Long-term restricted cash	61,451	76,744

11. ASSETS UNDER DEVELOPMENT


(in thousands of $)	September 30, 2020	December 31, 2019
Opening asset under development balance	434,248	20,000
Additions	200,245	372,849
Transfer from vessels and equipment, net	77,172	—
Transfer from other non-current assets (see note 13)	16,213	31,048
Interest costs capitalized	35,629	10,351
Closing asset under development balance	763,507	434,248

Gimi conversion

In February 2019, we entered into an agreement with BP for the employment of a FLNG unit, the Gimi, after conversion for 20-years. In April 2019, we completed the sale of 30% of the total issued ordinary share capital of Gimi MS to First FLNG Holdings. In October 2020, we announced that we had confirmed a revised project schedule with BP for the Gimi GTA Project. The revised project schedule will result in the target connection date for the Gimi, previously scheduled for 2022, as set out in the LOA, being extended by 11 months. Notice has been given and received by us and BP that no FM event (as defined in the LOA) is ongoing. The terms of the LOA are unchanged. We have concluded discussions with both engineering, procurement and construction contractors and lending banks regarding the adjustment of the related construction and financing schedules, respectively, for the Gimi GTA Project and we have commenced the approval process to reflect these changes in the respective agreements. The conversion cost including financing cost is approximately $1.5 billion of which $700 million is funded by the Gimi facility (see note 14).

As at September 30, 2020, the estimated timing of the outstanding payments in connection with the Gimi conversion are as follows:


(in thousands of $)
Period ending December 31,
2020 (1)			134,781
2021			213,613
2022			319,235
2023			201,104
2024			61,757
			930,490

(1) For the three months ending December 31, 2020

LNG Croatia conversion

In March 2019, we entered into agreements with LNG Hrvtska relating to the conversion and subsequent sale of the converted carrier LNG Croatia into a FSRU. Under the agreement, we will also operate and maintain the FSRU for a minimum of 10 years following its sale. In January 2020, the LNG Croatia completed her charter and entered the yard for conversion. In September 2020, the LNG Croatia completed construction work in a shipyard in China for its conversion to a FSRU. She is currently completing remaining automation and equipment pre-commissioning works in a shipyard in Croatia prior to commissioning and acceptance of the vessel by LNG Hrvatska, which is expected to occur on or about December 31, 2020.$75.0 million of the conversion is funded by the financing agreement with CSSC of which $60.2 million was drawn down during the nine months ended September 30, 2020 (see note 14). The remaining conversion cost is approximately $18.6 million payable within the next three months ending December 31, 2020.

12. INVESTMENTS IN AFFILIATES AND JOINT VENTURES


	Nine months ended September 30,
(in thousands of $)	2020	2019
Share of net losses of Golar Partners (1)	(142,465)	(27,457)
Share of net losses of Hygo (2)	(38,004)	(18,135)
Share of net losses of Avenir (3)	(154)	(1,228)
Share of net gains/(losses) of others	(237)	(810)
	(180,860)	(47,630)

The carrying amounts of our equity method investments as at September 30, 2020 and December 31, 2019 are as follows:


(in thousands of $)	September 30, 2020	December 31, 2019
Golar Partners	62,256	214,296
Hygo	196,882	261,693
Avenir	40,014	28,101
Others	4,477	4,715
Investments in affiliates	303,629	508,805

(1) As a result of the continued suppression of Golar Partners' unit price and the significant difference between the carrying value of our investment in Golar Partners and its fair value, we believe that the decline in Golar Partners’ unit price is no longer temporary as of June 30, 2020. Consequently, for the six months ended June 30, 2020, we recognized an impairment charge of $135.9 million presented in "Equity in net losses of affiliates" in our consolidated statements of loss. The fair value of our investment in Golar Partners is categorized within level 2 of the fair value hierarchy. We used Golar Partners’ unit price as at June 30, 2020, to estimate the total equity value of our investment.

(2) The decrease in carrying value of our investment in Hygo was mainly driven by unfavorable foreign exchange rate movements resulting in a other comprehensive loss of $22.3 million for the nine months ended September 30, 2020, increased costs of the Sergipe Power Plant which commenced commercial operations in late March 2020 and our share of the ‘Day 1’ non-cash accounting loss on the deemed disposal of the FSRU Golar Nanook that became available for use by the lessee, resulting in commencement of the sales-type lease, on March 31, 2020. Once available for use, both the power plant and Golar Nanook are no longer classed as assets under construction, resulting in the cessation of capitalizing directly attributable costs. $24.8 million of interest income from the sales-type lease was recognized by Hygo in the period up to September 30, 2020.

(3) In March 2020, Avenir issued an Equity Shortfall Offering to its shareholders, requiring funding of an equity shortfall by means of a total equity contribution to be funded on a pro rata basis. As of September 30, 2020, we have subscribed 7,500,000 additional shares at $1.00 par value and paid $7.5 million. We are obligated to subscribe a further 3,750,000 of additional shares at $1.00 par value, or $3.75 million and have recognized this liability under “Other current liabilities” in our consolidated balance sheet.

13. OTHER NON-CURRENT ASSETS

Other non-current assets comprise of the following:


(in thousands of $)	September 30, 2020	December 31, 2019
Operating lease right-of-use-assets	11,867	9,847
Oil derivative instrument (1)	6,240	45,640
Foreign exchange swap	—	214
Mark-to-market interest rate swaps	—	8
Other non-current assets (2)	15,985	24,700
	34,092	80,409

(1) "Oil derivative instrument" refers to a derivative embedded in the Hilli LTA. See note 2 of our consolidated financial statements for further details.

(2) "Other non-current assets" as of December 31, 2019 was mainly comprised of payments made for long lead items ordered in preparation for the conversion of the LNG Croatia into an FSRU. Upon entering the shipyard in January 2020, the LNG Croatia was classified as an asset under development and the aggregated long lead items of $16.2 million were reclassified to "Assets under development" (see note 11).

14. DEBT

As of September 30, 2020, and December 31, 2019, our debt was as follows:


(in thousands of $)	September 30, 2020	December 31, 2019
2017 Convertible Bonds	379,697	368,133
Gimi facility	225,000	130,000
Term facility	150,000	150,000
$1.125 billion facility	71,120	152,015
Golar Arctic facility	38,296	43,767
Margin Loan facility	30,000	100,000
Golar Viking facility	—	41,667

Subtotal (excluding lessor VIE loans)	894,113	985,582

AVIC VIE loan (1)	104,806	—
ICBCL VIE loans (1)	452,712	503,515
CCBFL VIE loan (1)	100,424	100,424
CMBL VIE loan (1)	92,699	104,884
COSCO Shipping VIE loan (1)	85,646	91,275
CSSC VIE loans (1)	840,600	783,071
Total debt	2,571,000	2,568,751
Less: Deferred finance charges	(29,227)	(32,924)
Total debt, net of deferred financing costs	2,541,773	2,535,827

At September 30, 2020, our debt, net of deferred financing costs, is broken down as follows:


	Golar debt	VIE debt (1)	Total debt
(in thousands of $)
Current portion of long-term debt and short-term debt	(197,590)	(1,017,787)	(1,215,377)
Long-term debt	(670,357)	(656,039)	(1,326,396)
Total	(867,947)	(1,673,826)	(2,541,773)

(1) These amounts relate to certain lessor entities (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as variable interest entities (see note 9).

Golar Bear refinancing

In June 2020, we refinanced the Golar Bear facility and concurrently entered into an agreement to bareboat charter the vessel with AVIC for $110.0 million and drawdown $100.0 million. The facility has a term of seven years and bears a fixed interest rate of 4.64%.

Margin loan refinancing

In March 2020, the unit price of Golar Partners common units which we own and which are pledged as security for the Margin Loan facility, fell below a defined threshold and triggered a mandatory prepayment option for the lenders. The lenders agreed to amend the existing terms of the Margin Loan facility rather than exercise that option. We prepaid a portion of the facility and released the associated restricted cash, reducing the principal to $30.0 million from $100.0 million and removed the mandatory prepayment clause. The facility bears an interest rate of LIBOR plus a margin of 2.95%.

Golar Viking facility

In January 2020, we refinanced the Golar Viking facility and concurrently entered into an agreement to bareboat charter the vessel with CSSC and drawdown $56.0 million. During the nine months period ended September 30, 2020, we have further drawdown $60.2 million from the $75.0 million conversion tranche facility.

15. FINANCIAL INSTRUMENTS

Fair values

We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The carrying values and estimated fair values of our financial instruments at September 30, 2020 and December 31, 2019 are as follows:


		September 30, 2020		December 31, 2019
(in thousands of $)	Fair value hierarchy	Carrying value	Fair value	Carrying value	Fair value
Non-Derivatives:
Cash and cash equivalents	Level 1	76,696	76,696	222,123	222,123
Restricted cash and short-term deposits	Level 1	162,199	162,199	188,289	188,289








Current portion of long-term debt and short-term debt (1)(2)	Level 2	(1,216,985)	(1,216,985)	(1,244,599)	(1,244,599)

Long-term debt - convertible bonds (2)	Level 2	(379,698)	(309,535)	(368,134)	(355,943)

Long-term debt (2)	Level 2	(974,317)	(974,317)	(956,018)	(956,018)

Derivatives:
Oil derivative instrument(3)(4)	Level 2	6,240	6,240	45,640	45,640
Interest rate swaps asset (3)(5)	Level 2	—	—	84	84
Interest rate swaps liability (3)(5)	Level 2	(49,884)	(49,884)	(5,798)	(5,798)
Foreign exchange swaps asset (3)	Level 2	170	170	1,246	1,246
Foreign exchange swaps liability (3)	Level 2	(607)	(607)	—	—

Total return equity swap liability (3)(5)(6)	Level 2	—	—	(50,407)	(50,407)

(1) The carrying amounts of our short-term debt approximate their fair values because of the near term maturity of these instruments.

(2) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table above are gross of the deferred finance charges amounting to $29.2 million and $32.9 million at September 30, 2020 and December 31, 2019, respectively.

(3) Derivative liabilities are captured within other current liabilities and derivative assets are generally captured within other current assets and non-current assets on the balance sheet.

4) The fair value of the oil derivative instrument was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA. Significant inputs used in the valuation of the oil derivative include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and short-term oil prices obtained from quoted prices in active markets.

(5) The fair value of certain derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties.

(6) The fair value of our total return equity swap is calculated using the closing prices of the underlying listed shares and units, dividends paid since inception and the interest rate charged by the counterparty. In February 2020, we purchased 1.5 million of our shares and 107,000 of Golar Partners' units underlying the total return swap, at fair consideration of $72.7 million, of which $59.3 million restricted cash was released at repurchase, with $55.5 million to settle the derivative liability fair value (see note 10) and $17.2 million relating to the fair value of the shares and units underlying the total return swap. The effect of our total return swap facilities in our consolidated statement of operations as at September 30, 2020 was a loss of $5.1 million. In February 2020, we cancelled all our treasury shares that we repurchased in the current and previous periods amounting to 3.5 million shares.

As of September 30, 2020, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below:


Instrument (in thousands of $)	Notional value	Maturity dates	Fixed interest rates
Interest rate swaps:
Receiving floating, pay fixed	562,500	2021 to 2029	1.69% - 2.37%

Some of our interest rate swaps have a credit arrangement that requires us to provide cash collateral when the market value of the instrument falls below a specified threshold. As at September 30, 2020, cash collateral amounting to $11.1 million has been provided (see note 10).

The credit exposure of our interest rate and equity swap agreements are represented by the fair value of contracts with a positive fair value at the end of each period, reduced by the effects of master netting agreements. It is our policy to enter into master netting agreements with the counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us. We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of September 30, 2020 and December 31, 2019 would be adjusted as detailed in the following table:


	September 30, 2020			December 31, 2019
(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
Interest rate swaps asset	—	—	—	84	(52)	32
Interest rate swaps liability	(49,884)	—	(49,884)	(5,798)	52	(5,746)
Foreign exchange swap asset	170	—	170	1,246	—	1,246
Foreign exchange swap liability	(607)	—	(607)	—	—	—

16. RELATED PARTY TRANSACTIONS

a) Transactions with Golar Partners and subsidiaries:

Net revenues: The transactions with Golar Partners and its subsidiaries for the nine months ended September 30, 2020 and 2019 consisted of the following:


	Nine months ended September 30,
(in thousands of $)	2020	2019
Management and administrative services revenue (a)	5,920	7,195
Ship management fees revenue (b)	3,947	3,345
Interest income on short-term loan (c)	285	—
Total	10,152	10,540

Receivables/(payables): The balances with Golar Partners and its subsidiaries as of September 30, 2020 and December 31, 2019 consisted of the following:


(in thousands of $)	September 30, 2020	December 31, 2019
Balances due from/(to) Golar Partners and its subsidiaries (c)	4,305	(2,708)
Methane Princess lease security deposit (d)	149	(2,253)
Total	4,454	(4,961)

a)Management and administrative services revenue - 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. Where external service providers costs are incurred by us on behalf of Golar Partners, these are recharged at cost. 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)Balances due from/(to) Golar Partners and its subsidiaries/Interest income on short-term loan - 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 with respect to 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 payables are generally settled quarterly in arrears. Trading balances owing to or due from Golar Partners 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 Partners, including ship management and administrative service fees due to us.

In May 2020, we provided a revolving credit facility of $25.0 million, of which $15.0 million was drawn down and repaid in June 2020. The facility was unsecured and bears interest at a rate of LIBOR plus a margin of 5.0%. In February 2020, we loaned $25.0 million with interest of LIBOR plus 5.0%, of which $20.0 million and $5.0 million was repaid in March 2020 and April 2020, respectively. During the nine months ended September 30, 2020, we received interest of $0.3 million.

d)Methane Princess Lease security deposit - 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.

Other transactions:

During the nine months ended September 30, 2020 and 2019, we received total distributions from Golar Partners of $10.1 million and $27.6 million, respectively with respect to the common units and general partner units owned by us.

During the nine months ended September 30, 2020 and 2019 Hilli LLC had declared distributions totaling $9.9 million and $12.9 million, respectively with respect to the common units owned by Golar Partners. In connection with the Hilli disposal we have agreed to indemnify Golar Partners for certain costs incurred in Hilli operations when these costs exceed a contractual ceiling. During the nine months ended September 30, 2020 and 2019 we have accounted for $0.3 million and $0.8 million, respectively with respect to the net Hilli indemnification cost. As of September 30, 2020 and 2019, we have a payable of nil and $4.0 million, respectively to Golar Partners, recorded in "amounts due to related parties", in respect of the Hilli quarterly distribution.

b) Transactions with Hygo and affiliates:

Net revenues: The transactions with Hygo and its affiliates for the nine months ended September 30, 2020 and 2019 consisted of the following:


	Nine months ended September 30,
(in thousands of $)	2020	2019
Management and administrative services revenue	3,900	4,492
Ship management fees income	1,247	908
Debt guarantee compensation (a)	3,221	524
Total	8,368	5,924

Payables: The balances with Hygo and its affiliates as of September 30, 2020 and December 31, 2019 consisted of the following:


(in thousands of $)	September 30, 2020	December 31, 2019
Trading balances due to Hygo and affiliates (b)	(3,926)	(6,829)
Total	(3,926)	(6,829)

a)Debt guarantee compensation - In connection with the closing of the formation of the joint venture Hygo with Stonepeak, Hygo entered into agreements to compensate Golar in relation to certain debt guarantees relating to Hygo and its subsidiaries. This compensation amounted to an aggregate of $3.2 million and $0.5 million income for the nine months ended September 30, 2020 and 2019, respectively.

b)Trading balances - Receivables and payables with Hygo 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 Hygo 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 Hygo, including ship management and administrative service fees due to us.

Other transactions:

Net Cool Pool expenses - Net expenses relating to the other pool participants are presented in our consolidated Statement of Loss in the line item “Voyage, charter hire and commission expenses” for the nine months ended September 30, 2020 and 2019 amounted to $2.7 million and $0.6 million, respectively.

Guarantees:

Debt guarantees - In January 2020, the Golar Celsius was refinanced and we provided a debt guarantee to third party banks in respect of the secured debt facility until March 2027. As described in (a) above, we receive compensation from Hygo in relation to the provision of the guarantees for the Golar Penguin, Golar Celsius and Golar Nanook. These debt facilities are secured against specific vessels.

c) Transactions with OneLNG and subsidiaries:

Receivables: The balances with OneLNG and its subsidiaries as of September 30, 2020 and December 31, 2019 consisted of the following:


(in thousands of $)	September 30, 2020	December 31, 2019
Balances due from OneLNG (a)	105	707
Total	105	707

a)Balances due from OneLNG - Receivables with OneLNG and its subsidiaries comprise primarily of unpaid advisory, administrative services and payment on behalf of a related party. Balances due from OneLNG are unsecured and interest free.

d) Transactions with other related parties:

Net (expenses)/revenue: The transactions with other related parties for the nine months ended September 30, 2020 and 2019 consisted of the following:


	Nine months ended September 30,
(in thousands of $)	2020	2019
The Cool Pool (a)	—	39,666
Magni Partners (b)	(564)	(858)
Borr Drilling (c)	218	—
2020 Bulkers (d)	(5)	—
Avenir LNG (e)	848	—
Total	497	38,808

Receivables: The balances with other related parties as of September 30, 2020 and December 31, 2019 consisted of the following:


(in thousands of $)	September 30, 2020	December 31, 2019
Magni Partners (b)	81	88
Borr Drilling (c)	770	542
2020 Bulkers (d)	235	265
Avenir LNG (e)	848	—
Total	1,934	895

a) The Cool Pool - On July 8, 2019 GasLog's vessel charter contracts had concluded and withdrew their participation from the Cool Pool. Following Gaslog's departure, we assumed sole responsibility for the management of the Cool Pool and consolidate the Cool Pool. From point of consolidation, the Cool Pool ceased to be a related party.

The table below summarizes our net earnings (impacting each line item in our consolidated statement of operations) generated from our participation in the Cool Pool:


	Nine months ended September 30,
(in thousands of $)	2020	2019
Time and voyage charter revenues	—	43,332
Time charter revenues - collaborative arrangement	—	23,359
Voyage, charterhire and commission expenses	—	(8,092)
Voyage, charterhire and commission expenses - collaborative arrangement	—	(18,933)
Net income from the Cool Pool	—	39,666

b) Magni Partners - Tor Olav Trøim is the founder of, and partner in, Magni Partners (Bermuda) Limited ("Magni Partners"), a privately held Bermuda company, and is the ultimate beneficial owner of the company. Receivables and payables from Magni Partners comprise primarily of the cost (without mark-up) or part cost of personnel employed by Magni Partners who have provided advisory and management services to Golar. These costs do not include any payment for any services provided by Tor Olav Trøim himself.

c) Borr Drilling - Tor Olav Trøim is the founder, and director of Borr Drilling, a Bermuda company listed on the Oslo and Nasdaq stock exchanges. Receivables comprise primarily of management and administrative services provided by our Bermuda corporate office.

d) 2020 Bulkers is a related party by virtue of common directorships. Receivables comprise primarily of management and administrative services provided by our Bermuda corporate office.

e) Avenir LNG entered into agreements to compensate Golar in relation to certain debt guarantees relating to Avenir LNG and its subsidiaries. This compensation amounted to an aggregate of $0.8 million for the nine months ended September 30, 2020

17. OTHER COMMITMENTS AND CONTINGENCIES

Assets pledged


(in thousands of $)	September 30, 2020	December 31, 2019
Book value of vessels secured against loans (1)	2,982,887	3,135,891

(1) This excludes the Gimi and LNG Croatia which, were re-classified as "Assets under development" (see note 11). The Gimi and LNG Croatia are secured against their respective debt facilities (see note 14).

As at September 30, 2020 and December 31, 2019, 21,333,586 and 21,226,586 Golar Partners common units, respectively, were pledged as security for the obligations under the Margin Loan facility.

As at September 30, 2020 and December 31, 2019, the Term Loan facility is secured by a pledge against our shares in Hygo.

Capital Commitments

We have agreed contract terms for the conversion of the Gandria to a FLNG. The Gandria is currently in lay-up awaiting delivery to Keppel for conversion. The conversion agreement is subject to certain payments and lodging of a full Notice to Proceed. We have also provided a guarantee to cover the sub-contractor's obligations in connection with the conversion of the vessel.

UK tax lease benefits

As described under note 26 in our audited consolidated financial statements filed with our 2019 Annual Report, during 2003 we entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived primarily from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. As is typical in these leasing arrangements, as the lessee we are obligated to maintain the lessor’s after-tax margin. Accordingly, in the event of any adverse tax changes or a successful challenge by the UK Tax Authorities (''HMRC'') with regard to the initial tax basis of the transactions, or in relation to the 2010 lease restructurings, or in the event of an early termination of the Methane Princess lease, we may be required to make additional payments principally to the UK vessel lessor, which could adversely affect our earnings or financial position. We would be required to return all, or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we received in respect of our lease financing transactions, including the 2010 restructurings and subsequent termination transactions. The gross cash benefit we received upfront on these leases amounted to approximately £41 million (before deduction of fees).

Of these six leases, we have since terminated five, with one lease remaining, the Methane Princess lease. Pursuant to the deconsolidation of Golar Partners in 2012, Golar Partners is no longer considered a controlled entity but an affiliate and therefore as at September 30, 2020, the capital lease obligation relating to this remaining UK tax lease is not included on our consolidated balance sheet. However, under the indemnity provisions of the Omnibus Agreement or the respective share purchase agreements, we have agreed to indemnify Golar Partners in the event of any tax liabilities in excess of scheduled or final scheduled amounts arising from the Methane Princess leasing arrangements and termination thereof.

HMRC has been challenging the use of similar lease structures and has been engaged in litigation of a test case for some years. In August 2015, following an appeal to the Court of Appeal by the HMRC which set aside previous judgments in favor of the tax payer, the First Tier Tribunal (UK court) ruled in favor of HMRC. The tax payer in this particular ruling has the election to appeal the courts’ decision, but no appeal has been filed. The judgments of the First Tier Tribunal do not create binding precedent for other UK court decisions and therefore the ruling in favor of HMRC is not binding in the context of our structures. Further, we consider there are differences in the fact pattern and structure between this case and our 2003 leasing arrangements and therefore it is not necessarily indicative of any outcome. HMRC have written to our lessor to indicate that they believe our lease may be similar to the case noted above. We have reviewed the details of the case and the basis of the judgment with our legal and tax advisers to ascertain what impact, if any, the judgment may have on us and the possible range of exposure has been estimated at approximately £nil to £121.1 million ($nil to $156.5 million). In December 2019, in conjunction with our lessor, Golar obtained supplementary legal advice confirming our position. Golar's discussions with HMRC on this matter have concluded without agreement and, in January 2020, we received a closure notice to the inquiry stating the basis of HMRC's position. Consequently, a notice of appeal against the closure notice was submitted to HMRC. We remain confident of our position, however given the complexity of these discussions it is impossible to quantify the reasonably possible loss, and we continue to estimate the possible range of exposures as set out above.

Class Action Lawsuit

On September 24, 2020, a single, purported Golar shareholder filed a putative class action lawsuit against us, our Chief Executive Officer, Iain Ross, and Hygo’s former chief executive officer, Eduardo Antonello, in the United States District Court for the Southern District of New York (Case No. 1-20-cv-07926). The complaint generally alleges that the defendants violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by making allegedly false and/or misleading statements regarding, among other matters, Golar’s business operations and prospects in relation to the implication of Hygo’s former chief executive officer in certain allegations by the Brazilian government. The complaint seeks unspecified damages, attorneys’ fees and other costs. We believe that the allegations in the lawsuit are without merit and intend to vigorously contest the class action lawsuit.

Legal proceedings and claims

We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. A provision will be recognized in the financial statements only where we believe that a liability will be probable and for which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements.

Other

In December 2005, we signed a shareholders' agreement in connection with the setting up of a jointly owned company to be named Egyptian Company for Gas Services S.A.E ("ECGS"), which was to be established to develop hydrocarbon business and in particular LNG related business in Egypt. As at September 30, 2020, we had a commitment to pay $1.0 million to a third party, contingent upon the conclusion of a material commercial business transaction by ECGS as consideration for work performed in connection with the setting up and incorporation of ECGS.

We are party to a shareholders’ agreement with a consortium of investors to fund the development of pipeline infrastructure and a FSRU which are intended to supply two power plants in the Ivory Coast. The project is currently in the initial design phase. Negotiations are underway with third party lenders for the financing of construction costs in the event a positive investment decision is made. During the initial phase of the project, our remaining contractual commitments for this project are estimated to be around €1.1 million. In the event a positive FID is taken on the project, this could increase up to approximately €15.0 million. This figure is dependent upon a variety of factors such as whether third party financing is obtained for a portion of the construction costs. The timing of this range of payments is dependent on whether and when FID is made, progress of negotiations with lenders for non-investor financing, and the progress of eventual construction work. The nature of payments to the project could be made in a combination of capital contributions or interest-bearing shareholder loans.

In relation to our investment in small-scale LNG services provider Avenir LNG Limited ("Avenir"), we are party to a combined commitment of up to $182.0 million from initial Avenir shareholders Stolt-Nielsen Limited ("Stolt-Nielsen"), Höegh LNG Holdings Limited ("Höegh") and us. In November 2018, Avenir was capitalised with the placement of 110,000,000 new shares at a par price of US$1.00 per share. Following the initial equity offering, the founding partners are committed to fund $72.0 million of which Golar is committed to $18.0 million. As discussed in note 12, following Avenir's issuance of the Equity Shortfall Offering to its shareholders, we subscribed to $7.5 million additional shares at $1.00 par value during the nine months ended September 30, 2020, and recognized $3.75 million of our remaining commitment as a liability.

18. SUBSEQUENT EVENTS

End of BP Greater Tortue Ahmeyim project FM Events

In October 2020, we announced that we had confirmed a revised project schedule with BP for the Gimi GTA Project. The revised project schedule will result in the target connection date for the Gimi, previously scheduled for 2022, as set out in the LOA, being extended by 11 months. Notice has been given and received by us and BP that no FM Event (as defined in the LOA) is ongoing. The terms of the LOA are unchanged. We have concluded discussions with both engineering, procurement and construction contractors and lending banks regarding the adjustment of the related construction and financing schedules, respectively, for the Gimi GTA Project and we have commenced the approval process to reflect these changes in the respective agreements.

Golar Seal Facility put option extension

The terms of our existing Golar Seal facility include a put option that if exercised requires us to repay the facility if an appropriate long-term charter of 4 years or more is not entered into by January 2021. In November 2020, we agreed and executed an extension with our existing lender, CCBFL, to extend such put option by one year. All other facility terms remain unchanged.

Corporate Revolving Credit Facility and Term Loan extension

In connection with the refinancing we agreed with Citibank to extend the maturity of the $150 million Term Loan facility to the middle of December, 2020.

Margin Loan facility extension

We have agreed with our existing lenders under the Margin Loan facility, which was scheduled to mature in August 2020 to extend the maturity date to the middle of December, 2020.

Short term loan to Golar Partners


			Clifford Chance Pte Ltd
Execution Version

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.




Confidential

GIMI MS Corporation as Borrower ABN Amro Bank N.V. Clifford Capital Pte. Ltd. ING Bank N.V. Natixis as Mandated Lead Arrangers ING Bank N.V. as Facility Agent and Security Trustee The Financial Institutions Listed Herein as Lenders AND The Financial Institutions Listed Herein as Hedging Banks
			SENIOR SECURED TERM LOAN FACILITY AGREEMENT for a $700,000,000 Term Loan Facility in respect of the conversion of one (1) LNG carrier into a floating liquefaction natural gas facility


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Contents
Clause			Page

Section 1 Interpretation 1

1. Definitions and Interpretation 1

Section 2 The Facility 58

2. The Facility 58

3. Purpose 58

4. Conditions of Utilisation 59

Section 3 Utilisation 61

5. Utilisation 61

Section 4 Repayment, Prepayment and Cancellation 63

6. Repayment 63

7. Illegality, Prepayment and Cancellation 63

8. Restrictions 70

Section 5 Costs of Utilisation 72

9. Interest 72

10. Interest Periods 73

11. Changes to the Calculation of Interest 73

12. Fees 77

Section 6 Additional Payment Obligations 78

13. Tax Gross-Up and Indemnities 78

14. Increased Costs 83

15. Other Indemnities 84

16. Mitigation by the Lenders 89

17. Costs and Expenses 89

Section 7 Representations, Undertakings and Events of Default 91

18. Representations 91

19. Financial Information Undertakings 98

20. Financial Covenants 104

21. General Undertakings 112

22. Conversion Period 117

23. Dealings with Vessel 123

24. Condition and operation of the Vessel 125

25. Insurance 128

26. Minimum Security Value 134


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27. General Project Undertakings 138

28. Project Accounts 142

29. Business Restrictions 151

30. Hedging Agreements 155

31. Events of Default 157

32. Position of Hedging Bank 164

Section 8 Changes to Parties 167

33. Changes to the Lenders 167

34. Changes to the Obligors 172

Section 9 The Finance Parties 174

35. Roles of Facility Agent, Security Trustee and Mandated Lead Arrangers 174

36. Trust and Security Matters 188

37. Enforcement of Transaction Security 192

38. Application of Proceeds 193

39. Reference Banks 197

40. Conduct of business by the Finance Parties 197

41. Sharing among the Finance Parties 197

Section 10 Administration 200

42. Payment Mechanics 200

43. Set-Off 204

44. Notices 204

45. Calculations and Certificates 206

46. Partial Invalidity 207

47. Remedies and Waivers 207

48. Amendments and Waivers 207

49. Confidential Information 210

50. Confidentiality of Funding Rates and Reference Bank Quotations 214

51. Counterparts 215

Section 11 Governing Law and Enforcement 216

52. Governing law 216

53. Arbitration 216

Schedule 1 The Original Parties 217

Schedule 2 Vessel Information 227

Schedule 3 Conditions Precedent 229

Part 1 Conditions Precedent to First Utilisation Request 229

Part 2 Conditions Precedent to each Advance 235


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Schedule 4 Utilisation Request 238

Schedule 5 Selection Notice 239

Schedule 6 Form of Transfer Certificate 240

Schedule 7 Form of Compliance Certificate 243

Schedule 8 Indicative Amortisation Schedule 244

Schedule 9 LTA's Scope of Work 246

Schedule 10 Withdrawal Request 253

Schedule 11 Form of Hedging Bank Accession Undertaking 254


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THIS AGREEMENT is dated 24 October 2019 and made

BETWEEN:

(1) GIMI MS CORPORATION (the "Borrower");

(2) ABN AMRO BANK N.V., CLIFFORD CAPITAL PTE. LTD., ING BANK N.V. and NATIXIS as mandated lead arrangers (the "Mandated Lead Arrangers");

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as the original lenders (the "Original Lenders");

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as the original hedging banks (the "Original Hedging Banks");

(5) ING BANK N.V. as facility agent of the other Finance Parties (the "Facility Agent"); and

(6) ING BANK N.V. as security trustee for the Finance Parties (the "Security Trustee").

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. Definitions and Interpretation

1.1 Definitions

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

"Acceptable Amount" means, in respect of any Reduction Remedy Period, an amount equal to the scheduled payments of Debt Service (Borrower) due to be paid by the Borrower during such Reduction Remedy Period pursuant to and in accordance this Agreement.

"Acceptable Replacement Guarantor" means:

(a) in respect of a Golar MLP Drop Down, Golar MLP; and

(b) in respect of a Keppel MLP Drop Down, KOM, KIT or any other Subsidiary of KCL acceptable to the Lenders provided in each case:

(i) no Change of Control shall occur as a result of or otherwise following such Keppel MLP Drop Down; and

(ii) such person shall be in compliance with each of its respective financial covenants, in respect of KOM or KIT, under Clause 20 (Financial covenants) and, in respect of any other Subsidiary of KCL, financial


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covenants to be agreed between KCL and the Majority Lenders at the time of entering into its respective Replacement Guarantee.

"Account" means each of following accounts:

(a) the Project Accounts; and

(b) the Free Cash Account,

or any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 28 (Project Accounts).

"Account Banks" means, in relation to any Project Account, the banks or financial institutions specified as such in Schedule 1 or another bank or financial institution approved by the Majority Lenders at the request of the Borrower.

"Account Security" means, in relation to a Project Account, a deed or other instrument to be executed by the Borrower in favour of the Security Trustee (acting for and on behalf of the Finance Parties) in an agreed form conferring a Security Interest over that Project Account.

"Accounting Reference Date" means:

(a) in respect of the Borrower, 31 December;

(b) in respect of the Operator, 31 December;

(d) in respect of the Original Keppel Shareholder, 31 December;

(e) in respect of the Golar Payment Guarantor (if applicable), 31 December;

(f) in respect of the Keppel Payment Guarantor (if applicable), 31 December;

(g) in respect of the Golar Performance Guarantor (if applicable), 31 December;

(h) in respect of the Keppel Performance Guarantor (if applicable), 31 December,

or such other dates as may be notified by the Borrower to the Facility Agent.

"Active Facility" means, at any relevant time, such part of the Total Commitments (whether drawn or undrawn) as is then available for borrowing under this Agreement at such time in accordance with Clause 4 (Conditions of Utilisation) to the extent that such part of the Total Commitments is not cancelled or reduced under this Agreement.

"Actual Project Cost" means all Project Costs and other costs incurred to complete the Project (including Project Costs in respect of the Finance Documents) on or before the date on which Final Acceptance occurs.


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"Advance" means, together, the Contract Instalment Advances, the Ancillary Project Cost Advances, the Interest Payment Advances and the Final Advance, and "Advance" means any of them, each being borrowing of a proportion of the Total Commitments by the Borrower or (as the context may require) the outstanding principal amount of such borrowing.

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

"Agreed Scope of Work" means the LTA's scope of work as set out in Schedule 9 (LTA's Scope of Work).

"Ancillary Project Cost Advance" means an Advance to be made to finance part of the Ancillary Project Costs paid or to be paid by the Borrower drawn down or to be drawn down, by the Borrower in accordance with Clause 3.2 (Use).

"Ancillary Project Costs" means all costs related to the Project which are not Contract Instalments or Interest Payments, including the Debt Service Reserve.

"Anti-Corruption Laws" means (a) the Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977, and (b) and all other laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption which are required to be complied with by any Obligor from time to time.

"Anti-Money Laundering Laws" means:

(a) the Bank Secrecy Act, as amended by, among other acts, the USA PATRIOT Act of 2001, (Pub. L. No. 107-56);

(b) the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 65A of Singapore and the Organised Crime Act 2015 of Singapore;

(d) the EU First Money Laundering Directive (91/308/EEC) and the EU Second Money Laundering Directive (2001/97/EC), as amended by, the EU Third Money Laundering Directive (2005/60/EC); and

(e) any other law, regulation, order, decree, financial recordkeeping, reporting requirements or directive of any jurisdiction having the force of law and relating to anti-money laundering which are required to be complied with by any Obligor from time to time.

"Approved Brokers" means Bergvall Marine AS, Nausch, Hogan & Murray and any other broker as maybe agreed from time to time between the Facility Agent and the Borrower.

"Approved Credit Rating" means a rating for its long-term unsecured and non-credit-enhanced debt obligations of BBB+ or higher by Standard & Poor's Rating


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Services or Fitch Ratings Ltd or Baa1 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

"Approved Issuer" means any Lender or other financial institution having an Approved Credit Rating.

"Approved Successor" means:

(a) in the case of a Golar MLP Drop Down, Golar MLP or a direct wholly owned Subsidiary of Golar MLP;

(b) in the case of a Keppel MLP Drop Down prior to Final Acceptance, subject to (A) KOM continuing as the Keppel Payment Guarantor, and (B) completion of satisfactory "Know your Customer" requirements of the Lenders (in respect of (i) below acting reasonably):

(i) KIT;

(ii) any Keppel Fund; and

(iii) any other Singapore listed business trust sponsored by Keppel Capital;

(c) in the case of a Keppel MLP Drop Down post Final Acceptance, subject to (A) an Acceptable Replacement Guarantor continuing as the Keppel Performance Guarantor, and (B) completion of satisfactory "Know your Customer" requirements of the Lenders (in respect of (i) below acting reasonably):

(i) KIT;

(ii) any Keppel Fund;

(iii) any other Singapore listed business trust sponsored by Keppel Capital; and

(d) any other person approved by the Lenders.

"Approved Valuer" means Westwood, Clarksons, IHS Markit, Kennedy Marr, Fearnleys or any company with similar expertise and qualification as may be agreed from time to time between the Facility Agent and the Borrower.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Auditors" means Ernst & Young or any other internationally recognised firm appointed by the Borrower to act as its statutory auditors.

"Authorisation" means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration, including but not limited to a Project Authorisation and an Environmental Licence.


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"Authority" means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government-owned and howsoever constituted or called, that exercises the functions of a central bank) in a Relevant Jurisdiction.

"Available Commitment" means a Lender's Commitment minus the amount of its participation in the Loan.

"Available Facility" means the aggregate for the time being of all the Lenders' Available Commitments.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"Balance" means, in respect of an Account, the cash amount standing to the credit of such Account.

"Base Capacity" has the meaning given to that term in the LOA.

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

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

"Basel II Regulation" means:

(a) any law or regulation in force as at the date hereof implementing the Basel II Accord, (including the relevant provisions of CRD IV and CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements


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of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord; and

(b) any Basel II Approach adopted by a Finance Party or any of its Affiliates.

"Basel III Accord" means, together:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

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

"Basel III Regulation" means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV and CRR) save to the extent that such law or regulation re-enacts a Basel II Regulation but excluding any amendment of a Basel II Regulation arising out of Basel III.

"Block C8 Owners" means the parties that hold a participating interest in the Mauritania Joint Operating Agreement from time to time.

"Bookrunners" means ABN AMRO Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.

"Borrower Share Security Agreement" means each share charge constituting a first Security Interest by the Shareholders in favour of the Security Trustee in the agreed form in respect of all of the shares in the Borrower.

"BP Lessee Credit Support" means the guarantee dated 27 September 2019 and provided by the BP Lessee Credit Support Provider in favour of the Borrower in respect of the BP Lessee Credit Support Provider's Relevant Payment Percentage of the Lessee's obligations to the Borrower under the LOA.


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"BP Lessee Credit Support Provider" means BP Exploration Operating Company Limited, a company incorporated in England whose registered office is at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP.

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

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

exceeds:

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

"Bridge Financings" has the meaning given to it in Clause 20.7 (KIT Financial Covenants).

"Builder" means Keppel Shipyard Limited, a company incorporated in the Republic of Singapore with its principal office at 51 Pioneer Sector 1, Singapore 628437.

"Builder's Risks Insurances" means:

(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 the Builder and the Borrower in respect of or in connection with the Vessel taken out under the Main Building Contract.

"Bullet Payment" has the meaning given to that term in the LOA.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, London, New York, Paris, Tokyo and Singapore.

"B&V Consortium" means the consortium comprised of:

(a) Black & Veatch Corporation;

(b) Black & Veatch Singapore Pte. Ltd.;

(d) Black & Veatch (Beijing) Engineering Design Co., Ltd.,


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and any other Black & Veatch entity that accedes to the Sub-Contract or the Tripartite Agreement.

"Capital Element" has the meaning given to it in Clause 20.3 (Borrower Financial Covenants).

"Cash" has the meaning given to it in Clause 20.7 (KIT Financial Covenants).

"Cash Equivalents" has the meaning given to it in Clause 20.2 (Financial definitions).

"Certificate of Acceptance" means a certificate of acceptance for the FLNG Facility a contemplated by clause 7.13 (Acceptance Testing) of the LOA, substantially in the form set out in schedule 9 (Certificate of Acceptance) of the LOA.

"Change in Location" means, following Final Acceptance, a change in the location of the FLNG Facility from the Permitted Location.

"Change of Control" occurs when:

(a) at any time prior to the Final Acceptance Date, GLNG or, after a Golar MLP Drop Down, GLNG and/or the Golar Successor, singly or jointly, ceases to be the beneficial owner, directly or indirectly, of at least seventy per cent. (70%) of the total voting power or ownership interest of the Borrower;

(b) at any time after the Final Acceptance Date, GLNG or, after a Golar MLP Drop Down, GLNG and/or the Golar Successor, singly or jointly, ceases to be the beneficial owner, directly or indirectly, of more than fifty per cent. (50%) of the total voting power or ownership interest of the Borrower;

(c) at any time prior to the Performance Guarantee Release Date, none of Keppel Capital or, following a Keppel MLP Drop Down, Keppel Capital and/or the Keppel Successors, singly or jointly, owns, directly or indirectly, at least thirty per cent. (30%) of the total voting power or ownership interest of the Borrower;

(d) in respect of the Golar Payment Guarantor or the Golar Performance Guarantor:

(i) an entity (in the case Golar MLP, other than GLNG) or person, group of persons or entities acting in concert acquires in excess of fifty per cent. (50%) of the issued share capital (or equivalent) of that Guarantor or exercises 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 that Guarantor; or

(ii) fifty per cent. (50%) of the shares in that Guarantor are no longer listed on the Exchange;


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(e) following a Golar MLP Drop Down, there is a change in the general partner of Golar MLP;

(f) following a Keppel MLP Drop Down, neither Keppel Capital nor a wholly or majority owned Subsidiary of KCL jointly or singly is:

(i) in the case of KIT or a member of the KIT Group, the sponsor or the trustee manager of KIT; or

(ii) in respect of a Keppel Fund, the sponsor or manager of such Keppel Fund;

(g) in respect of KOM and each other Acceptable Replacement Guarantor (other than KIT), an entity other than KCL or a wholly owned Subsidiary of KCL or person, group of persons or entities acting in concert acquires in excess of fifty per cent. (50%) of the issued share capital (or equivalent) of KOM or such Acceptable Replacement Guarantor, or exercises 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 KOM or such Acceptable Replacement Guarantor; and

(h) at any time KCL ceases to be the beneficial owner, directly or indirectly, of more than fifty per cent. (50%) of the total voting power or ownership interest of Keppel Capital,

provided that no "Change of Control" shall occur (i) if any of the events set out in paragraphs (a) to (h) above occur in respect of an Obligor (or entity referred to therein) prior to it becoming an "Obligor" or after that Obligor that has been released from all of its liabilities under the Finance Documents to which it is a party in accordance with the provisions of such Finance Documents or in respect of a Golar Successor or a Keppel Successor to the extent that it no longer holds a direct or indirect ownership interest in the Borrower, and (ii) in respect of the events set out in paragraphs (a) to (c) above, if the Original Keppel Shareholder exercises its rights under the Shareholder Agreement to increase its shareholding in the Borrower, provided that (x) the guaranteed obligations of the Keppel Payment Guarantor under the Keppel Payment Guarantee shall increase in accordance with the Relevant Payment Percentage applicable to it and (y) after the first increase in the shareholding in the Borrower, any further changes in the shareholding of the Borrower as a result of any Shareholder exercising its respective rights under the Shareholder Agreement must be approved by the Majority Lenders.

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

"Classification" means the classification specified in Schedule 2 (Vessel Information) with the Classification Society or another classification approved by the Majority Lenders as its classification, at the request of the Borrower.

"Classification Society" means the classification society specified in Schedule 2 (Vessel Information) or another classification society (being a member of the


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International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association nominated by the Facility Agent) approved by the Majority Lenders as its Classification Society, at the request of the Borrower, such consent not to be unreasonably withheld or delayed.

"COD" has the meaning given to the term "Commercial Operations Date" in the LOA.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

"Compensating Sum" has the meaning given to it in Clause 13.4(b) (Indemnities on after Tax basis).

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or otherwise approved.

"Compulsory Acquisition" means requisition for title or other compulsory acquisition, nationalisation, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the Vessel by any government entity or other competent authority, whether de jure or de factor, but shall exclude requisition for use or hire not involving requisition for title.

"Confidential Information" means all information relating to an Obligor, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group or any of its advisers,


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in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 49 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate or Reference Bank Quotation.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the Loan Market Association or in any other form agreed between the Borrower and the Facility Agent.

"Confirmation" shall have, in relation to any Hedging Transaction, the meaning given to that term in the relevant Hedging Agreement.

"Confirmation Letter" means each letter delivered by each Lessee Credit Support Provider or its Subsidiary acceptable to the Lenders in favour of the Facility Agent, [*****], in form and substance satisfactory to the Facility Agent.

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

"Contract Instalment" has the meaning given to it in Clause 3.2(a)(i) (Use).

"Contract Instalment Advance" means an Advance to be made in accordance with the terms of the Main Building Contract, to finance part of the amount due to the Builder on that day pursuant to the Main Building Contract drawn down or to be drawn down, by the Borrower in accordance with Clause 3.2 (Use).


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"Contract Price" means the price for the conversion of the Vessel into an FLNG Facility payable under the Main Building Contract.

"Conversion Period" means the period commencing on the first Utilisation Date until the Final Acceptance Date.

"Conversion Period Hedging Requirement" has the meaning given to it in Clause 30.2(a)(i) (Hedging).

"Conversion Yard" means any of the shipyards occupied and operated by the Builder or any of its Affiliates.

"Correction Date" means, in respect of a Reduction Date, the second Repayment Date immediately succeeding such Reduction Date.

"Cost Overruns" means:

(a) that part of the Actual Project Cost which exceeds the Initial Project Budget; and

(b) in respect of any Project Budget Statement, that part of the projected Total Project Costs which exceeds the Initial Project Budget.

"Costs" means any amount payable by the Borrower under Clause 17 (Costs and expenses).

"CRD IV" means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

"CRR" means the regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms.

"Current Assets" has the meaning given to it in Clause 20.4 (GLNG Financial Covenants).

"Current Liabilities" has the meaning given to it in Clause 20.4 (GLNG Financial Covenants).

"Debt Service (Borrower)" means, for each relevant period, the aggregate of:

(a) the amount of interest on the Facility which is payable under Clause 9 (Interest);

(b) each principal amount of the Loans which is scheduled to be repaid under Clause 6 (Repayment); and

(d) Fees,


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in each case during that period.

"Debt Service (Golar MLP)" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Debt Service Coverage Ratio" has the meaning given to it in Clause 20.3 (Borrower Financial Covenants).

"Debt Service Reserve" means with respect to a Repayment Date, an amount equal to the Debt Service (Borrower) payable during the three month period commencing on such Repayment Date and ending on the next successive Repayment Date but excluding the Total Balloon Amount.

"Debt Service Reserve Account" means the Project Account designated as a "Debt Service Reserve Account" under Clause 28 (Project Accounts).

"Debt Service Retention Account" means the Project Account designated as a "Debt Service Retention Account" under Clause 28 (Project Accounts).

"Delegate" means any delegate, additional trustee or co-trustee appointed by the Security Trustee, a Finance Party or a Receiver in accordance with the Finance Documents.

"Designated Website" has the meaning given to it in Clause 19.11(a) (Use of websites).

"Determination Date" has the meaning given to it in Clause 20.2 (Financial definitions).

"Discharged Rights and Obligations" has the meaning given to it in Clause 33.6(d)(i) (Procedure for transfer).

"Disruption Event" means either or both of:

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

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

(i) from performing its payment obligations under the Finance Documents; or

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


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

"Distribution Conditions" means, in respect of a distribution and the applicable Distribution Date, each of the following events:

(a) no mandatory prepayment or prepayment event under Clause 7 (Illegality, prepayment and cancellation) has occurred and is continuing on such Distribution Date;

(b) no Potential Event of Default or Event of Default has occurred and is continuing on such Distribution Date;

(d) the scheduled repayment instalment payable on the First Repayment Date has been paid in full;

(e) the Interest Payment payable on the First Repayment Date has been paid in full;

(f) no FM Event has occurred prior to and is continuing on such Distribution Date which would have the effect of reducing the Lessee Credit Support Amount in accordance with clause 15.2(g) (Force Majeure) of the LOA as a consequence of a Lessee Credit Support Provider making payments of:

(i) FM Event Dayrate (as defined in the LOA) to the Borrower; or

(ii) Project Delay Payments (as defined in the LOA) which have not been reimbursed by the Borrower to the Lessee in accordance with clause 15.5 (Prolonged Project Delay FM) of the LOA;

(g) on or prior to such Distribution Date, the Borrower has paid in full all amounts (if any) required to be paid pursuant and in accordance with Clause 7.9(b)(i) (Reduction of Lessee Credit Support) such that there is no Shortfall;

(h) Borrower has a Debt Service Coverage Ratio of at least [*****] for the Relevant DSCR Period immediately prior to such Distribution Date; and

(i) the Borrower is in compliance with Clause 28 (Project Accounts) and will continue to be in compliance immediately after such Distribution Date.

"Distribution Date" means the date of each proposed transfer to the Free Cash Account in accordance with Clause 28.5(b)(vii) (Earnings Account).

"Distribution Restriction Event" means, at any time, the failure to satisfy any of the Distribution Conditions and, additionally, in the case of any distribution in respect of the shareholding of GLNG, failure to maintain the GLNG Additional Covenant.

"Documentation Bank" means ABN AMRO Bank N.V.


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"DSRA Letter of Credit" means an irrevocable letter of credit issued by an Approved Issuer in favour of the Security Trustee on terms acceptable to the Lenders in an amount equal to the Debt Service Reserve for the purpose of enabling the Borrower to meet its obligations to fund the Debt Service Reserve Account and includes any other letter of credit that may replace it from time to time.

"Earnings" means, in relation to the Vessel and a person, all money at any time payable to that person for or in relation to the use of the Vessel, including the Capital Element of the LOA Dayrate but excluding the Operating Element, FM Event Dayrate, freight, hire and passage moneys, money payable to that person for the provision of services by or from the Vessel or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment.

"Earnings Account" means the Project Account designated as the "Earnings Account" under Clause 28 (Project Accounts).

"EBITDA" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Emissions Performance Standard" has the meaning given to that term in the LOA.

"Environmental Claims" means:

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

(b) any claim made by any other person relating to a Spill.

"Environmental Incident" means any Spill in circumstances where:

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

(b) the Vessel may be arrested or attached in connection with any such Environmental Claim.

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

"Environmental Licence" means any permit, licence, authorisation, consent or other approval required at any time by any relevant Environmental Law for the operation or the Borrower's business or in order for the Borrower to comply with its respective obligations under the Transaction Documents.


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"EPC Contract Documents" means the EPC Contracts and any guarantee or security given to any person for an EPC Contractor's obligations under any EPC Contract including the Parent Guarantees.

"EPC Contractors" means each of the following persons specified in Schedule 2 (Vessel Information):

(a) the Builder; and

(b) each entity in the B&V Consortium.

"EPC Contracts" means the conversion contracts specified in Schedule 2 (Vessel Information), consisting of:

(a) the Main Building Contract;

(b) the Sub-Contract; and

and each is an "EPC Contract".

"Equity (KIT)" has the meaning given to that term in Clause 20.7 (KIT Financial Covenants).

"Equity (KOM)" has the meaning given to that term in Clause 20.6 (KOM Financial Covenants).

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Event of Default" means any event or circumstance specified as such in Clause 31 (Events of Default).

"Existing Lender" has the meaning given to it in Clause 33.1 (Assignment and transfers by the Lenders).

"Extended Warranty Period" has the meaning given to that term in the Main Building Contract.

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Agent" includes any person who may be appointed as such under the Finance Documents.

"Facility Office" means:

(a) in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing on or before the date it becomes a Lender (or,


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following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

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

"Fallback Interest Period" means three (3) Months.

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee" means any amount payable by the Borrower under Clause 12 (Fees) (including under any Fee Letter referred to in that Clause).

"Fee Letter" means any letter or letters dated prior to or on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower, the Facility Agent and the Borrower or the Documentation Bank and the Borrower setting out any


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of the fees referred to in Clause 12 (Fees) and includes any agreement setting out any fees payable to a Finance Party under any other Finance Document.

"Feed Gas" has the meaning given to that term in the LOA.

"Final Acceptance" means the occurrence of the COD under and in accordance with the LOA.

"Final Acceptance Date" is date on which Final Acceptance occurs.

"Final Advance" means the Advance under the Facility in an amount of $70,000,000 to be funded on Final Acceptance.

"Final Repayment Date" means, subject to Clause 42.7 (Business Days), the earlier of

(a) 31 March 2030; and

(b) the date falling seven (7) years after the Final Acceptance Date,

provided that if such date is day which is not a Business Day, the Final Repayment Date will instead be the preceding Business Day.

"Finance Documents" means this Agreement, any Fee Letter, the Security Documents, the Quiet Enjoyment Agreement, the Step In Agreement, the FM Shortfall L/C Procurement Undertaking, any Hedging Agreements, and any other document designated as such by the Facility Agent and the Borrower.

"Finance Party" means the Facility Agent, the Security Trustee, any Mandated Lead Arranger, any Hedging Bank or any Lender (acting in each capacity referred to under this Agreement).

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable GAAP (or SFRS, as the case may be), be treated as a finance or capital lease (excluding, in relation to any member of the KCL Group and any Keppel Successor incorporated in Singapore, any liabilities arising due to application of SFRS (I) 16);

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under applicable GAAP (or SFRS, as the case may be));


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(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

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

(h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or are otherwise classified as borrowings under applicable GAAP (or SFRS, as the case may be);

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one (1) of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under applicable GAAP (or SFRS, as the case may be); and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

"Financial Year" means, in respect of each Obligor, the annual accounting period of such Obligor ending on or about the Accounting Reference Date in each year.

"First Currency" has the meaning given to it in Clause 15.1(a) (Currency indemnity).

"First Inspection" has the meaning given to it in Clause 24.8(c) (Inspection and notice of dry-docking).

"First Repayment Date" means, subject to Clause 42.7 (Business Days), the earlier of:

(a) the date falling six (6) months after the Final Acceptance Date; and

(b) 30 September 2023.

"Flag State" means the country specified in Schedule 2 (Vessel information), or such other state or territory as may be approved by the Lenders, at the request of the Borrower, as being the "Flag State" for the purposes of the Finance Documents.

"FLNG Facility" means a floating liquefaction natural gas facility.


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"FM Event" means, in respect of the Borrower and the Lessee, a force majeure event that affects, prevents or impedes the due performance of the Borrower and/or the Lessee of its respective obligations under the LOA, as further described in clause 15.1(a) (Force Majeure) of the LOA.

"FM Event Dayrate" has the meaning given to that term in the LOA.

"FM Shortfall" means, in the context of the potential termination of the LOA by the Lessee, the maximum anticipated shortfall owing to the Finance Parties under this Agreement following application of the assumed termination payment payable by the Lessee pursuant to clause 15.2(g) (Force Majeure) of the LOA, taking into account the Balance of the Debt Service Reserve Account.

"FM Shortfall L/C Procurement Undertaking" means a several undertaking provided by each Owner Credit Support Provider in favour of the Facility Agent, in a form acceptable to the Lenders, pursuant to which each Owner Credit Support Provider undertakes to notify the Facility Agent of the occurrence of an FM Event (if any) and to procure the issuance of a Letter of Credit by an Approved Issuer in an amount equal to its Relevant Payment Percentage of the FM Shortfall, if required in accordance with the terms of such undertaking.

"Free Cash Account" means the Account designated as a "Free Cash Account" under Clause 28 (Project Accounts).

"Free Liquid Assets (GLNG)" has the meaning given to it in Clause 20.4 (GLNG Financial Covenants).

"Free Liquid Assets (Golar MLP)" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph (a)(ii) of Clause 11.4 (Cost of funds).

"GAAP" means IFRS or, in respect of the GLNG Group or the Golar MLP Group, the generally accepted accounting principles in the United States of America or, in respect of the KIT Group or KCL Group, SFRS;

"General Assignment" means a first assignment of the Borrower's rights, title and interest in the proceeds of Insurances, the Earnings and Requisition Compensation to be executed by the Borrower in favour of the Security Trustee in the agreed form, subject to the relevant co-ordination arrangements pursuant to and in accordance with, in the case of the EPC Contractors, the Step In Agreement and, in the case of the Lessee, the Quiet Enjoyment Agreement.

"GLNG" means Golar LNG Limited.

"GLNG Additional Covenant" means, in respect of GLNG, a Net Debt (GLNG) to GLNG Consolidated Tangible Net Worth ratio of less than or equal to 2.5:1.0.


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"GLNG Consolidated Tangible Net Worth" has the meaning given to it in Clause 20.4 (GLNG Financial Covenants).

"GLNG Financial Covenants" means the financial covenants of GLNG described in Clause 20.4 (GLNG Financial Covenants).

"GLNG Group" has the meaning given to it in Clause 20.4 (GLNG Financial Covenants).

"Golar Payment Guarantee" means the full, on-demand irrevocable and unconditional payment guarantee dated on or around the date of this Agreement and executed by the Golar Payment Guarantor in favour of the Security Trustee (acting for and on behalf of the Finance Parties) to guarantee the performance of the Borrower under the Finance Documents, in respect of the Golar Payment Guarantor's Relevant Payment Percentage, in form and substance satisfactory to the Lenders.

"Golar Payment Guarantor" means GLNG.

"Golar MLP" means Golar LNG Partners LP.

"Golar MLP Drop Down" means the right of the Original Golar Shareholder to transfer of all or any of its shares in the Borrower to any Golar Successor in accordance with Clause 34.2 (Golar MLP Drop Down).

"Golar MLP Drop Down Conditions" means the conditions set out in Clause 34.4 (MLP Drop Down Conditions).

"Golar MLP Financial Covenants" means the financial covenants of Golar MLP described in Clause 20.5 (Golar MLP Financial Covenants).

"Golar MLP Group" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Golar Performance Guarantee" means the performance guarantee and indemnity dated on or around the date of this Agreement and executed by the Golar Performance Guarantor in favour of the Security Trustee (acting for and on behalf of the Finance Parties) to guarantee the performance of the Borrower and the Operator under the LOA and in relation to any Material Defect, in respect of the Golar Performance Guarantor's Relevant Payment Percentage, in form and substance satisfactory to the Lenders.

"Golar Performance Guarantor" means:

(a) the Original Golar Performance Guarantor; or

(b) following a Golar MLP Drop Down, the Original Golar Performance Guarantor and/or Golar MLP, as the case may be,

on a several basis for their proportionate share.


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"Golar Successor" means, following a Golar MLP Drop Down, an Approved Successor holding shares in the Original Golar Shareholder or the Borrower, as the case may be.

"GTA Development Plan" means the redacted unit development plan submitted jointly by BP Mauritania Investments Limited and BP Senegal Investments Limited.

"GTA Project" means an LNG export project for the first phase of development of the Unit Area [*****].

"Guarantee" means each of:

(a) the Payment Guarantees; and

(b) the Performance Guarantees.

"Guarantee Release Date" means, in relation to a Guarantor, the date on which it has been released from all of its liabilities under its Guarantee in accordance with the terms of that Guarantee being:

(a) in relation to a Payment Guarantee, the relevant Payment Guarantee Release Date; and

(b) in relation to a Performance Guarantee, the relevant Performance Guarantee Release Date.

"Guarantor" means each Payment Guarantor and each Performance Guarantor (or any of them).

"Hedging Agreement" means any agreement entered into or to be entered into between the Borrower and a Hedging Bank, comprising an 2002 ISDA Master Agreement and the Schedule thereto and any Confirmation thereunder in the agreed form.

"Hedging Bank" means:

(a) any Original Hedging Bank; and

(b) any entity which has become a Party as a Hedging Bank in accordance with Clause 33.9 (Accession of Hedging Banks).

"Hedging Bank Accession Undertaking" means an undertaking substantially in the form set out in Schedule 11 (Form of Hedging Bank Accession Undertaking).

"Hedging Contract Security" means a deed or other instrument executed or to be executed by the Borrower in favour of the Security Trustee in the agreed form conferring a Security Interest over any Hedging Agreements.


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"Hedging Exposure" means, as at any relevant date and in relation to any Hedging Bank, the aggregate of the amount certified by that Hedging Bank to the Facility Agent to be the net amount in dollars:

(a) in relation to all Hedging Agreements with that Hedging Bank that have been closed out on or prior to the relevant date, that is due and owing by the Borrower to that Hedging Bank in respect of such Hedging Agreements on the relevant date; and

(b) in relation to all Hedging Agreements with that Hedging Bank that are continuing on the relevant date, that would be payable by the Borrower to that Hedging Bank under (and calculated in accordance with) the early termination provisions of such Hedging Agreements as if an Early Termination Date (as defined in the relevant Hedging Agreement) had occurred on the relevant date in relation to all such continuing Hedging Agreements.

"Hedging Transaction" has, in relation to any Hedging Agreement, the meaning given to the term "Transaction" in that Hedging Agreement.

"Historic Screen Rate" means, in relation to the Loan or any Unpaid Sum, the most recent Screen Rate for dollars and for a period equal in length to the Interest Period of the Loan or relevant part of it or Unpaid Sum and which is as of a day which is no more than three (3) days before the Quotation Day.

"HMT" means Her Majesty's Treasury.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of IAS regulation 1606/2002.

"Incoming Hedging Bank" means a Hedging Bank that is not also a Mandated Lead Arranger.

"Increased Costs" has the meaning given to that term in paragraph (b) of Clause 14.1 (Increased costs).

"Indemnified Person" means:

(a) each Finance Party, each Receiver and any Delegate; and

(b) each Affiliate of a Finance Party.

"Indemnity Sum" has the meaning given to it in Clause 13.4(b) (Indemnities on after Tax basis).

"Indirect Tax" means any goods and service tax, consumption tax, value added or any tax of a similar nature.


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"Information" has the meaning given to that term in paragraph 18.8(f) of Clause 18.8.

"Information Memorandum" means the document dated 30 April 2019 and which, at the Borrower's request and on its behalf, was prepared in relation to this transaction and distributed by the Mandated Lead Arrangers before the date of this Agreement.

"Initial Project Budget" means a budget of Project Costs as at the date of this Agreement being an amount of $1,488,000,000, as shown in the Project Budget Statement.

"Initial Technical Report" means the technical report provided by the LTA to the Lenders prior to the date of the first Utilisation Request under the terms of the Agreed Scope of Work.

"Insurance Advisor" means BankServe Insurance Services or any other reputable insurance consultant familiar with the market with experience of assets of the same type as the Vessel, appointed by the Facility Agent on behalf of the Lenders, with approval of the Borrower (such approval not to be unreasonably withheld or delayed) to review the Insurances, the relevant Finance Documents and, if applicable, the Reinsurances and to report to the Finance Parties whether such Insurances and/or Reinsurances are in full force and effect and in accordance with the requirements under the relevant Finance Documents, the LOA and the EPC Contracts.

"Insurance Assignment" means a first priority assignment of the rights, title and interest in the proceeds of Insurances by each Obligor which is a named co-assured (as applicable) to be executed in favour of the Security Trustee in the agreed form, subject to the relevant coordination arrangements pursuant to and in accordance with the Step In Agreement.

"Insurance Notice" means a notice of assignment in the form scheduled to the General Assignment or in another approved form.

"Insurance Proceeds" means all proceeds of the Insurances (or any part thereof) and Reinsurances (or any part thereof) from time to time received by any Obligor or any Finance Party (other than Total Loss Proceeds, Liability Insurance Proceeds and Loss of Hire Insurance Proceeds).

"Insurance Proceeds Account" means the Project Account designated as an "Insurance Proceeds Account" under Clause 28 (Project Accounts).

"Insurances" means, in relation to the Vessel:

(a) all policies and contracts of insurance, including any delay in delivery and/or delay in start-up insurance; and

(b) all entries in a protection and indemnity or war risks or other mutual insurance association,


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

"Insurer" means any insurer which is from time to time party to any Reinsurances Security.

"Interbank Market" means the London interbank market.

"Interest Payable" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Interest Payment" has the meaning given to it in Clause 5.6(a) (Interest Payment Advances).

"Interest Payment Advance" means an Advance in respect of interest and/or commitment fees as permitted in accordance with and made pursuant to Clause 5.6(a) (Interest Payment Advances).

"Interest Payment Date" shall have the meaning given to it in Clause 9.2 (Payment of interest).

"Interest Period" means, in relation to the Loan (or any part of the Loan), each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

"Interest Receivable" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Inter-Governmental Co-operation Agreement" means the inter-governmental co-operation agreement entered into between the governments of the Islamic Republic of Mauritania and the Republic of Senegal dated 9 February 2018.

"Interpolated Historic Screen Rate" means, in relation to the Loan or any part of it or any Unpaid Sum, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or relevant part of it or Unpaid Sum; and

(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or relevant part of it or Unpaid Sum,

each for the currency of the Loan or relevant part of it or Unpaid Sum and each of which is as of a day which is no more than three (3) days before the Quotation Day for the relevant Interest Period.


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"Interpolated Screen Rate" means, in relation to LIBOR for an Interest Period with respect to the Loan or any part of it or any Unpaid Sum, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

each as of 11:00 a.m. on the relevant Quotation Day.

"ISM Code" has the meaning given to it in Clause 24.2 (Defined terms).

"ISPS Code" has the meaning given to it in Clause 24.2 (Defined terms).

"KCL" means Keppel Corporation Limited.

"KCL Group" means:

(a) KCL; and

(b) each of KCL's Subsidiaries for the time being and any other entity required to be treated as a Subsidiary in KCL's consolidated accounts in accordance with SFRS and/or any applicable law.

"Keppel Capital" means Keppel Capital Holdings Pte. Ltd.

"Keppel Fund" means a private infrastructure fund managed or sponsored by Keppel Capital or a wholly or majority owned Subsidiary of KCL.

"Keppel MLP Drop Down" means the transfer of all or any of the shares in the Original Keppel Shareholder held by Keppel Capital to a Keppel Successor or by a Keppel Successor to another Keppel Successor (if applicable) in accordance with Clause 34.3 (Keppel MLP Drop Down).

"Keppel Payment Guarantee" means the full, on-demand irrevocable and unconditional payment guarantee dated on or around the date of this Agreement and executed by the Keppel Payment Guarantor in favour of the Security Trustee (acting for and on behalf of the Finance Parties) to guarantee the performance of the Borrower under the Finance Documents, in respect of the Keppel Payment Guarantor's Relevant Payment Percentage, in form and substance satisfactory to the Lenders.

"Keppel Payment Guarantor" means KOM.

"Keppel Performance Guarantee" means the performance guarantee and indemnity dated on or around the date of this Agreement and executed by the Keppel Performance Guarantor in favour of the Security Trustee (acting for and on behalf of the Finance Parties) to guarantee the performance of the Borrower and the Operator


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under the LOA and in relation to any Material Defect, in respect of the Keppel Payment Guarantor's Relevant Payment Percentage, in form and substance satisfactory to the Lenders.

"Keppel Performance Guarantor" means:

(a) the Original Keppel Performance Guarantor; or

(b) following a Keppel MLP Drop Down, an Acceptable Replacement Guarantor.

"Keppel Successor" means, following a Keppel MLP Drop Down, each member of the KCL Group and the KIT Group, or a Keppel Fund, in each case, which is an Approved Successor holding shares in the Original Keppel Shareholder.

"KIT" means Keppel Infrastructure Trust.

"KIT Financial Covenants" means the financial covenants of KIT described in Clause 20.7 (KIT Financial Covenants).

"KIT Group" has the meaning given to it in Clause 20.7 (KIT Financial Covenants).

"KOM" means Keppel Offshore & Marine Ltd.

"KOM Financial Covenants" means the financial covenants of KOM described in Clause 20.6 (KOM Financial Covenants).

"Kosmos Lessee Credit Support" means the guarantee dated 27 September 2019 and provided by Kosmos Energy Ltd. as guarantor and BP Exploration Operating Company Limited as indemnitor in favour of BP Mauritania Investments Limited, BP Senegal Investments Limited and the Borrower of the Kosmos Obligors' obligations to the Lessee under the Underlying Documents which has been assigned to the Borrower pursuant to the Kosmos Lessee Credit Support.

"Kosmos Lessee Credit Support Provider" means Kosmos Energy Ltd., a company incorporated in the State of Delaware whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.

"Kosmos Obligors" means:

(a) Kosmos Energy Mauritania; and

(b) Kosmos Energy Investments Senegal Limited.

"Last Availability Date" means the earlier of:

(a) the date falling twenty-four (24) weeks after Final Acceptance; and

(b) 15 September 2023,

or such later date as may be approved by the Lenders.


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"Leasing Loans" has the meaning given to it in Clause 20.2 (Financial definitions).

"Legal Opinion" means any legal opinion delivered to the Facility Agent under Clause 4 (Conditions of Utilisation).

"Legal Reservations" means:

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

(b) the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

"Lender" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 33 (Changes to the Lenders),

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

"Lessee" means BP Mauritania Investments Limited, a company incorporated and organised under the laws of England and Wales having its registered office at Chertsey Road, Sunbury On Thames, Middlesex, United Kingdom, TW16 7BP, with a registered branch in Mauritania with registration number 94860/GU/15869.

"Lessee Credit Support" means the Lessee Credit Support (as defined in the LOA) in the form of:

(a) the BP Lessee Credit Support; and

(b) the Kosmos Lessee Credit Support.

"Lessee Credit Support Amount" means the aggregate amount of the Lessee Credit Support available to the Borrower as determined in accordance with clause 18.1(Lessee Credit Support) of the LOA;

"Lessee Credit Support Provider" means:

(a) the BP Lessee Credit Support Provider; and

(b) the Kosmos Lessee Credit Support Provider.


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"Lessee Credit Support Reduction" means a reduction of the Lessee Credit Support Amount.

"Lessee Purchase Option" means the purchase option in respect of the Vessel granted to the Lessee and exercisable in accordance with clause 3.6 (Quiet Enjoyment) and 5 (FLNG Facility Purchase and Purchase Price) of the Quiet Enjoyment Agreement.

"Lessee Purchase Option Price" means the amounts to be paid by the Lessee to the Security Trustee and/or the Borrower pursuant to clause 5 (FLNG Facility Purchase and Purchase Price) of the Quiet Enjoyment Agreement.

"Letter of Credit" means an irrevocable letter of credit issued by an Approved Issuer in favour of the Security Trustee on terms acceptable to the Lenders and includes any other letter of credit that may replace it from time to time.

"Liability Insurance Proceeds" means the proceeds of the Insurances received in respect of protection and indemnity risks and/or any third party liability placements.

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

(a) the applicable Screen Rate as of 11:00 a.m. on the relevant Quotation Day for a period equal in length to the Interest Period of the Loan or relevant part of it or Unpaid Sum; or

(b) as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"LNG" means liquified natural gas.

"LNG Specification" has the meaning given to that term in the LOA.

"LOA" means the lease and operate agreement dated 26 February 2019 and entered into between the Borrower and the Lessee in respect of the FLNG Facility, the details of which are provided in Schedule 2 (Vessel Information).

"LOA Dayrate" has the meaning given to the term "Dayrate" in the LOA.

"LOA Documents" means the LOA, any documents supplementing it and any guarantee or security given by any person for the Lessee's obligations under it, including the BP Lessee Credit Support and the Kosmos Lessee Credit Support.

"LOA Liquidated Damages" means all liquidated damages payable by the Lessee to the Borrower under the terms of the LOA whether by way of Standby Dayrate, Project Delay Payment, Bullet Payment or otherwise.

"LOA Reimbursement Period" means the 12-month period commencing on Final Acceptance and each successive 12-month period until the date falling 3 years after Final Acceptance.


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"LOA Termination Payment" means any amount payable to the Borrower by the Lessee upon termination of the LOA by the Lessee.

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

"Loss of Hire Insurance Proceeds" means the proceeds of the Insurances received in respect of loss of hire (if such Insurances are entered into in respect of the Vessel).

"Loss Payable Clauses" means the provisions concerning payment of claims under the Insurances in the form scheduled to the General Assignment and the Insurance Assignment or in another approved form.

"Losses" means any costs, expenses, payments, charges, losses, liabilities, penalties, fines, damages, judgments, orders or other sanctions.

"LTA" means Crondall Energy Consultants Pte. Ltd. or any other technical consultant with experience of assets of the same type as the Vessel appointed by the Facility Agent on behalf of the Lenders with the approval of the Borrower (such consent not to be unreasonably withheld or delayed).

"Main Building Contract" means the amended and restated engineering, procurement, construction, installation and commissioning contract specified in Schedule 2 (Vessel Information) between the Builder and the Borrower dated 13 December 2018 for the repair, modification and conversion of the Vessel into the FLNG Facility.

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

"Major Casualty Amount" means the amount specified as such in Schedule 2 (Vessel Information) or the equivalent in any other currency.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate 66⅔ per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to that reduction).

"Margin" means at all times:

(a) prior to Final Acceptance, [*****] (the "Pre-COD Margin"); and

(b) following Final Acceptance, [*****].

"Maritime Labour Convention" means the Maritime Labour Convention adopted by the International Labour Conference at its 94th (Maritime) Session, as amended (MLC, 2006).


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

(a) the business, operations, property, condition (financial or otherwise) or (in relation to the Borrower) performance under the LOA of the Borrower or the Operator or the Original Vessel Manager; or

(b) the ability of an Obligor to perform its obligations under the Finance Documents to which it is a party; or

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

"Material Defect" means, during the twelve (12) month period commencing on Final Acceptance, those defects of the Vessel which would:

(a) result in a failure to achieve a minimum of eighty-five per cent. (85%) Base Capacity taken on average for the last six (6) months of the twelve (12) month period following Final Acceptance; or

(b) failure of all four (4) trains to achieve an average of at least the Base Capacity over a continuous period of at least seventy-two (72) hours during the twelve (12) months following Final Acceptance; or

(c) failure to achieve eighty-five per cent. (85%) compliance (on an individual average basis) for the last six (6) months of the twelve (12) month period, with the following performance standards, following Final Acceptance:

(i) feed gas usage;

(ii) LNG delivery;

(iii) LNG specification;

(iv) emissions; or

(d) give rise to a right of the Lessee to terminate the LOA,

provided that (i) if a Material Defect pursuant to points (a)-(c) above has been found to inhibit the performance of the Vessel, the release condition would be re-tested (and fulfilled, if the result was positive) by reference to the relevant performance standard(s) referred to above during the one (1) month period following the day on which such Material Defect has been fixed and the LTA has confirmed that this is a sustainable solution, or (ii) if a Material Defect pursuant to paragraph (d) above has been found to exist, the release condition would be fulfilled on the day the Lessee has confirmed to the Borrower that they will not terminate the LOA by reason of such Material Defect.


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"Mauritania Joint Operating Agreement" means the amended and restated joint operating agreement in respect of Block C8 dated 1 December 2014 to which Kosmos Energy Mauritania, BP Mauritania Investments Limited and La Société Mauritanienne de Hydrocarbures et de Patrimoine Minier, as amended from time to time.

"Minimum Value" means, at any time, the amount in dollars which is at that time one hundred and twenty-five per cent. (125%) of the aggregate of the Loan at that time.

"MLP Drop Down" means:

(a) the Golar MLP Drop Down; or

(b) the Keppel MLP Drop Down,

as the case may be.

"MLP Drop Down Conditions" means the conditions described in Clause 34.4 (MLP Drop Down Conditions).

"MLP Drop Down Effective Date" means, in respect of an MLP Drop Down, the date on which the MLP Drop Down Conditions have been satisfied.

"MLP Drop Down Legal Opinion" means, in relation to an MLP Drop Down, a legal opinion issued by legal counsel acceptable to the Lenders and addressed to the Facility Agent confirming:

(a) the validity and enforceability of each Replacement Guarantee and Replacement Share Security; and

(b) to the extent required by the Facility Agent, certain relevant existing Security Documents identified by the Facility Agent (acting reasonably) remain in full force and effect.

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in the calendar month in which that period is to end (if there is one) or on the immediately preceding Business Day (if there is not);

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.


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"Monthly Date" means, subject to Clause 42.7 (Business Days), the date falling one (1) month after the Final Acceptance Date and each of the dates falling at monthly intervals after such date prior to the Final Repayment Date.

"Mortgage" means a first priority mortgage of the Vessel in the agreed form to be executed by the Borrower in favour of the Security Trustee.

"Mortgage Period" means the period from the date on or prior to the first Utilisation Date upon which the Mortgage is executed and registered until the date such Mortgage is released and discharged or, if earlier, the Total Loss Date.

"Net Asset" has the meaning given to it in Clause 20.6 (KOM Financial Covenants).

"Net Debt (GLNG)" means, on a consolidated basis, an amount equal to Financial Indebtedness (but excluding any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price) minus Free Liquid Assets (GLNG) and any cash deposits restricted under the terms of such Financial Indebtedness, as evidenced by the consolidated balance sheet for the GLNG Group from time to time.

"Net Debt (Golar MLP)" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Net Debt (KIT)" has the meaning given to it in Clause 20.7 (KIT Financial Covenants).

"Net Debt (KOM)" has the meaning given to it in Clause 20.6 (KOM Financial Covenants).

"New Lender" has the meaning given to that term in Clause 33 (Changes to the Lenders).

"Normal Dayrate" has the meaning given to that term in the LOA.

"Obligors" means each of the Borrower, the Operator, the Original Vessel Manager, the Supervisor, the Shareholders and each Guarantor, only if and to the extent that Guarantor has any liability under its respective Guarantee, and always provided that any reference to an "Obligor" in this Agreement will not apply to a person prior to it becoming an Obligor or after it has ceased to be an Obligor in each case in accordance with this Agreement and the other Finance Documents and "Obligor" means any one of them.

"OFAC" means the Office of Foreign Assets Control of the US Department of Treasury.

"Operating Element" has the meaning given to it in Clause 20.3 (Borrower Financial Covenants).

"Operating Expenses" means all operating expenses, taxes, capital expenditure, payments under the Project Documents (other than the Shareholder Loan


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Agreements), employee costs, insurance premiums and similar amounts payable by the Operator.

"Operating Period" means the period on and from the Scheduled Commissioning Start Date until the date on which all amounts owing to the Finance Parties under this Agreement have been paid in full by or on behalf of the Borrower.

"Operating Period Hedging Requirement" has the meaning given to it in Clause 30.2(a)(ii) (Hedging).

"Operating Services Agreement" means the operating services agreement to be entered into by the Operator and the Vessel Manager relating to the provision of operating management services by the Vessel Manager for the Vessel.

"Operator" means Golar MS Operator S.A.R.L., a Mauritania-incorporated company which is a wholly-owned Subsidiary of the Borrower.

"Operator Account" means the Account designated as an "Operator Account" under Clause 28 (Project Accounts).

"Operator Share Security Agreement" means the share charge constituting a first Security Interest to be executed by the Borrower in favour of the Security Trustee, in the agreed form, in respect of all of the shares in the Operator.

"Operator's Undertaking" means an undertaking by the Operator or any other operator of the Vessel issued to the Security Trustee in the agreed form pursuant to Clause 23.4 (Operator, Supervisor and Vessel Manager).

"Original Financial Statements" means in relation to each of GLNG, Golar MLP, KOM and KIT, the consolidated audited financial statements of that Guarantor for its Financial Year ended being 31 December 2018.

"Original Golar Performance Guarantor" means GLNG.

"Original Golar Shareholder" means Gimi Holding Company Limited, a limited company formed under the laws of Bermuda.

"Original Jurisdiction" means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor.

"Original Keppel Performance Guarantor" means KOM.

"Original Keppel Shareholder" means First FLNG Holdings Pte. Ltd.

"Original Obligor" means each party to this Agreement and the Original Security Documents (other than a Finance Party, Insurer or the Lessee).

"Original Owner Credit Support Providers" means GLNG and KOM.


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"Original Security Documents" means:

(a) each Payment Guarantee;

(b) each Performance Guarantee;

(d) the Mortgage;

(e) the Insurance Assignment;

(f) any Reinsurances Security (if applicable);

(g) the General Assignment;

(h) each Share Security Agreement;

(i) the Account Security;

(j) the Hedging Contract Security;

(k) the Subordination Deed;

(l) the Operator's Undertaking;

(m) the Supervisor's Undertaking; and

(n) each Vessel Manager's Undertaking.

"Original Shareholders" means the Original Golar Shareholder and the Original Keppel Shareholder.

"Original Vessel Manager" means Golar Management Ltd., a company incorporated in England and Wales with company number 04396172, having its registered office as of the date of this Agreement at 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1 E6SQ, appointed as vessel manager by the Operator in accordance with the Operating Services Agreement.

"Owner Credit Support" means the credit support provided by the Owner Credit Support Providers in favour of the Lessee in respect of the performance of the Borrower in its capacity as "Owner" under the LOA, as described in clause 18.2 (Owner Credit Support) of the LOA.

"Owner Credit Support Provider" means each person providing Owner Credit Support which, at the date of this Agreement is the Original Owner Credit Support Providers.

[*****]

"Paper Form Lender" has the meaning given to it in Clause 19.11(b) (Use of websites).


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"Parent Guarantee" means each guarantee provided pursuant to the terms of the EPC Contracts in support of the obligations of an EPC Contractor under the EPC Contracts.

"Parent Guarantor" means each of the parent guarantors that provides a Parent Guarantee.

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

"Party" means a party to this Agreement.

"Payment Guarantee" means each of:

(a) the Golar Payment Guarantee; and

(b) the Keppel Payment Guarantee.

"Payment Guarantee Release Date" means has the meaning given to it in Clause 22.16 (Final Acceptance documents).

"Payment Guarantor" means each of:

(a) the Golar Payment Guarantor; and

(b) the Keppel Payment Guarantor.

"Performance Guarantee" means each of:

(a) the Golar Performance Guarantee; and

(b) the Keppel Performance Guarantee.

"Performance Guarantee Release Conditions" means:

(a) an updated Technical Report verifying that any Material Defect has been remedied in accordance with paragraph (b) below; and

(b) if the Vessel suffers a Material Defect in the period from and including Final Acceptance to and including the date falling twelve (12) Months after Final Acceptance, either (i) in relation to the circumstances set out in paragraphs (a), (b) or (c) of the definition of Material Defect, such Material Defect has been remedied and the LTA has confirmed that such remedy is sustainable, or (ii) in relation to the circumstances set out in paragraph (d) of the definition of Material Defect, the Lessee has confirmed to the Borrower in writing that it will not terminate the LOA by reason of such Material Defect; or

(c) if the Vessel does not suffer a Material Defect in the period from and including Final Acceptance to and including the date falling twelve (12)


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Months after Final Acceptance, the date falling twelve (12) Months after Final Acceptance.

"Performance Guarantee Release Date" means, in relation to each Performance Guarantee, the date on which the Performance Guarantee Release Conditions have been satisfied.

"Performance Guarantor" means each of:

(a) the Golar Performance Guarantor; and

(b) the Keppel Performance Guarantor.

"Permitted Amendments" means any amendment, supplement or other change in the terms of a Project Document which are purely technical in nature and which would not adversely affect the rights or interests of the Finance Parties under the Finance Documents.

"Permitted Financial Indebtedness" means any:

(a) Financial Indebtedness incurred under, or as expressly permitted by, the Finance Documents;

(b) Financial Indebtedness in the form of Shareholder Loans;

(c) Financial Indebtedness incurred in respect of any trade and/or sundry creditors which is not exceeding ninety (90) days; and

(d) Financial Indebtedness under finance or capital leases of vehicles, plant, machinery equipment or computers provided that the aggregate capital value of all such items so leased by the Borrower under outstanding leases does not exceed $250,000 at any time.

"Permitted Location" means the Site or any location required under the LOA Documents as the Facility Agent may approve.

"Permitted Maritime Liens" means, in relation to the Vessel:

(a) unless a Potential Event of Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Vessel for an amount not exceeding the Major Casualty Amount;

(b) any lien on the Vessel for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

(d) maritime liens and liens arising in the ordinary course of business by operation of law and securing obligations not more than thirty (30) days overdue; and


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(e) prior to Redelivery, and subject to the Step In Agreement, any liens of the EPC Contractors.

"Permitted Security Interests" means, in relation to the Vessel, any Security Interest over it which is:

(a) granted by the Finance Documents; or

(b) a Permitted Maritime Lien; or

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

"Potential Event of Default" means an Event of Default or any event or circumstance specified in Clause 31 (Events of Default) which would (with the expiry of a grace period, the giving of notice, or any combination of any of the foregoing) be an Event of Default.

"Potential LOA Termination Shortfall" means, in the context of the potential termination of the LOA by the Borrower, the maximum anticipated shortfall owing to the Finance Parties under this Agreement following application of the assumed termination payment payable by the Lessee pursuant to clause 23.8(b) (Consequences of Termination) of the LOA, taking into account the Balance of the Debt Service Reserve Account.

"Pre-COD Margin" has the meaning given to that term in the definition of Margin.

"Preliminary Agreement" means the agreement dated 6 October 2017 between GLNG, BP Senegal Investments Limited and the Lessee setting out the obligations and options regarding two floating LNG facilities for the Greater Tortue/Ahmeyim Field ("GTA") offshore Mauritania and Senegal, as amended from time to time.

"Principal Hedging Banks" means any Hedging Bank that is also a Mandated Lead Arranger.

"Production Bank Account" means the Project Account designated as a "Production Bank Account" under Clause 28 (Project Accounts).

"Production Bank Excess" means, in respect of a given calendar month, the difference (if positive) between:

(a) all Capital Element received by the Borrower during that month;

minus

(b) $219,000,000 divided by twelve (12).


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"Prohibited Payment" has the meaning given to such term in applicable Anti-Money Laundering Laws and Anti-Corruption Laws. "Project" means:

(a) the conversion of the Vessel into an FLNG Facility at the Conversion Yard; and

(b) the deployment of the FLNG Facility in accordance with the LOA.

"Project Accounts" means each of following accounts:

(a) the Earnings Account;

(b) the Insurance Proceeds Account;

(d) the Debt Service Reserve Account; and

(e) the Production Bank Account.

"Project Authorisation" means all licences, permits, wayleaves, approvals, filings, registrations, exemptions, authorisations and consents (other than Environmental Licences) necessary to be obtained by the Borrower, the Supervisor and/or the Vessel Managers in connection with the Transaction Documents, the Project and all activities related to the Project to be carried out by the Borrower, the Supervisor and/or the Vessel Managers.

"Project Budget Statement" means the statement of projected Total Project Costs prepared by the Borrower and verified by the LTA which has been provided to the Finance Parties on or around the date of this Agreement, in the agreed form as amended and updated from time to time in accordance with this Agreement.

"Project Costs" means all fees, costs and expenses incurred directly or indirectly by the Borrower or Operator under or in connection with Project Documents and the Finance Documents including, without limitation, the cost of the acquisition of the Vessel, the value of the EPC Contracts and costs incurred in respect of the Vessel regarding transit, insurances, permits, operation preparations, project management, installation, commissioning and other miscellaneous project costs, from time to time certified by the LTA upon request of the Facility Agent.

"Project Delay Payment" has the meaning given to that term in the LOA.

"Project Documents" means the Preliminary Agreement, the Shareholder Agreement, the EPC Contract Documents, the LOA Documents, the Project Management and Services Agreement, the Operating Services Agreement and any other document designated as such by the Facility Agent and the Borrower.

"Project Management and Services Agreement" means the project management and services agreement to be entered into by the Borrower and the Supervisor relating to the management by the Supervisor of the conversion of the Vessel into an FLNG Facility, the installation and commissioning of the FLNG Facility, and other services.


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"Project Schedule" is as defined in the LOA.

"Quarter" means, subject to Clause 42.7 (Business Days), each consecutive period of three (3) months commencing on the first Utilisation Date.

"Quarter Date" means the date falling five (5) Business Days prior to the first day of each Quarter.

"Quarterly DSCR Test Date" means each Determination Date in accordance with Clause 20.8 (Financial testing).

"Quarterly Repayment Date" means the First Repayment Date and each date falling at three (3) monthly intervals thereafter for 26 successive quarters;

"Quiet Enjoyment Agreement" means the quiet enjoyment agreement entered into or, as the case may be, to be entered into between the Security Trustee, the Borrower as owner, the Operator and the Lessee.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice in the Interbank Market differs, in which case the Quotation Day shall be determined by the Facility Agent in accordance with market practice in the Interbank Market (and if quotations would normally be given on more than one (1) day, the Quotation Day will be the last of those days).

"Receivables" means:

(a) all Sales Proceeds;

(b) all LOA Liquidated Damages;

(d) all Total Loss Proceeds;

(e) all amounts which are received or receivable by the Borrower (or the Security Trustee as assignee) under the EPC Contract Documents;

(f) the Lessee Purchase Option Price; and

(g) Tax refunds and other taxes applicable to the Project.

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property appointed under any Security Document.

"Recovered Amount" has the meaning given to it in Clause 41.1 (Payments to Finance Parties).

"Recoveries" has the meaning given to it in Clause 38.1 (Order of application).


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"Recovering Finance Party" has the meaning given to it in Clause 41.1 (Payments to Finance Parties).

"Redelivery" means the re-delivery to and acceptance by the Borrower of the Vessel as an FLNG Facility under the terms of the Main Building Contract."Redelivery Date" means the date on which Redelivery occurs.

"Redistributed Amount" has the meaning given to it in Clause 41.4 (Reversal of redistribution).

"Reduction Date" means each date on which there is a Lessee Credit Support Reduction.

"Reduction Remedy Period" means, in respect of a Reduction Date, the period commencing on and from that Reduction Date to and including the applicable Correction Date.

"Reference Bank Quotation" means any quotation supplied to the Facility Agent by a Reference Bank.

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

(a) (other than where paragraph (b) below applies)] as the rate at which the relevant Reference Bank could borrow funds in the Interbank Market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

"Reference Banks" means, in relation to LIBOR, the principal London offices of ABN AMRO Bank N.V., ING Bank N.V. and Natixis or such other entities as may be appointed by the Facility Agent in consultation with the Borrower.

"Registry" means such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the Vessel, the Borrower's title to the Vessel and the Mortgage under the laws of its Flag State, the Borrower's title to such Vessel and the relevant Mortgage under the laws of its Flag State.

"Reinsurances" means any and all policies and contracts of reinsurance which are from time to time in place or taken out or entered into by or / for the benefit of the insurers in relation to any of the Insurances or any renewals or substitutions therefore.

"Reinsurances Security" means any first priority Security Interest over Insurance Proceeds (in respect of the Reinsurances and all benefits thereof including claims of


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whatsoever nature and return of premiums) executed by the Insurer(s) in favour of the Security Trustee in the agreed form.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Borrower Shareholding Percentage" means:

(a) in respect of the Original Golar Shareholder, seventy per cent. (70%); and

(b) in respect of the Original Keppel Shareholder, thirty per cent. (30%).

"Relevant DSCR Period" means the preceding three (3) months leading up to and including the Quarterly DSCR Test Date.

"Relevant Hedging Amount" means, in respect of a Hedging Bank, an amount pro rata to its Commitments under the Facility in its capacity as a Lender and, in respect of a Principal Hedging Bank, 1/3 of the aggregate Commitments of the Mandated Lead Arrangers under the Facility.

"Relevant Hedging Requirement" means:

(a) in respect of the Conversion Period, the Conversion Period Hedging Requirement; and

(b) in respect of the Operating Period, the Operating Period Hedging Requirement.

"Relevant Jurisdiction" means, in relation to an Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any Charged Property owned by it is situated;

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

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Relevant Payment Percentage" means:

(a) in respect of the Golar Payment Guarantor and the Golar Performance Guarantor, seventy per cent. (70%) (or in the case there is more than one Golar


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Performance Guarantor, an aggregate of seventy per cent. (70%)), as may be reduced as a result of a corresponding increase in the Relevant Payment Percentage of the Keppel Payment Guarantor or the Keppel Performance Guarantor, as the case may be, provided that at all times the aggregate Relevant Payment Percentage of the Payment Guarantors and the Performance Guarantors shall, in each case, be one hundred per cent. (100%);

(b) in respect of the Keppel Payment Guarantor and the Keppel Performance Guarantor, at least thirty per cent. (30%) (or in the case there is more than one Keppel Performance Guarantor, an aggregate of thirty per cent. (30%)), which amount shall automatically increase to correspond with any increase in the proportion of shares held by the Original Keppel Shareholder in the Borrower;

(c) in respect of each Owner Credit Support Provider, an amount equivalent to its pro rata share under each Owner Credit Support issued under the LOA;

(d) in respect of the BP Lessee Credit Support Provider, [*****]; and

(e) in respect of the Kosmos Lessee Credit Support Provider, [*****].

"Relevant Period" has the meaning given to it in Clause 20.2 (Financial definitions).

"Repayment Date" means:

(a) the First Repayment Date;

(b) each Quarterly Repayment Date (other than the First Repayment Date and the Final Repayment Date); and

"Repeating Representations" means each of the representations set out in Clauses 18.2 (Status) to 18.8 (Information) (inclusive), 18.10 (Pari passu ranking), 18.11 (Ranking and effectiveness of security) and 18.17 (No Potential Event of Default).

"Replacement Benchmark" means a benchmark rate which is:

(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;


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(b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

"Replacement Guarantee" means, in respect of an MLP Drop Down, a guarantee provided by an Acceptable Replacement Guarantor to the Facility Agent on terms and conditions at least equivalent to:

(a) in respect of a Golar MLP Drop Down, the Golar Performance Guarantee;

(b) in respect of a Keppel MLP Drop Down that occurs before Final Acceptance, the Keppel Payment Guarantee; and

(c) in respect of a Keppel MLP Drop Down that occurs on or after Final Acceptance, but before the Performance Guarantee Release Date, the Keppel Performance Guarantee.

"Replacement Share Security" means, in relation to each Successor following an MLP Drop Down, a share pledge between that Successor and the Security Trustee pursuant to which that Successor grants first priority security over all the shares it acquires in the Borrower (if appropriate).

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition Compensation" means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Vessel.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Restricted Party" means a person that is:

(a) listed on, or owned or controlled by a person listed on any Sanctions List;

(b) not a natural person and is located or resident in, incorporated or organised under the laws of, or owned or (directly or indirectly) controlled by a person located in, organized under the laws of or acting on behalf of a government of a country or territory that is the target of country-wide or territory-wide Sanctions (including at the date of this Agreement, Cuba, Iran, North Korea, Syria and Sudan); or

(c) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by Sanctions from engaging in trade, business or other activities).


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"Sailaway" means, following Redelivery, the departure of the Vessel from anchorage in Singapore to the Site.

"Saint Louis Offshore Profond Block Owners" means the persons who hold a participating interest in the Senegal Joint Operating Agreement from time to time.

"Sale Proceeds" means, in respect of the Vessel, the total proceeds of any sale of the Vessel by the Borrower after the date of this Agreement, including the Lessee Purchase Option Price received by the Borrower (or the Security Trustee) or on its behalf and, if the Vessel is sold in a currency other than dollars, the sales proceeds shall be the amount of dollars which the Borrower is able to purchase with the other currency at a market rate of exchange on the day of receipt of such other currency.

"Sanctioned Country" means any country or territory or government which is the subject to country-wide or territory-wide Sanctions, which as at the date hereof is the Islamic Republic of Iran, the Democratic People’s Republic of Korea, Crimea, Cuba, the Syrian Arab Republic and the Republic of Sudan.

"Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(a) the United States;

(b) the Security Counsel of the United Nations;

(d) the European Union (or any of its current member states);

(e) the United Kingdom;

(f) any country in which any Obligor is resident, incorporated or has a place of business; or

(g) the governments and official institutions and agencies of any of paragraphs (a) to (f) above, including, without limitation, OFAC, the United States Department of State and HMT (together, the "Sanctions Authorities").

"Sanctions Authority" has the meaning given to that term in the definition of Sanctions.

"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, any Sanctions Authority, each as amended, supplemented or substituted from time to time.

"Scheduled Commissioning Start Date" has the meaning given to that term in the LOA.


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"Screen Rate" means 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 and the relevant period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement 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 Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower and the Lenders.

"Screen Rate Replacement Event" means, in relation to a Screen Rate:

(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

(b)

(i)

(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or


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(c) the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(ii) that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than thirty (30) days; or

(d) in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Second Currency" has the meaning given to it in Clause 15.1(a) (Currency indemnity).

"Secured Obligations" means all indebtedness and obligations at any time of any Obligor to any Finance Party (whether for its own account or as agent or trustee for itself and/or other Finance Parties) under, or related to, the Finance Documents.

"Secured Property" means:

(a) the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Finance Parties and all proceeds of that Transaction Security;

(b) all obligations expressed to be undertaken by any Obligor to pay amounts in respect of the Secured Obligations to the Security Trustee as trustee for the Finance Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor in favour of the Security Trustee as trustee for the Finance Parties; and

(c) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Finance Parties.

"Security Assignment" means an assignment of the Borrower's rights, title and interest in the Project Documents (other than the Shareholder Agreement) to which the Borrower is a party, to be executed by the Borrower in favour of the Security Trustee in the agreed form.

"Security Documents" means:

(a) the Original Security Documents; and


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(b) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

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

"Security Trustee" includes any person as may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointed under Clause 36.7 (Additional trustees).

"Security Value" means, at any time until the Vessel (as applicable) has become a Total Loss, the amount in dollars which, at that time, is the aggregate of (a) the value of the Vessel (or, if less, the maximum amount capable of being secured by the Mortgage) and (b) the value of any additional security then held by the Security Trustee provided under Clause 26 (Minimum security value), in each case as most recently determined in accordance with this Agreement.

"Selection Notice" means a notice substantially in the form set out in Schedule 5 (Selection Notice) given in accordance with Clause 10 (Interest Periods).

"Senegal Joint Operating Agreement" means the joint operating agreement in respect of Saint Louis Offshore Profond Block dated 26 September 2012 between Kosmos Energy Investments Senegal Limited, BP Senegal Investments Limited and La Société des Pétroles Sénégal, as amended from time to time.

"SFRS" means the Singapore Financial Reporting Standards.

"SFRS (I) 16" means Singapore Financial Reporting Standard (International) 16 Leases.

"Share Capital" means, with respect to the Borrower and the Operator, any and all capital stock of any class, shares of any class, interests, quotas, participations or ownership interests or rights in or other equivalents of any kind (however designated, whether voting or nonvoting, ordinary or preferred) in the equity or capital of the Borrower or the Operator (as applicable), now or hereafter outstanding, and any and all rights, warrants, options, subscription bonus or other rights to purchase, subscribe for or acquire title to any of the foregoing.

"Share Security Agreement" means each of the Borrower Share Security Agreement and the Operator Share Security Agreement.

"Shareholder Agreement" means the shareholder agreement entitled the "Shareholders' Deed" between the Original Shareholders and the Borrower dated 16 April 2019 governing the rights and obligations of the Shareholders in relation to their respective shareholdings in the Borrower.

"Shareholder Contribution" means a subscription by the Shareholders for shares in the Share Capital of the Borrower.


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"Shareholder Funding" means the amount of Total Project Costs which have been paid directly by the Shareholders or any of their Affiliates (excluding the Borrower and the Operator) or indirectly by the Shareholders or any of their Affiliates (excluding the Borrower and the Operator) by way of Shareholder Contribution or Shareholder Loan.

"Shareholder Loan Agreement" means any shareholder loan agreement made or to be made between a Shareholder and the Borrower for the provision of a Shareholder Loan.

"Shareholder Loans" means an unsecured loan made by a Shareholder to the Borrower pursuant to a Shareholder Loan Agreement, in each case that is subordinated to the Secured Obligations pursuant to the Subordination Deed.

"Shareholders" means the Original Shareholders and each other person who from time to time owns any share in the capital of the Borrower.

"Sharing Finance Parties" has the meaning given to it in Clause 41.2 (Redistribution of payments).

"Sharing Payment" has the meaning given to it in Clause 41.1(c) (Payments to Finance Parties).

"Shortfall" means, at any time, such part of the Loan (if any) which exceeds the Lessee Credit Support Amount at that time.

"SIAC Rules" has the meaning given to it in Clause 53(a) (Arbitration).

"Site" means the location of the LNG Hub Facilities (as defined in the LOA), located in approximately 33 metres water depth and 10 km from the shoreline, at a distance of 177 km from Dakar and 222 km from Port of Nouakchott.

"Specifications" means the specifications of the Vessel as described in schedule 2 (Technical Specification) of the LOA.

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

"Sponsors" means GLNG and Keppel Capital.

"Standby Dayrate" has the meaning given to that term in the LOA.

"Start Date" has the meaning given to it in Clause 12.1(a) (Commitment fee) of this Agreement.

"Step In Agreement" means the step in agreement entered into or, as the case may be, to be entered into between the EPC Contractors, the Borrower as buyer, the Lessee and the Security Trustee.


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"Sub-Contract" means the amended and restated agreement for topsides design, engineering, procurement and commissioning works between the Builder and the B&V Consortium dated 13 December 2018.

"Subordination Deed" means any deed of subordination in the agreed form executed or, as the context may require, to be executed by the Shareholders in favour of the Security Trustee in relation to the assignment of each Shareholder's rights, title and interest in the Shareholder Loan Agreements to which it is a party and the subordination of the Shareholder Loan Agreements to which it is a party to the rights of the Lenders under this Agreement.

"Subsidiary" of a person means any other person:

(a) directly or indirectly controlled by such person; or

(b) of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than 50 per cent

and a person is a "wholly-owned Subsidiary" of another person if it has no members except that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf of that other person or its wholly-owned Subsidiaries.

"Substantial Cost Overrun" means an increase to the Initial Project Budget in excess of [*****] as a result of Cost Overruns.

"Successor" means:

(a) in respect of a Golar MLP Drop Down, each Golar Successor; and

(b) in respect of a Keppel MLP Drop Down, each Keppel Successor,

in each case appointed in accordance with Clause 34.4 (MLP Drop Down Conditions).

"Sum" has the meaning given to it in Clause 15.1(a) (Currency indemnity).

"Supervisor" means Golar Management Ltd., a company incorporated in England and Wales with company number 04396172, having its registered office as of the date of this Agreement at 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1 E6SQ, appointed as project manager by the Borrower in accordance with the Project Management and Services Agreement, or any other entity appointed by the Borrower in such capacity that is acceptable to the Lenders.

"Supervisor's Undertaking" means an undertaking by the Supervisor or any other supervisor of the Vessel during the Conversion Period issued to the Security Trustee in the agreed form pursuant to Clause 23.4 (Borrower, Operator, Supervisor and Vessel Manager).

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


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"Technical Bank" means Clifford Capital Pte. Ltd.

"Technical Report" means the Initial Technical Report and each subsequent report provided by the LTA to the Lenders in accordance with this Agreement and under the terms of the Agreed Scope of Work.

"Termination Date" means the earliest to occur of:

(a) the Total Loss Date;

(b) the date stipulated by the Facility Agent in any notice issued pursuant to Clause 31.29 (Acceleration) or, where such notice declares the Loan to be repayable on demand, the date of that notice;

(c) the date on which the Total Commitments are reduced to zero pursuant to Clause 7.5 (Right of cancellation and prepayment in relation to a single Lender);

(d) the date on which the Borrower is required to make prepayment of the Loan pursuant to Clause 7 (Illegality, prepayment and cancellation); or

(e) any other date on which the Borrower is obliged to prepay the Loan (or any part thereof) pursuant to the provisions of this Agreement (other than with respect to Clauses 7.1 (Illegality), 7.4 (Voluntary Prepayment) and 7.5 (Right of cancellation and prepayment in relation to a single Lender)).

"Total Balloon Amount" means $306,250,000, as may be reduced in accordance with this Agreement.

"Total Commitments" means the aggregate of the Commitments, being the lower of:

(a) [*****] of the Total Project Costs; and

(b) $700,000,000,

at the date of this Agreement.

"Total Debt" has the meaning given to it in Clause 20.7 (KIT Financial Covenants).

"Total Indebtedness" has the meaning given to it in Clause 20.5 (Golar MLP Financial Covenants).

"Total Loss" means, in relation to the Vessel, its:

(a) actual, constructive, compromised or arranged total loss; or

(b) permanent requisition for title, confiscation, expropriation, nationalisation, seizure or other compulsory acquisition by a government entity; or


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"Total Loss Date" means, in relation to the Total Loss of the Vessel (as applicable):

(a) in the case of an actual Total Loss, the date it happened or, if such date is not known, the date on which the Vessel was last reported;

(b) in the case of a constructive, compromised, agreed or arranged Total Loss, the earliest of:

(i) the date notice of abandonment of the Vessel is given to its insurers by or on behalf of the Borrower; or

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

(iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of the Vessel;

(d) in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date ninety (90) days after the date upon which it happened.

"Total Loss Proceeds" means the proceeds of any policy or contract of insurance or reinsurance arising in respect of any Total Loss or any Requisition Compensation received in respect of a Compulsory Acquisition.

"Total Loss Repayment Date" means, where the Vessel has become a Total Loss, the earlier of:

(a) the date one hundred and eighty (180) days after its Total Loss Date; and

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

"Total Project Costs" means the aggregate of all Project Costs in relation to the Project, estimated at the date of this Agreement to be an amount not exceeding the Initial Project Budget.

"Transaction Document" means:

(a) each of the Finance Documents;

(b) each EPC Contract Document; and

"Transaction Security" means the Security Interests created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents.


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"Transfer Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

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

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate.

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

"Tribunal" has the meaning given to it in Clause 53(b) (Arbitration).

"Tripartite Agreement" means the amended and restated tripartite direct agreement between the Borrower and the EPC Contractors dated 13 December 2018 which regulates the relationship between the Main Building Contract and the Sub-Contract.

"UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Underlying Documents" means:

(a) the UUOA;

(b) the Senegal Joint Operating Agreement; and

"Underwriters" means ABN AMRO Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.

"Underwriting Letter" means the mandate letter from the Mandated Lead Arrangers, the Underwriters and the Bookrunners to the Borrower and the Sponsors dated 16 April 2019.

"Unit Area" means the common reservoir of natural gas underlying Block C8, offshore Mauritania, and the Saint Louis Offshore Profond Block, offshore Senegal.

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

"US" means the United States of America.


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"US Tax Obligor" means:

(a) a Borrower which is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"Utilisation" means the making of an Advance.

"Utilisation Date" means the date on which a Utilisation is to be made.

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

"UUOA" means the unitisation and unit operating agreement to be entered into between the Block C8 Owners and Saint Louis Offshore Profond Block Owners for the development and exploitation of the GTA.

"Vessel" means the FLNG Facility referred to in the LOA as the "FLNG Facility", as further described in Schedule 2 (Vessel Information) currently under conversion pursuant to the EPC Contracts, to be named "GIMI", and registered as an FLNG Facility with the Flag State in the name of the Borrower and includes everything now or in the future belonging to her on board and ashore, including any share and interest in it and its engines, machinery, boats, tackle, outfit, pumps, tools, cranes, equipment, spare gear, belongings and appurtenances which are or become the property of the Borrower and, where the context permits, "Vessel" shall include the manuals and technical records.

"Vessel Manager" means:

(a) the Operator;

(b) the Original Vessel Manager; and

(c) any other entity appointed by the Operator as a manager of the Vessel with the prior written consent of the Lenders and the Lessee.

"Vessel Manager's Undertaking" means an undertaking by each Vessel Manager issued to the Security Trustee in the agreed form pursuant to Clause 23.4 (Operator, Supervisor and Vessel Manager).

"Vessel Operating Budget" has the meaning given to the term "Work Programme and Budget" in the LOA.

"Warranty End Date" means the final day of the Warranty Period or Extended Warranty Period (as applicable).

"Warranty Period" has the meaning given to that term in the Main Building Contract.

"Website Lenders" has the meaning given to it in Clause 19.11(a) (Use of websites).


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"Withdrawal Request" means a notice substantially in the form set out in Schedule 10 (Withdrawal Request).

"Work Programme and Budget" has the meaning given to that term in the LOA.

"Works" means the design, development and construction of the Project and any other works contemplated by the EPC Contracts.

"Write-down and Conversion Powers" means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation; and

(i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that UK Bail-In Legislation.


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1.2 Construction

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

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

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

(iii) words importing the plural shall include the singular and vice versa;

(iv) a time of day are to Central European time;

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

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

(vii) a document in agreed form means:

(A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Facility Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower or, if not so agreed or approved, is in the form specified by the Facility Agent;

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

(ix) "assets" includes present and future properties, revenues and rights of every description;


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(x) the words "include", "includes" and "including" mean without limitation;

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

(xii) "control" of an entity means:

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

(1) 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

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

(3) 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

(B) 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);

and "controlled" shall be construed accordingly;

(xiii) 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 (1) 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;

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


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(xv) a "government entity" means any government, state or agency of a state;

(xvi) a "group of Lenders" or a "group of Finance Parties" includes all the Lenders or (as the case may be) all the Finance Parties;

(xvii) 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;

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

(xix) an "obligation" means any duty, obligation or liability of any kind;

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

(xxi) "pay" or "repay" in Clause 29 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

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

(xxiii) 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, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation applicable to that Lender;

(xxiv) "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;

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


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(xxvi) (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; and

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

(b) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Where in this Agreement a provision includes a monetary reference level in one (1) currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

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

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

(f) A Potential Event of Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived or remedied prior to the issuance by the Facility Agent of a notice under Clause 31.29 (Acceleration) in respect of such Event of Default.

1.3 Currency symbols and definitions

(a) "SGD" denotes the lawful currency of Singapore.

(b) "$" and "dollars" denote the lawful currency of the United States of America.

1.4 Third party rights

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


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(the "Third Parties Act") to enforce or enjoy the benefit of any term of the relevant Finance Document.

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

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

1.5 Finance Documents

Where any other Finance Document provides that this Clause 1.5 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

1.6 Conflict of documents

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

SECTION 2

THE FACILITY

2. The Facility

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a senior secured term loan facility in an aggregate amount equal to the Total Commitments.

2.2 Finance Parties' rights and obligations

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

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


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3. Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed under the Facility in accordance with this Clause 3.

3.2 Use

(a) The Borrower shall apply all amounts borrowed by it under the Facility to pay part of the Total Project Costs, up to an aggregate amount not exceeding the Total Commitments, as follows:

(i) each Contract Instalment Advance shall be made by the Lenders to the Borrower to finance the instalments as part of the Works described in clause 16.4 (Works) and 16.5 (Sub-Contract Works) of the Main Building Contract (each a "Contract Instalment");

(ii) each Interest Payment Advance shall be made by the Lenders to the Borrower in order for the Borrower to make Interest Payments in accordance with Clause 5.6 (Interest Payment Advances); and

(iii) the proceeds of each Ancillary Project Cost Advance shall be applied in financing part of the Ancillary Project Costs or in refinancing or reimbursing any Shareholder Funding in respect of Ancillary Project Costs which has been provided to the Borrower by a Shareholder or its Affiliate.

(b) Each Utilisation shall only be made in respect of which the Borrower has delivered a Utilisation Request to the Facility Agent.

3.3 Monitoring

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

4. Conditions of Utilisation

4.1 Conditions precedent to first Utilisation Request

The Borrower may not deliver a Utilisation Request in respect of the first Utilisation unless five (5) Business Days prior to the proposed first Utilisation Date, the Facility Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 (Conditions precedent to first Utilisation Request) of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

4.2 Conditions precedent to each Advance

The Commitments (and each Advance) shall only become available for borrowing under this Agreement if the Facility Agent, or its duly authorised representative, has


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received all of the documents and other evidence listed in Part 2 (Conditions precedent to each Advance) of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

4.3 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:

(a) no Potential Event of Default is continuing or would result from the proposed Utilisation;

(b) at all times where the Loan exceeds or will exceed as a result of the proposed Utilisation $300,000,000, the amount of each Advance (other than the Final Advance) does not exceed [*****] of the Project Costs to which that Advance relates, as verified by the LTA;

(c) following the proposed Utilisation, the Loan does not exceed [*****] of Total Project Costs incurred to date, as verified by the LTA;

(d) there is no Substantial Cost Overrun (whether realised or forecasted) which has not been resolved in accordance with Clause 22.6 (Substantial Cost Overruns), as verified by the LTA;

(e) GLNG is in compliance with the GLNG Additional Covenant; and

(f) in relation to each Utilisation, on the date of the Utilisation Request and on the proposed Utilisation Date, all of the Repeating Representations are true.

4.4 Notice of satisfaction of conditions

The Facility Agent shall notify the Lenders and the Borrower promptly after receipt by it of the documents and evidence referred to in this Clause 4 in form and substance satisfactory to it.

4.5 Waiver of conditions precedent

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

SECTION 3

UTILISATION

5. Utilisation

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than 11:00 a.m. five (5) Business Days before


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the proposed Utilisation Date in the case of the first Utilisation Date and four (4) Business Days for each other Utilisation Date.

5.2 Completion of a Utilisation Request

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

(a) the proposed Utilisation Date is a Business Day falling on or before the Last Availability Date;

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

(d) it identifies the Advance to be utilised and the purpose for the Utilisation and that purpose complies with Clause 3 (Purpose).

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be in dollars.

(b) The amount of the proposed Advance shall:

(i) be a minimum of one million dollars ($1,000,000);

(ii) be in an amount that is a multiple of one million dollars ($1,000,000); and

(iii) to the extent the Available Facility is less than one million dollars ($1,000,000), be an amount equal to the Available Facility at such time.

5.4 Lenders' participation

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

(b) The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Advance.

(c) The Facility Agent shall promptly notify each Lender of the amount of the Advance and the amount of its participation in the Advance, in each case by 11:00 a.m. three (3) Business Days prior to the proposed Utilisation Date.

(d) The Facility Agent shall pay all amounts received by it in respect of each Advance (and its own participation in it, if any) to the Borrower or for its


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account in accordance with the instructions contained in the Utilisation Request.

5.5 Advances

(a) The aggregate of all Advances shall not exceed:

(i) the Total Commitments;

(ii) [*****] of the Total Project Cost incurred to date; and

(iii) at any time prior to the Final Acceptance Date, six hundred and thirty million dollars ($630,000,000).

(b) There shall be no more than fifteen (15) Advances (excluding Interest Payment Advances) under the Facility.

5.6 Interest Payment Advances

(a) On each Interest Payment Date which falls before the Final Acceptance Date, the Lenders shall, unless the Facility Agent has issued a notice pursuant to Clause 31.28 (Acceleration), be deemed to advance to the Borrower a principal amount not exceeding the aggregate amount of interest and commitment fees then due for payment pursuant to Clause 9.2 (Payment of interest) or Clause 12.1 (Commitment Fee) or if less, the balance of the Available Facility (each an "Interest Payment").

(b) Each amount deemed so advanced pursuant to paragraph (a) above shall be treated as having been made and applied in payment of the interest in respect of which it is advanced and shall for the purposes of this Agreement be treated as an Interest Payment Advance made by the Lenders and shall be capitalised so as to form part of the Loan and shall bear interest in accordance with the other provisions of this Agreement. For the avoidance of doubt, no Utilisation Request need be given by the Borrower in relation to an Interest Payment Advance deemed to be made and applied pursuant to this Clause 5.6.

(c) The provisions of this Clause 5.6 are without prejudice to the obligation of the Borrower to pay all amounts which are payable under this Agreement when due.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6. Repayment

6.1 Repayment

The Borrower shall on each Repayment Date repay such part of the Loan as is required to be repaid on that Repayment Date by Clause 6.2 (Scheduled repayment of Facility).


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6.2 Scheduled repayment of Facility

(a) To the extent not previously reduced, the Loan shall be repaid by instalments on each Repayment Date by the amount specified in Schedule 8 (Indicative Amortisation Schedule) or as revised by Clause 6.3 (Adjustment of scheduled repayments).

(b) On the Final Repayment Date (without prejudice to any other provision of this Agreement), the Loan shall be repaid in full.

6.3 Adjustment of scheduled repayments

If the Total Commitments have been partially reduced under this Agreement and/or any part of the Loan is prepaid (other than under Clause 6.2 (Scheduled repayment of Facility)) before any Repayment Date then such reduction and prepayment shall be treated as reducing the amount of the instalments by which the Loan shall be repaid under Clause 6.2 on any such Repayment Date and the Balloon Amount (as reduced by any earlier operation of this Clause 6.3) in inverse chronological order by its aggregate amount.

7. Illegality, Prepayment and Cancellation

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan or a Lender is otherwise unable to perform any of its obligations as contemplated by the Finance Documents or to fund or maintain its participation in the Loan or to receive and fully use any repayment of principal or interest under the Loan as a result of, or due to any potential breach of, any Sanctions or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender's participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law), exclusive of any Break Costs, and that Lender's corresponding Commitment shall be cancelled in the amount of the participation repaid.

7.2 Change of control

(a) The Borrower shall promptly notify the Facility Agent upon any Obligor becoming aware of a Change of Control.


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(b) If a Change of Control occurs,

(i) a Lender shall not be obliged to fund a Utilisation; and

(ii) prior to Final Acceptance, unless such Change of Control is waived by all Lenders, the Agent shall, by not less than ten (10) Business Days' notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding Loan and amounts will become immediately due and payable or

(iii) on or after Final Acceptance, unless such Change of Control is waived by all Lenders, the Borrower and the Lenders will negotiate in good faith with a view to agreeing terms and conditions for continuing the Facility provided that if an agreement cannot be reached [*****] of the notification under paragraph (a) (or such longer period as the Borrower and all the Lenders agree) (the "Negotiation Period") a Lender may provide written notice to the Agent at any time during the Negotiation Period, provided such time falls [*****] after the notification under paragraph (a), instructing the Agent that:

a) its Available Commitment under the Facility shall be immediately cancelled; and

b) its participation in the Loan, together with accrued interest, and all other amounts accrued and owing to such Lender under the Finance Documents are due and payable on the date specified by such Lender in such notice (which must be a date not less than [*****] after the date of such notice);

(iv) upon receipt of a notice from a Lender under paragraph (iii) above, the Facility Agent shall, promptly notify the Borrower in writing, of such cancellation and that the participation of such Lender in the Loan, together with accrued interest, and all other amounts accrued and owing to such Lender under the Finance Documents are due and payable on the date specified by such Lender in the notice from a Lender under paragraph (iii) above, whereupon the Available Commitment of that Lender under the Facility will be immediately cancelled and the outstanding participation in the Loan and amounts owing to such Lender will become due and payable on such date; and

(v) if no agreement is reached by the end of the Negotiation Period, the Agent shall, by not less than [*****] notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total


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Commitments will be cancelled and all such outstanding Loan and amounts will become immediately due and payable.

7.3 Voluntary cancellation

The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part being a minimum amount of $10,000,000 and a multiple of $10,000,000 of any part of the Available Facility.

7.4 Voluntary prepayment

(a) The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of ten million dollars ($10,000,000)) and is a multiple of ten million dollars ($10,000,000), on the last day of an Interest Period in respect of the amount to be prepaid.

(b) The Lenders acknowledge and agree that a prepayment of the Loan may be made by a Payment Guarantor pursuant to and in accordance with clause 4.11.2 of the Payment Guarantee to which it is a party.

7.5 Right of cancellation and prepayment in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under Clause 13.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

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

(b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan together with all interest and other amounts accrued under the Finance Documents which is then owing to it but,


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if such repayment is made on the last day of an Interest Period, exclusive of any Break Costs.

7.6 Total Loss

On the Total Loss Repayment Date:

(a) the Total Commitments will be reduced to zero; and

(b) the Borrower shall prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full.

7.7 Sale of Vessel

If at any time the Vessel is sold by or on behalf of the Borrower (including to the Lessee following the exercise of the Lessee Purchase Option), the Borrower shall immediately upon the sale of the Vessel prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full, whereupon the Total Commitments shall be reduced to zero.

7.8 LOA and Lessee Credit Support

(a) All LOA Liquidated Damages (except the Bullet Payment, which is considered in Clause 28.12 (Potential LOA Termination Shortfall)) payable by the Lessee to the Borrower:

(i) before the occurrence of Final Acceptance, provided no Potential Event of Default is existing and subject to Lenders being satisfied that:

(A) the Borrower has and maintains sufficient funds in the Earnings Account to pay its ongoing payment obligations under Clauses 28.5(b)(i) and (iii) of this Agreement due and/or payable in the Quarter following such payment;

(B) at such time, the aggregate amount available under the Lessee Credit Support is maintained at a level that is equal to or greater than the value of the outstanding Loan,

shall be applied in accordance with the Project Documents or against any Loss incurred by the Borrower as a result of the events that led to the payment of LOA Liquidated Damages, as verified by the LTA; and

(ii) following the occurrence of Final Acceptance, shall be applied on a quarterly basis in full in prepayment of the Loan in inverse order of maturity.

(b) All FM Event Dayrate payable by the Lessee to the Borrower in respect of an FM Event shall be applied:

(i) first, to repay the Loan in accordance with Clause 6 (Repayment), accrued interest on the Loan in accordance with Clause 9 (Interest) and


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other amounts payable in accordance with paragraphs (i) to (iii) of Clause 28.5(Payment Cascade); and

(ii) second, to the extent there is any residual amount after making the payments described in paragraph (i) above, such residual amount shall be applied in full in prepayment of the Loan in inverse order of maturity.

(i) the (A) LOA or any Lessee Credit Support is for any reason and by any method terminated, repudiated or rescinded, or (B) the Lessee breaches clause 31 (Business Principles) of the LOA;

(ii) if the Vessel is requisitioned, expropriated, confiscated, nationalised or seized by either or both of the States (as defined in the LOA);

(iii) the Vessel is not delivered to and accepted by the Lessee under the LOA by the Last Availability Date;

(iv) the LOA ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder);

(v) any Lessee Credit Support ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder);

(vi) the Borrower consents to a change, release or waiver of a Lessee Credit Support Provider or any of its obligations under the Lessee Credit Support to which it is a party without first obtaining the prior written consent from the Lenders in respect of such change, release or waiver;

(vii) an Insolvency Event (as defined in the LOA) occurs in respect of a Lessee Credit Support Provider;

(viii) there is any release or reduction of any Lessee Credit Support without the prior written consent of the Lenders as a result of any assignment or novation of the LOA by the Lessee pursuant to clause 27.3 (Assignment by Lessee) or 27.4 (Novation) of the LOA;

(ix) any Lessee Credit Support Provider fails to meet its payment obligations under its respective Lessee Credit Support as and when such payment obligations fall due;

(x) the LOA Termination Payment is made or is payable; or

(xi) the Vessel is withdrawn from service under the LOA before the time the LOA was scheduled to expire,


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the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date of such notice, cancel the Total Commitments.

(d) The Borrower shall on the date falling thirty (30) days after on the date such cancellation takes effect (or, if earlier, on the date the LOA Termination Payment is paid) prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full, whereupon the Total Commitments shall be reduced to zero.

7.9 Reduction of Lessee Credit Support

(a) The Borrower shall promptly notify the Facility Agent upon any reduction of the Lessee Credit Support which is not a scheduled reduction in accordance with clause 18.1(c) (Lessee Credit Support) of the LOA.

(b) If, following a Lessee Credit Support Reduction, there is a Shortfall not exceeding the Acceptable Amount:

(i) the Borrower shall remedy such Shortfall by paying the Acceptable Amount during the Reduction Remedy Period in accordance with this Agreement; and

(ii) until the date on which such Shortfall is remedied in full (which shall be on or prior to the Correction Date), there shall be a Distribution Restriction Event to enable the Borrower to accumulate cash in the Earnings Account which shall be held as cash collateral until such Shortfall is remedied.

(c) If the Shortfall exceeds the Acceptable Amount and the Borrower and the Lenders are unable to determine (acting reasonably) that such Shortfall is capable of remedy by the Correction Date, there will be a mandatory prepayment of an amount that would rectify the Shortfall, such amount to be paid within fifteen (15) Business Days of the relevant Reduction Date.

7.10 EPC Contracts

If:

(a) an EPC Contractor breaches the Main Building Contract or the Tripartite Agreement and such breach gives rise to a right to terminate such EPC Contract and the EPC Contractors have been unable to remedy such breach within the relevant cure periods provided for in such EPC Contract (if any) or the Main Building Contract is terminated, cancelled or rescinded; and/or

(b) an EPC Contractor breaches the Tripartite Agreement and such breach adversely affects the rights of the Borrower in respect of the novation of an EPC Contract or the Tripartite Agreement is terminated, cancelled or rescinded; and/or


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(c) the Sub-Contract is terminated, cancelled or rescinded or (if applicable) has not been novated to the Borrower pursuant to and in accordance with the Tripartite Agreement,

the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling fifteen (15) Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments. The Borrower shall on the date such cancellation takes effect prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full whereupon the Total Commitments shall be reduced to zero.

7.11 Step In Agreement and Confirmation Letters

If:

(a) any breach occurs by any EPC Contractor or the Lessee under the Step In Agreement; or

(b) any misrepresentation occurring in respect of the relevant representation(s) therein occurs by a Lessee Credit Support Provider or, as the case may be, its Subsidiary under the Confirmation Letter provided by it,

then the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling fifteen (15) Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments. The Borrower shall on the date such cancellation takes effect prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full whereupon the Total Commitments shall be reduced to zero.

7.12 Sanctions and the EU Blocking Regulation

(a) If a Lender is in breach of any Sanctions in relation to this Facility applicable to it, the consequence of which is that all Lenders are required to withdraw their funding and all other obligations under this Agreement, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments always provided that, (in its discretion) if the affected Lender's breach can be dealt with by cancellation of the affected Lender's Available Commitment, only the affected Lender's Available Commitment will be cancelled. The Borrower shall on the date falling fifteen (15) Business Days after the date such cancellation takes effect prepay the Loan or, if only the affected Lender's Available Commitment is cancelled, only such affected Lender's participation in the Loan, together with accrued interest on such amount prepaid, and all other amounts accrued under the Finance Documents in full or, in the case of only the affected Lender's Available Commitment being cancelled, only such Lender's proportion of such amounts whereupon the Total Commitments or


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the affected Lender's Available Commitment (as relevant) shall be reduced to zero.

(b) Any provision of the Finance Documents concerning Sanctions shall only apply if and to the extent that it does not breach any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung).

7.13 Automatic cancellation

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

8. Restrictions

8.1 Notices of cancellation and prepayment

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

8.2 Interest and other amounts

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

8.3 No reborrowing

The Borrower may not re-borrow any part of the Facility which is prepaid or repaid.

8.4 Prepayment in accordance with Agreement

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

8.5 No reinstatement of Commitments

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

8.6 Facility Agent's receipt of notices

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


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8.7 Effect of repayment and prepayment on Commitments

If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment equal to the amount of the participation which is repaid or prepaid will be deemed to be cancelled on the date of repayment or prepayment.

8.8 Application of cancellations

If the Total Commitments are partially reduced and/or the Loan partially prepaid under this Agreement (other than under Clause 7.1 (Illegality) and Clause 7.5 (Right of cancellation and prepayment in relation to a single Lender)), the Commitments of the Lenders shall be reduced rateably.

8.9 Application of prepayments

(a) Any prepayment required as a result of a cancellation in full of an individual Lender's Commitment under Clause 7.1 (Illegality) or Clause 7.5 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender's participation in the Loan.

(b) Any other prepayment shall be applied pro rata to each Lender's participation in the Loan and against the outstanding repayment instalments (including the Balloon Amount) in inverse order of maturity.

8.10 Reduction in hedging exposure on prepayment

Any prepayment under this Agreement shall be made together with payment on the same date to any Hedging Bank of any amount falling due to the relevant Hedging Bank under a Hedging Agreement as a result of the termination or close out of that Hedging Agreement or any Hedging Transaction under it in accordance with Clause 30.3 (Unwinding of Hedging Agreements) in relation to that prepayment.

SECTION 5

COSTS OF UTILISATION

9. Interest

9.1 Calculation of interest

The rate of interest on the Loan (or any relevant part of it for which there is a separate Interest Period) for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) LIBOR.

9.2 Payment of interest

The Borrower shall pay accrued interest on the Loan (or any relevant part of it) (an "Interest Payment Date") on the last day of each Interest Period (and, if an Interest


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Period is longer than three (3) Months, on the dates falling at three (3) Monthly intervals after the first day of that Interest Period).

9.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) to a Finance Party on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is two (2) per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably).

(b) Any interest accruing under this Clause 9.3 shall be immediately payable by the Obligor on demand by the Facility Agent.

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

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or the relevant part of it; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(d) Default interest payable under this Clause 9.3 (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4 Notification of rates of interest

(a) The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

(b) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan (or any relevant part of it).

10. Interest Periods

10.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for the first Advance in the Utilisation Request for that Advance and (after the first Advance has been borrowed) may select an Interest Period for the Loan in a Selection Notice.


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(b) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than 11:00 a.m. four (4) Business Days before the last day of the then current Interest Period.

(c) If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (a) above, the relevant Interest Period will be three (3) Months.

(d) Subject to this Clause 10, the Borrower may select an Interest Period of three (3) or six (6) Months only.

(e) No Interest Period shall extend beyond the Final Repayment Date.

10.2 Non-Business Days

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

11. Changes to the Calculation of Interest

11.1 Unavailability of Screen Rate

(a) If no Screen Rate is available for LIBOR for an Interest Period, LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b) If no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and LIBOR for that shortened Interest Period shall be determined pursuant to the definition of LIBOR.

(c) If an Interest Period is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the relevant Interest Period,

LIBOR shall be the Historic Screen Rate for the Loan or relevant part of it or Unpaid Sum.


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(d) If paragraph (c) above applies but no Historic Screen Rate is available for the relevant Interest Period, LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period.

(e) If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the relevant Interest Period shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and LIBOR shall be the Reference Bank Rate as of noon on the relevant Quotation Day and for a period equal in length to the relevant Interest Period.

(f) If paragraph (e) above applies but no Reference Bank Rate is available for LIBOR there shall be no LIBOR for that Interest Period and Clause 11.4 (Cost of funds) shall apply for that Interest Period.

11.2 Absence of quotations

(a) Subject to paragraph (b) below, if LIBOR for an Interest Period is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by noon on the relevant Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the relevant Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for that Interest Period.

11.3 Market disruption

If before close of business in London on the Quotation Day for an Interest Period the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed thirty (30) per cent. of the Loan) that the cost to it of funding its participation in the Loan or relevant part of it from the wholesale market for dollars would be in excess of LIBOR then Clause 11.4 (Cost of funds) shall apply to the Loan or relevant part of it for the relevant Interest Period.

11.4 Cost of funds

(a) If this Clause 11.4 applies, the rate of interest on each Lender's share of the Loan or relevant part of it for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Facility Agent by that Lender as soon as possible and in any event within five (5) Business Days of the first day of that Interest Period (or, if earlier, on the date falling five (5) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or relevant part of it.


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(b) If this Clause 11.4 applies and the Facility Agent or the Borrower so require, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d) If this Clause 11.4 applies pursuant to Clause 11.3 (Market disruption) and:

(i) a Lender's Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

the cost to that Lender of funding its participation in the Loan or relevant part of it for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

11.5 Notification to Borrower

If Clause 11.4 (Cost of funds) applies, the Facility Agent shall, as soon as is practicable, notify the Borrower.

11.6 Negotiation of Replacement Benchmark

(a) If this Clause 11.6 applies, the Facility Agent shall, as soon as is practicable, notify the Borrower (the date of such notification being the "Screen Rate Replacement Date").

(b) If a Screen Rate Replacement Event has occurred, the Lenders and the Borrower shall enter into negotiations with a view to agreeing on a Replacement Benchmark and any other amendment or waiver which relates to:

(i) aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(ii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii) implementing market conventions applicable to that Replacement Benchmark;

(iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if


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any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation).

(c) Until such time as a Replacement Benchmark and related amendments have been agreed and without prejudice to the obligation of the Parties to enter into negotiations with a view to agreeing a Replacement Benchmark pursuant to Clause 11.6(a) above, for any Interest Period starting on or after the Screen Rate Replacement Date, LIBOR shall be replaced by the rate notified by the Facility Agent two (2) Business Days prior to the first day of the Interest Period, to be that which expresses as a percentage rate per annum the weighted average of the rates notified to the Facility Agent by each Lender of such Lender funding an amount equal to its participation in the Loan during the relevant Interest Period from whatever source it may reasonably select, and if such amount is less than zero then it shall be deemed to be zero.

(d) If this Clause 11.6 applies and a Lender does not supply on quotation by the time specified in paragraph (c) above, that Lender and its participation in the Loan shall be discounted for the purposes of paragraph (c) above.

(e) For the avoidance of doubt, Clause 11.3 (Market disruption) shall not apply following the Screen Rate Replacement Date.

11.7 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or any relevant part of it or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or that relevant part of it or Unpaid Sum, provided that no Break Costs shall be payable by the Borrower in respect of the repayment of any Lender's participation in the Loan in accordance with Clause 7.1 (Illegality) or Clause 7.5 (Right of cancellation and prepayment in relation to a single Lender).

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

12. Fees

12.1 Commitment fee

(a) The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in dollars computed at the rate of [*****], calculated on the daily undrawn Available Facility from the date of this Agreement (the "Start Date") to the date of payment of the accrued commitment fee pursuant to paragraph (b) below.


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(b) The Borrower shall pay the accrued commitment fee on the last day of the period of three Months commencing on the Start Date, on the last day of each successive period of three Months, on the Last Availability Date and, if cancelled in full, on the cancelled amount of the relevant Lender's Available Commitment at the time the cancellation is effective.

12.2 Arrangement fee

The Borrower shall pay to the Mandated Lead Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter.

12.3 Agency fee

The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4 Documentation Bank fee

The Borrower shall pay to the Documentation Bank (for its own account) a documentation fee in the amount and at the times agreed in a Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13. Tax Gross-Up and Indemnities

13.1 Definitions

(a) In this Agreement:

"Protected Party" means a Finance Party or, in relation to Clause 15.4 (Indemnity concerning security) and Clause 15.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under Clause 15.4 (Indemnity concerning security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

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

(b) Unless a contrary indication appears, in this Clause 13 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.


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13.2 Tax gross-up

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

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

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

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

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

13.3 Tax indemnity

(a) The Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party has been notified will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

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


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

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

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 13.2 (Tax gross-up);

(B) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

(e) If an Obligor makes a Tax Payment and the relevant Protected Party has been notified that:

(i) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax payment or to a Tax Deduction in consequence of which that Tax payment was received; and

(ii) that Protected Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Protected Party has been notified will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax payment not been required to be made by the Obligor.

13.4 Indemnities on after Tax basis

(a) If and to the extent that any sum payable to any Protected Party by the Borrower under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in


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discharging the corresponding liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be reasonably evidenced to be required to make up the relevant deficit.

(b) If and to the extent that any sum (the "Indemnity Sum") constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrower shall pay to that Protected Party such sum (the "Compensating Sum") as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall be reasonably evidenced to reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum.

(c) For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

13.5 Stamp taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any reasonably documented cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

13.6 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document and the Finance Party is required to account for that Indirect Tax, that party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.


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13.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;


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(ii) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, Authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Facility Agent shall provide any withholding certificate, withholding statement, document, Authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g) If any withholding certificate, withholding statement, document, Authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, Authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, Authorisation or waiver to the Borrower.

(h) The Facility Agent may rely on any withholding certificate, withholding statement, document, Authorisation or waiver it receives from a Lender pursuant to paragraphs (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

13.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance Parties.


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14. Increased Costs

14.1 Increased costs

(a) Subject to Clause 14.3 (Exceptions), the Borrower shall, within five (5) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

(i) arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement; and/or

(ii) is a Basel III Increased Cost.

(b) In this Agreement "Increased Costs" means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii) an additional or increased cost; or

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

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

14.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

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

14.3 Exceptions

(a) Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

(ii) attributable to a FATCA Deduction required to be made by a Party;


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(iii) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or

(iv) attributable to the wilful or grossly negligent breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b) In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the term in Clause 13.1 (Definitions).

15. Other Indemnities

15.1 Currency indemnity

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

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

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

that Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

15.2 Other indemnities

The Borrower shall (or shall procure that another Obligor will), within five (5) Business Days of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of Clause 41 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of


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the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

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

15.3 Indemnity to the Facility Agent, the Security Trustee and the Technical Bank

The Borrower shall promptly indemnify the Facility Agent, the Security Trustee and the Technical Bank against:

(a) any and all Losses (together with any applicable Indirect Taxes) incurred by the Facility Agent, the Security Trustee or the Technical Bank (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Potential Event of Default;

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

(iii) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors, the LTA or other professional advisers or experts as permitted under the Finance Documents or desirable; or

(iv) any action taken by the Facility Agent, the Security Trustee or the Technical Bank or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents, and

(b) any and all Losses (including, without limitation, in respect of liability for negligence or any other category of liability whatsoever) (together with any applicable Indirect Taxes) incurred by the Facility Agent, the Security Trustee or the Technical Bank (otherwise than by reason of the Facility Agent's, the Security Trustee's or the Technical Bank's gross negligence, fraud or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 42.11 (Disruption to payment systems etc.) notwithstanding the Facility Agent's or the Security Trustee's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent or the Security Trustee under the Finance Documents).


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15.4 Indemnity concerning security

(a) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses (together with any applicable Indirect Taxes) incurred by it as a result of:

(i) any failure by the Borrower to comply with its obligations under Clause 17 (Costs and expenses) or any similar provision in any other Finance Document;

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

(iii) the taking, holding, protection or enforcement of the Transaction Security;

(iv) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Trustee and/or any other Finance Party and each Receiver and each Delegate by the Finance Documents or by law (otherwise, in each case, than by reason of the relevant Security Trustee's and/or other Finance Party's, Receiver's or Delegate's gross negligence or wilful misconduct);

(v) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

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

(vii) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or

(viii) (in the case of the Security Trustee and/or any other Finance Party, any Receiver and any Delegate) acting as Security Trustee and/or as holder of any of the Transaction Security, Receiver or Delegate under the Finance Documents or which otherwise relates to the Charged Property (otherwise, in each case, than by reason of the relevant Security Trustee's and/or other Finance Party's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b) The Security Trustee may, in priority to any payment to the other Finance Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.


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15.5 General Operating Indemnity

Until all Secured Obligations (excepting the indemnity obligations arising solely under this Clause 15.5 after repayment of all other Secured Obligations) have been repaid in full, the Borrower hereby agrees at all times to pay promptly or, as the case may be, indemnify each Indemnified Person against all Losses directly or indirectly incurred by it:

(a) as a result of a Finance Party exercising its rights under and in accordance with the Finance Documents:

(i) to maintain value, to operate, possess or dispose of the Vessel (at its current location or elsewhere);

(ii) to complete the Vessel in accordance with the LOA to achieve Final Acceptance; and

(iii) in ensuring or procuring performance of the obligations of an Obligor under the Project Documents (or any of them),

whether or not Losses may be attributable to any defect in the Vessel (or any part thereof) or to the design, construction or use thereof or from any maintenance, service, repair, overhaul, inspection or to any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise (whether prior to, during or after termination of this Agreement) and whether or not the Vessel is in the possession or control of the Borrower, the Operator or the Original Vessel Manager or any other Obligor, and where such actions shall be carried out by or on behalf of the Finance Parties with due regard for the mitigation of any Losses, in observance of the terms of the Project Documents (where relevant) and as to the standard of a prudent operator; and/or

(b) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, requisition, impounding, forfeiture or detention of the Vessel (or any part thereof) or in securing or attempting to secure the release of the Vessel (or any part thereof) in accordance with the Finance Documents.

15.6 Environmental Indemnity

Without prejudice to the provisions of Clause 15.5 (General Operating Indemnity), the Borrower shall indemnify the Indemnified Persons and each of them on demand and hold the Indemnified Persons and each of them harmless from and against all Losses which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Environmental Claim in respect of any Obligor or the Vessel (whilst owned and operated by the Borrower, the Operator or any other Obligor) made or asserted against the Indemnified Persons or any of them in such Environmental Claim would not have been, or been capable of being, made or asserted against the Indemnified Persons if


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the Finance Parties or the relevant Finance Party had not entered into this Agreement or any of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms.

15.7 Limitation of General Operating Indemnity and Environmental Indemnity

The indemnities contained in Clause 15.5 (General Operating Indemnity) and Clause 15.6 (Environmental Indemnity) shall not extend to any claim or liability of an Indemnified Person to the extent that such claim or liability:

(a) arises as a direct consequence of the gross negligence of wilful misconduct of that Indemnified Person or a Finance Party and their related Indemnified Persons, or that Finance Party, as the case may be, or their related Indemnified Persons;

(b) is caused by any breach or failure on the part of that Indemnified Person or a Finance Party and their related Indemnified Persons, or that Finance Party, as the case may be, or their related Indemnified Persons to comply with any of its obligations under any of the Finance Documents (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Indemnified Person or, in the case of a Finance Party and their related Indemnified Persons, that Finance Party or their related Indemnified Persons) to duly and punctually perform its obligations);

(c) would have been, or capable of being, made or asserted against the Indemnified Person if the Finance Parties or relevant Finance Party had not entered into one or more of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms;

(d) represents any losses of future income or profits; or

(e) in respect of which that Indemnified Person, or a Finance Party and their related Indemnified Persons, or that Finance Party and its related Indemnified Persons, is expressly and specifically indemnified under any other provision of the Finance Documents or has been indemnified in any other way.

15.8 Continuation of indemnities

The indemnities by the Borrower in favour of any Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loan, the cancellation of the Total Commitments or the repudiation by any Finance Party or the Borrower of this Agreement.


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15.9 Interest

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 15 or elsewhere in this Agreement shall be paid within five (5) Business Days of demand made by such Indemnified Person.

16. Mitigation by the Lenders

16.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2 Limitation of liability

(a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17. Costs and Expenses

17.1 Transaction expenses

The Borrower shall, within five (5) Business Days promptly on demand, pay the Facility Agent, the Security Trustee and the Mandated Lead Arrangers the amount of all documented costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) reasonably incurred by any of them (and, in the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, execution, syndication, registration and perfection and any release, discharge or reassignment of:

(a) this Agreement, the Hedging Agreements and any other documents referred to in this Agreement and the Security Documents;

(b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under Clause 26 (Minimum security value); or


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17.2 Amendment costs

If:

(a) an Obligor requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 42.9 (Change of currency),

the Borrower shall, within three (3) Business Days of demand, reimburse each of the Facility Agent and the Security Trustee for the amount of all documented costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) reasonably incurred by the Facility Agent and the Security Trustee (and in the case of the Security Trustee by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

17.3 Enforcement, preservation and other costs

The Borrower shall, on demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) incurred by that Finance Party in connection with:

(a) the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or enforcing those rights;

(b) any valuation carried out under Clause 26 (Minimum security value) at the Borrower's cost; or

SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18. Representations

18.1 The Borrower makes and repeats the representations and warranties set out in this Clause 18 to each Finance Party on behalf of itself and each of the Obligors at the times specified in Clause 18.33 (Times when representations are made).


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18.2 Status

(a) Each Obligor is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.

(b) Each Obligor has power and authority to own its assets and to carry on its business as it is now being conducted.

18.3 Binding obligations

Subject to the Legal Reservations:

(a) the obligations expressed to be assumed by each Obligor in each Transaction Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above) each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.

18.4 Non-conflict

The entry into and performance by each Obligor of, and the transactions contemplated by the Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

(a) any law or regulation applicable to any Obligor;

(b) the Constitutional Documents of any Obligor; or

or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Security Interest) on any Obligor's assets, rights or revenues.

18.5 Power and authority

(a) Each Obligor has the power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of, and compliance with, each Transaction Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.

(b) No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into, any Transaction Document to which such Obligor is, or is to be, a party.


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18.6 Validity and admissibility in evidence

(a) All Authorisations required:

(i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party;

(ii) to make each Transaction Document to which it is a party admissible in evidence in its Relevant Jurisdictions; and

(iii) to ensure that the Transaction Security has the priority and ranking contemplated by the Security Documents,

have been obtained or effected and are in full force and effect except any Authorisation or filing referred to in Clause 18.14 (No filing or stamp taxes), which Authorisation or filing will be promptly obtained or effected within any applicable period.

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

18.7 Governing law and enforcement

(a) Subject to Legal Reservations, the choice of governing law of any Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions.

(b) Subject to Legal Reservations, any judgment obtained in relation to any Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

18.8 Information

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

(b) At the time it was given or made, there were no facts or circumstances or any other information which could make the Information untrue, inaccurate or misleading in any material respect.

(c) At the time it was given or made, the Information does not omit anything which could make the Information untrue, inaccurate or misleading in any material respect.

(d) All opinions, projections, forecasts, estimates or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were


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believed to be reasonable by the person who provided that Information as at the date it was given or made.

(e) All other written Information provided by any member of any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group (including its advisers) to a Finance Party was, to the best of its knowledge and belief, true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

(f) For the purposes of this Clause 18.8, "Information" means any written information provided by or on behalf of each Obligor to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them excluding any Information concerning any third party (which is not an Obligor or member of any of the Golar MLP Group, the GLNG Group, the KIT Group or the KCL Group) which was provided to the Finance Parties in good faith.

18.9 Original Financial Statements

(a) The Original Financial Statements were prepared in accordance with applicable GAAP (which, for the avoidance of doubt, is SFRS (I) for the KIT Group and the KCL Group) consistently applied.

(b) The audited Original Financial Statements give a true and fair view of the financial condition as at the end of the relevant Financial Year and results of operations during the relevant Financial Year of the relevant Obligors during the relevant Financial Year.

(c) The unaudited Original Financial Statements fairly represent the financial condition as at the end of the relevant financial quarter and results of operations during the relevant financial quarter of the relevant Obligors.

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

18.10 Pari passu ranking

Each Obligor's payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.


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18.11 Ranking and effectiveness of security

Subject to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered to the Facility Agent under Clause 4.1 (Conditions precedent to first Utilisation Request):

(a) the Transaction Security has (or will have when the relevant Security Documents have been executed) the priority which it is expressed to have in the Security Documents;

(b) the Charged Property is not subject to any Security Interest other than Permitted Security Interests; and

18.12 Ownership of Charged Property

Each Obligor is the sole legal and beneficial owner of the Charged Property over which it purports to grant a Security Interest under the Security Documents.

18.13 No insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 31.11 (Insolvency proceedings) or creditors' process described in Clause 31.12 (Creditors' process) has been taken or threatened in relation to an Obligor and none of the circumstances described in Clause 31.10 (Insolvency) applies to any Obligor.

18.14 No filing or stamp taxes

Under the laws of each Obligor's Relevant Jurisdiction it is not necessary that any Transaction Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by the Transaction Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Transaction Document.

18.15 Deduction of Tax

18.16 No Obligor is required to make any Tax Deduction (as defined in Clause 13.1 (Definitions)) from any payment it may make under any Finance Document to which it is, or is to be, a party and no other party is required to make any such deduction from any payment it may make under any other Transaction Document.Tax compliance

(a) No Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax.


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

(c) The Borrower and the Operator are resident for Tax purposes only in their respective Original Jurisdiction except as required under the Laws applicable to the Project.

18.17 No Potential Event of Default

(a) No Potential Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

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

18.18 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of any Obligor's knowledge and belief (having made due and careful enquiry)) been started or threatened against any Obligor.

18.19 No breach of laws

(a) No Obligor (other than the Borrower, the Operator or the Original Vessel Manager) is to the best of the Borrower's knowledge and belief (having made due enquiry) in violation of any Environmental Law, which violation might have a Material Adverse Effect.

(b) None of Borrower, the Operator or the Original Vessel Manager are in violation of any material Environmental Law applicable to such Obligor.

18.20 Environmental matters

(a) All Environmental Licences have been obtained and are currently in force.

(b) No Environmental Claim has been made or is threatened or pending against any Obligor (other than the Borrower, the Operator or the Original Vessel


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Manager) and there has been no Environmental Incident which has given, or might give, rise to such a claim, in each case, which might have a Material Adverse Effect.

(c) No Environmental Claim has been made or is threatened or pending against any of the Borrower, the Operator or the Original Vessel Manager or the Vessel and there has been no Environmental Incident which has given, or might give, rise to such a claim.

18.21 Anti-corruption and anti-money-laundering laws

Each Obligor has conducted and conducts its businesses in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

18.22 Security and Financial Indebtedness

(a) No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement.

(b) No Obligor has any Financial Indebtedness outstanding in breach of this Agreement.

18.23 Shares

(a) The shares of the Borrower and the Operator are fully paid and not subject to any option to purchase or similar rights except as set out in the Shareholder Agreement.

(b) The Constitutional Documents of the Borrower and the Operator do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents.

(c) There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of the Borrower or the Operator (including any option or right of pre-emption or conversion).

18.24 Ownership of the Borrower and Operator

(a) Together the Original Shareholders own one hundred per cent. (100%) of the Share Capital of the Borrower in their Relevant Borrower Shareholding Percentage.

(b) The Operator is a wholly-owned Subsidiary of the Borrower.

(c) One hundred per cent. (100%) of the Share Capital of the Original Keppel Shareholder is directly or indirectly owned by KCL.


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18.25 Copies of documents

The copies of those Transaction Documents which are not Finance Documents and the Constitutional Documents of the Obligors delivered to the Facility Agent under Clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those Transaction Documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them.

18.26 No breach, etc of any Project Document

No Obligor nor (so far as the Obligors are aware) any other person is in material breach of any Project Document to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it or which would render it illegal, invalid or unenforceable.

18.27 No immunity

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

18.28 Vessel status

The Vessel is or will be:

(a) at all times during the Facility Period, registered in the name of the Borrower through the relevant Registry as a ship under the laws and flag of the relevant Flag State; and

(b) insured in the manner required by the Finance Documents.

18.29 No Prohibited Payments

No Prohibited Payment in connection with any Finance Document has been made or provided, directly or indirectly, by it, any of its Affiliates, its officers, directors or, to the best of its knowledge (having made due and careful enquiry), any other person acting on its behalf to, or for the benefit of, any Authority.

18.30 No funds of illicit origin

None of the sources of funds provided other than under the Finance Documents and to be used by it in connection with any Finance Document or its business are of illicit origin.

18.31 Sanctions

(a) No Advance has been used by it:

(i) to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or


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(ii) in breach of any Sanctions.

(b) Neither it, nor any of its Subsidiaries or joint ventures, nor any of its directors, officers, or employees nor, to its knowledge, any persons acting on its behalf in connection with the Project:

(i) is a Restricted Party; or

(ii) is aware of any valid claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

18.32 Earnings

There is no agreement or arrangement whereby the Earnings may be shared with any other person except as expressly provided for in the Finance Documents and Project Documents.

18.33 Times when representations are made

(a) All of the representations and warranties set out in this Clause 18 are deemed to be made on the date of this Agreement.

(b) The Repeating Representations are deemed to be made on the dates of:

(i) each Utilisation Request;

(ii) each Utilisation; and

(iii) on the first day of each Interest Period.

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

19. Financial Information Undertakings

19.1 The Borrower undertakes that this Clause 19 will be complied with by the Obligors throughout the Facility Period.

19.2 In this Clause 19:

"Annual Cash Flow Forecasts" means, in relation to each of GLNG and Golar MLP in respect of each Financial Year applicable to it, its cash flow forecasts covering the period from the beginning of that Financial Year up to the earlier of (A) five (5) years from that date and (B) its Performance Guarantee Release Date.

"Annual Financial Statements" means, in relation to the Borrower and each Guarantor, the audited financial statements (consolidated in the case of each Guarantor) for a Financial Year of such Obligor delivered pursuant to paragraph (a) of Clause 19.3 (Financial statements).


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"Quarterly Financial Statements" means, in relation to each Obligor (other than KOM, the Operator, the Supervisor and each Vessel Manager), the financial statements for a financial quarter of such Obligor delivered pursuant to paragraph (b) of Clause 19.3 (Financial statements).

19.3 Financial statements

(a) The Borrower shall (and shall procure that each of GLNG, Golar MLP, KOM and KIT shall (unless any such Guarantor has been released from all of its obligations under its respective Guarantee in accordance with the provisions of the Finance Documents)) supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests) as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each Financial Year, it's the Annual Financial Statements for that Financial Year (or part of such Financial Year in the case of the Borrower's first statement).

(b) The Borrower shall (and shall procure that each of GLNG, Golar MLP and KIT shall (unless any such Guarantor has been released from all of its obligations under its respective Guarantee in accordance with the provisions of the Finance Documents)) supply to the Facility Agent as soon as the same become available, but in any event within sixty (60) days after the end of each financial quarter of each of its Financial Years its unaudited consolidated financial statements for that financial quarter.

19.4 Cash flow forecasts

Together with the first set of Quarterly Financial Statements of each new Financial Year, the Borrower shall procure that the relevant Golar Payment Guarantor or Golar Performance Guarantor supply their Annual Cash Flow Forecasts to the Facility Agent, for the avoidance of doubt this undertaking shall not apply to the relevant Golar Payment Guarantor or Golar Performance Guarantor whilst such after it has been released from all of its obligations under the relevant Guarantees to which it was a party.

19.5 Provision and contents of Compliance Certificate

(a) The Borrower shall supply a Compliance Certificate to the Facility Agent, with each set of Annual Financial Statements, each set of Quarterly Financial Statements for each Obligor.

(b) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 20 (Financial covenants).

(c) Each Compliance Certificate shall be signed by an authorised signatory of the Borrower and, if a Compliance Certificate relates to the Annual Financial Statements and/or Quarterly Financial Statements of a Guarantor, an authorised signatory of such Guarantor.


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19.6 Requirements as to financial statements

(a) The Borrower shall procure that:

(i) each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and, in addition, shall be audited by the Auditors; and

(ii) each set of Quarterly Financial Statements includes a cashflow statement (except any Quarterly Financial Statements of a Keppel Payment Guarantor or a Keppel Performance Guarantor).

(b) Each set of financial statements delivered pursuant to Clause 19.3 (Financial statements) shall:

(i) be certified by a director of the relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors in respect of such Annual Financial Statements; and

(ii) in the case of Annual Financial Statements, not be the subject of any qualification in the Auditors' opinion.

(c) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.3 (Financial statements) shall be prepared using applicable GAAP (or SFRS, as the case may be), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies (whether in the notes in such financial statements or otherwise) the Facility Agent that there has been a change in applicable GAAP (or SFRS, as the case may be) or the accounting practices. In such event, the Facility Agent may request the Borrower to provide clarifications or deliver to the Facility sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial covenants) has been complied with.

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

19.7 Year-end

The Borrower shall procure that the end of each Financial Year of each Obligor (other than the Supervisor and each Vessel Manager) falls on the Accounting Reference Date.


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19.8 Information: miscellaneous

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a) at the same time as they are dispatched, copies of all documents dispatched by any Obligor to its creditors generally (or any class of them) excepting trade creditors in the usual course of its business (other than in relation to material documents provided to trade creditors providing goods or services relating to the Vessel or the Project or the transactions contemplated thereby);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or the Operator;

(c) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor (other than the Borrower and the Operator), and which, if adversely determined, might have a Material Adverse Effect;

(d) promptly, such information as the Facility Agent or the Security Trustee may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents; and

(e) promptly on request, such further information regarding the financial condition, assets and operations of the Obligors as any Finance Party through the Facility Agent may reasonably request.

19.9 Notification of Potential Event of Default

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

(b) Promptly upon request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default nor, to the best of its knowledge (having made due and careful enquiry), any other Potential Event of Default is continuing (or if a Potential Event of Default is continuing, specifying the Potential Event of Default and the steps, if any, being taken to remedy it).

19.10 Sufficient copies

The Borrower, if so requested by the Facility Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents to the Facility Agent to distribute to each of the Lenders and the Hedging Banks.


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19.11 Use of websites

(a) The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic

(b) website designated by the Borrower and the Facility Agent (the "Designated Website") if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Borrower and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Borrower and the Facility Agent.

(c) If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(d) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent.

(e) The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(f) If the Borrower notifies the Facility Agent under paragraphs (d)(i) to (v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the


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Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(g) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

19.12 "Know your customer" checks

(a) If:

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

(ii) any change in the status of an Obligor, a Sponsor, the Lessee or any Lessee Credit Support Provider, subject in the case of any Lessee Credit Support Provider, to the best of the Borrower's knowledge and belief, any change in or the composition of the shareholders thereof in each case after the date of this Agreement;

(iii) required by a Finance Party to satisfy its continuing internal compliance requirements; or

(iv) a proposed assignment or transfer by a Lender or a Hedging Bank of any of its rights and/or obligations under this Agreement or any Hedging Agreement to a party that is not already a Lender or a Hedging Bank prior to such assignment or transfer,

obliges the Facility Agent, the relevant Hedging Bank or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall: (A) in respect of paragraph (ii) above, promptly notify the Facility Agent of the same (who, in turn, shall promptly notify the Lenders and Hedging Banks) and (B) promptly upon the request of the Facility Agent or any Lender or any Hedging Bank supply, or procure the supply, in the case of anything concerning a Lessee Credit Support Provider, using reasonable commercial efforts to procure the supply, in the case of anything concerning a Lessee Credit Support Provider, using reasonable commercial efforts to procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender or any Hedging Bank) or any Lender or any Hedging Bank (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender or Hedging Bank) in order for the Facility Agent, such Lender or any Hedging Bank or, in the case of the event described in paragraph (iii) above, any prospective new Lender or Hedging Bank to carry out and be satisfied it has complied with all necessary "know your customer" or other


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similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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

20. Financial Covenants

20.1 Undertaking to comply

The Borrower undertakes that this Clause 20 will be complied with by the Obligors throughout the Facility Period.

20.2 Financial definitions

In this Clause 20:

"Cash Equivalents" means:

(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

"Determination Date" means:

(a) in respect of a Guarantor, the date falling on the last day of each financial quarter end of that Guarantor; and

(b) in respect of the Borrower, the date falling three (3) months after Final Acceptance and each of the dates fallings at three (3) monthly intervals after such date.

"Relevant Period" means in the case of the first Relevant Period, a period of three (3) months ending on the first date of testing under Clause 20.8 (Financial testing), a period of six (6) months for the second Relevant Period, a period of nine (9) months for the third Relevant Period and in the case of each subsequent Relevant Period, each period of 12 months, in each case ending on each Determination Date.

20.3 Borrower Financial Covenants

(a) In this Clause 20.3:


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"Debt Service Coverage Ratio" means, for any date of testing under Clause 20.8 (Financial Testing), ratio of EBITDA to the total amount of interest and instalments paid or accrued over the interest period.

"EBITDA" means, for any period, the profit on ordinary activities of the Borrower before taxation for such period:

(a) adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs to the extent not already excluded;

(b) adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);

(d) adjusted to exclude any exceptional or extraordinary costs or income;

(e) after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts; and

(f) without any double counting, adjusted to add back amounts invoiced under sales-type finance leases,

provided that for the first period the calculation of EBITDA shall be the actual EBITDA of the Borrower annualised until the Vessel has twelve (12) months of service history and thereafter, EBITDA shall be calculated on a trailing 12-month basis as per usual market practice.

(b) The Borrower undertakes that this Clause 20.3 will be complied with throughout the Facility Period.

(c) The Borrower shall ensure that at any time after Final Acceptance the Debt Service Coverage Ratio for any Relevant Period is greater than [*****].

20.4 GLNG Financial Covenants

(a) In this Clause 20.4:

"Current Assets" means as at any date of determination, all of the short term assets of the GLNG Group determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for the Golar LNG Group and calculated on the same basis as was applied in the most recent Annual Financial Statements and Quarterly Financial Statements of the GLNG Group delivered pursuant to Clause 19 (Information undertakings) but using the information current as at the relevant date of determination.

"Current Liabilities" means, as at any date of determination, all of the short term liabilities of the GLNG Group (less the current portion of long term debt, the current portion of long-term capital lease obligations and mark to market


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swap valuations and excluding in all respects the Leasing Loans) determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for GLNG Group and calculated on the same basis as was applied in the most recent Annual Financial Statements and Quarterly Financial Statements of the GLNG Group delivered pursuant to Clause 19 (Information undertakings) but using the information current as at the relevant date of determination.

"Free Liquid Assets (GLNG)" means cash or Cash Equivalents freely available for use by GLNG and/or any other member of the GLNG Group for any lawful purpose without restriction (other than any restriction arising exclusively from any covenant to maintain a minimum level of free cash or Cash Equivalents) notwithstanding any Security Interest, right of set-off or agreement with any other party, where:

(a) the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Facility Agent) on which the same are listed or any dealing facility through which the same are generally traded; and

(b) and any cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Account Bank as at any date of determination.

"GLNG Consolidated Tangible Net Worth" means, as at any date of determination, the value of total stockholders' equity employed of the GLNG Group determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for the GLNG Group set out in the most recent Annual Financial Statements and Quarterly Financial Statements of the GLNG Group delivered pursuant to Clause 19 (Information undertakings).

"GLNG Group" means GLNG, each of its Subsidiaries and any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with applicable GAAP and/or any applicable law.

"Leasing Loans" means, in relation to any sale and leaseback transaction from time to time entered into by any member of the GLNG Group, any short term funding or loans incurred by the special purpose entity acting as lessor (wholly owned by the relevant leasing group) in such sale and leaseback transaction which that member of the GLNG Group is required to include in its balance sheet pursuant to the "Variable Interest Entity" account convention in applicable GAAP.

(b) The Borrower shall procure that GLNG undertakes that this Clause 20.4 will be complied with from the date of this Agreement until the applicable Guarantee Release Date.


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(i) GLNG Consolidated Tangible Net Worth shall be equal to or greater than [*****];

(ii) the aggregate value of its Free Liquid Assets (GLNG) shall total not less than [*****]; and

(iii) the ratio of Current Assets to Current Liabilities of the GLNG Group (on a consolidated basis) shall be not less than [*****].

20.5 Golar MLP Financial Covenants

(a) In this Clause 20.5:

"Debt Service (Golar MLP)" means, for any financial period of the Golar MLP Group, on a Relevant Period (Golar MLP) basis, the sum of:

(a) the aggregate principal amount payable or paid during such period under any Financial Indebtedness of Golar MLP and any consolidated Subsidiary (other than rental or other obligations under financial and operating lease agreements and principal amounts of any such Financial Indebtedness prepaid at the option of Golar MLP or such Subsidiary);

(b) aggregate interest expense, less interest income, (including, without limitation, capitalised interest accrued during such period) of Golar MLP and its consolidated Subsidiaries for such period; and

(c) all rent and lease payments made under financial or operating lease agreements by which Golar MLP or a consolidated Subsidiary is bound and which are payable or have been paid during such period, net of cash released to Golar MLP or such consolidated Subsidiary during the same period from deposits forming Security for any obligations under such agreements and the portion of any debt discount that must be amortised in such period as calculated in accordance with applicable GAAP and derived from the then latest audited consolidated accounts of Golar MLP delivered to the Facility Agent.

"EBITDA" means, for any period, the consolidated profit on ordinary activities of the Golar MLP Group before taxation for such period:

(a) adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs to the extent not already excluded;

(b) adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);


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(d) adjusted to exclude any exceptional or extraordinary costs or income; and

(e) after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts; and

(f) without any double counting, adjusted to add back amounts invoiced under sales-type finance leases.

"Free Liquid Assets (Golar MLP)" means cash or Cash Equivalents freely available for use by Golar MLP and/or any other member of the Golar MLP Group for any lawful purpose without restriction (other than any restriction arising exclusively from any covenant to maintain a minimum level of free cash or Cash Equivalents) notwithstanding any Security Interest, right of set-off or agreement with any other party, where:

"Golar MLP Consolidated Tangible Net Worth" means, for the Golar MLP Group (on a consolidated basis), the total value of stockholders' equity determined in accordance with applicable GAAP as shown on the consolidated balance sheet contained in the most recent Annual Financial Statements and Quarterly Financial Statements of the Golar MLP Group delivered pursuant to Clause 19 (Information undertakings).

"Golar MLP Group" means Golar MLP, each of its Subsidiaries and any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with applicable GAAP and/or any applicable law.

"Interest Payable" means, in respect of any period, the aggregate (calculated on a consolidated basis for the Golar MLP Group) of:

(a) the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of members of the Golar MLP Group by way of interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and


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(b) net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements).

"Interest Receivable" means, in respect of any period, the amount of interest accrued on cash balances of the Golar MLP Group (including the amount of interest accrued on the accounts, to the extent that the account holder is entitled to receive such interest) during such period.

"Net Debt (Golar MLP)" means, on a consolidated basis, an amount equal to Total Indebtedness minus Free Liquid Assets (Golar MLP) and cash deposits restricted under the terms of such debt, as evidenced by the consolidated balance sheet for the Golar MLP Group from time to time;

"Relevant Period (Golar MLP)" means each period of 12 months ending on each Determination Date.

"Total Indebtedness" means the aggregate debt and capital lease obligations (as such terms are defined in applicable GAAP and presented in the consolidated balance sheet for the Golar MLP Group from time to time) as demonstrated by the Annual Financial Statements and Quarterly Financial Statements of the Golar MLP Group delivered pursuant to Clause 19 (Information undertakings), including negative mark-to-market valuations of any Treasury Transactions (after reducing those negative mark-to market valuations by netting them with any positive mark-to-market valuations of Treasury Transactions entered into with the same derivative counterparty) and any transactions which might have the effect of commercial borrowing under applicable GAAP.

(b) The Borrower shall procure that Golar MLP undertakes that this Clause 20.5 will be complied with from the date on which a Golar MLP Drop Down occurs until the applicable Guarantee Release Date.

(i) Golar MLP Consolidated Tangible Net Worth shall be equal to or greater than $250,000,000;

(ii) its Free Liquid Assets (Golar MLP) shall total at least $30,000,000; and

(iii) on any financial quarter end date, the ratio of Net Debt (Golar MLP) to EBITDA of the Golar MLP Group for the previous 12 months, on a trailing four (4) quarter basis, shall be no greater than 6.50:1.00.

(d) If, on the date of the Golar MLP Drop Down, Golar MLP has provided the following financial covenant to a creditor other than the Finance Parties in respect of any other existing financing of Golar MLP, Golar MLP shall ensure


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that from the date of the Golar MLP Drop Down until the earlier of (i) the date on which such other existing financing of Golar MLP has been repaid in full and (ii) the applicable Guarantee Release Date, the ratio of EBITDA to Debt Service (Golar MLP) shall not be less than 1.15:1.00.

20.6 KOM Financial Covenants

(a) In this Clause 20.6:

"Equity (KOM)" means the aggregate of:

(i) issued capital and reserves attributable to equity holders;

(ii) non-controlling interests in the subsidiaries; and

(iii) Perpetual Securities.

"Net Asset" means total assets less total liabilities on the statement of financial position.

"Net Debt (KOM)" means the aggregate of:

(i) bank overdrafts;

(ii) the principal amount of notes or bonds or debentures;

(iii) liabilities as guarantor under notes or other liabilities in the nature of borrowings;

(iv) all other indebtedness of the KCL Group for borrowed moneys, including loans due to related parties and indebtedness within the KCL Group;

(v) for avoidance of doubt, excluding any trade payables and lease liabilities (under IFRS); and

(vi) after excluding any cash deposits made by any member of the KCL Group with financial institutions.

"Perpetual Securities" means perpetual securities as disclosed in the KOM financial statements as an equity in accordance with SFRS (I) 16.

(b) The Borrower shall procure that KOM undertakes that this Clause 20.6 will be complied with from the date of this Agreement until the applicable Guarantee Release Date.

(i) its Net Assets shall total at least [*****]; and


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(ii) its Net Debt (KOM) to Equity (KOM) ratio is less than or equal to [*****].

20.7 KIT Financial Covenants

(a) In this Clause 20.7:

"Bridge Financings" means bridge financing arrangements through fundraising with a maximum tenor of 18 months.

"Cash" means any credit balance on any deposit, savings, current or other account, and any cash in hand, of a member of the consolidated KIT Group which is:

(a) freely withdrawable on demand;

(b) not subject to any security or quasi security; and

"Consolidated Net Assets (KIT)" means the total book value of all assets of the KIT Group on a consolidated basis, as shown by the latest audited or unaudited balance sheet of the KIT Group provided pursuant to this Agreement, less the Total Debt.

"Equity (KIT)" means the total unitholders' funds as presented in the latest audited or unaudited balance sheet of the KIT Group provided pursuant to this Agreement.

"KIT Group" means KIT and each of its Subsidiaries.

"Net Debt (KIT)" means, at any particular time, the Total Debt at that time but deducting Cash held by all members of the KIT Group at that time.

"Total Debt" means the aggregate outstanding principal, nominal or capital amount (and any fixed or minimum premium payable on the prepayment or redemption) of all the indebtedness of the KIT Group, determined as indebtedness in accordance with the relevant GAAP but excluding:

(a) any marked-to-market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account) of any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price;

(b) any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease, and any finance lease that is in relation to "right of use" assets in accordance with SFRS (I) 16; and


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and any guarantee of that indebtedness, calculated on a consolidated basis as determined from the financial statements of KIT, provided that any amount outstanding or repayable in a currency other than SGD should on that day be taken into account:

(i) if any audited balance sheet of KIT has been prepared as at that day, in the SGD equivalent at the rate of exchange used for the purpose of preparing that balance sheet; and

(ii) in any other case, in the SGD equivalent at the rate of exchange that would have been used had an audited balance sheet of KIT been prepared as at that day in accordance with GAAP.

(b) The Borrower shall procure that KIT undertakes that this Clause 20.7 will be complied with from the date KIT becomes a Guarantor pursuant to, and in accordance with, the provisions of the Finance Documents until the applicable Guarantee Release Date.

(i) its Consolidated Net Assets (KIT) shall total at least SGD [*****];

(ii) its Net Debt (KIT) to Equity (KIT) ratio (exclusive of Bridge Financing) is less than or equal to [*****]; and

(iii) its Net Debt (KIT) to Equity (KIT) ratio (inclusive of Bridge Financing) is less than or equal to [*****].

20.8 Financial testing

The financial covenants set out in Clause 20 (Financial Covenants) shall be calculated in accordance with applicable GAAP (or, in the case of each applicable member of the KIT Group or KCL Group, SFRS) and tested on each date on which the Annual Financial Statements are delivered pursuant to Clause 19.3 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 19.5 (Provision and contents of Compliance Certificate).

21. General Undertakings

21.1 Undertaking to comply

The Borrower undertakes that this Clause 21 will be complied with by each Obligor throughout the Facility Period.

21.2 Use of proceeds

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


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21.3 Authorisations

Each Obligor shall promptly:

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

(b) supply certified copies to the Facility Agent of,

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

(i) enable it to perform its obligations under the Transaction Documents;

(ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and

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

21.4 Business integrity

Each Obligor shall conduct its businesses in compliance with all applicable Anti- Corruption Laws and Anti-Money Laundering Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

21.5 Compliance with laws

(a) The Borrower, the Operator and the Vessel Manager shall comply in all material respects with all laws and regulations (including Environmental Laws) to which it may be subject.

(b) Each other Obligor shall comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject and which, if breached, might have a Material Adverse Effect.

21.6 Anti-Corruption Law

(a) No Obligor shall (and shall, as relevant if such party is a Guarantor, ensure that each member of, in the case of GLNG, the GLNG Group; in the case of Golar MLP, the Golar MLP Group; or, in the case of KIT, KOM or any other relevant Subsidiary of KCL (as applicable), KOM, KIT or such Subsidiary of KCL and in each case their respective Subsidiaries connected to the Project Documents or the Finance Documents will not) directly or indirectly use the proceeds of the Facility for any purpose which would breach any applicable Anti-Corruption Law.


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KCL and in each case their respective Subsidiaries connected to the Project Documents or the Finance Documents will):

(i) conduct its businesses in compliance with applicable Anti-Corruption Laws; and

(ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

21.7 Sanctions and lawful use

(a) Each Obligor shall (and shall, as relevant if such party is a Guarantor, ensure that each member of, in the case of GLNG, the GLNG Group; in the case of Golar MLP, the Golar MLP Group; in the case of KIT, the KIT Group; or, in the case of KOM, a Subsidiary of KOM, or, in the case of any other relevant Subsidiary of KCL, such Subsidiary of KCL and its Subsidiaries will) comply with all applicable Sanctions. Without limited the generality of the foregoing, the Borrower shall ensure that:

(i) the ownership, operation, possession, use, leasing or any other dealing in respect of the Vessel by the Borrower shall not violate any Sanctions or that would cause any person to violate any Sanctions.

(ii) the Vessel shall not be located in a Sanctioned Country;

(iii) no Restricted Party will have any direct or indirect, legal or beneficial interest in the Vessel, nor will any Restricted Party or Sanctioned Country supply any inputs to, receive any output from or derive any other financial or economic benefit from the Vessel.

(b) Each Obligor shall (and shall, as relevant if such party is a Guarantor, ensure that each member of, in the case of GLNG, the GLNG Group; in the case of Golar MLP, the Golar MLP Group; in the case of KIT, the KIT Group; or, in the case of KOM, or, in the case of any other relevant Subsidiary of KCL, such Subsidiary of KCL and its subsidiaries will) procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party or any Affiliate of a Finance Party, to the extent crediting such bank account would lead to non-compliance by it, any Finance Party or any Affiliate of a Finance Party with any applicable Sanctions.

(c) No Obligor shall (and shall, as relevant if such party is a Guarantor, ensure that each member of, in the case of GLNG, the GLNG Group; in the case of Golar MLP, the Golar MLP Group; in the case of KIT, the KIT Group; or, in the case of KOM, or, in the case of any other relevant Subsidiary of KCL, such Subsidiary of KCL and its Subsidiaries will not) use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions.


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(d) The Borrower shall ensure that no Restricted Party will have any direct or indirect interest in any funds repaid or remitted by it in connection with the Facility resulting in a violation of Sanctions.

(e) The Borrower shall not, and shall not permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transaction contemplated by this Agreement for the purpose of financing any trade, business or other activities:

(i) with, involving or for the benefit of any Restricted Party or any Sanctioned Country; or

(ii) in any other manner that would reasonably be expected to result in any member of the GLNG Group, the Golar MLP Group, the KIT Group, an Acceptable Guarantor who is not KIT, any Subsidiary of KCL or any Lender being in breach of any Sanctions (if any to the extent applicable to any of them) or becoming a Restricted Party.

(f) The Borrower shall not permit or authorise and shall prevent the Vessel being used directly or indirectly:

(i) by any Restricted Party;

(ii) in any business which could reasonably be expected to expose the Vessel or the Finance Parties to enforcement proceedings or any other adverse consequences arising from Sanctions;

(iii) without prejudice to paragraphs (i) and (ii) above, in any way which is unlawful under international law or domestic laws of any relevant country;

(iv) to carry illicit or prohibited goods; and/or

(v) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated.

(g) Each Obligor shall, to the extent permitted by law and promptly upon becoming aware of them, supply to the Facility Agent details of any claim, action, suit, proceedings or investigation against that Obligor, any of its Subsidiaries or joint ventures, or any of their respective directors, officers or


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employees, with respect to any applicable Sanctions or if any such person becomes a Restricted Party.

21.8 Tax compliance

(a) Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 19.3 (Financial statements); and

(iii) such payment can be lawfully withheld,

provided that, in relation to an Obligor other than the Borrower and the Operator, incurring such penalties might have a Material Adverse Effect.

(b) Except as approved by the Majority Lenders, the Borrower and the Operator shall each maintain its residence for Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident for Tax purposes in any other jurisdiction.

21.9 Change of business

(a) Except as approved by the Majority Lenders, no substantial change will be made to the general nature of the business of the Borrower and the Operator taken as a whole from that carried on at the date of this Agreement.

(b) Except as approved by the Majority Lenders and for so long as it is the Vessel Manager, the Original Vessel Manager will maintain its business as a manager of FLNG facilities.

(c) The Borrower shall be and remain a special purpose company and the Operator shall be limited in the scope of operations to the Project, in each case, for the duration of the Facility Period.

(d) For the duration of the Facility Period, the Operator shall not undertake any trading or business activities other than in relation to the Project and the transactions contemplated by the Transaction Documents.

21.10 Merger

Except as approved by the Majority Lenders, the Borrower and the Operator shall not enter into any amalgamation, demerger, merger, consolidation, domiciliation, legal migration or corporate reconstruction or conversion or merger into or incorporation as a European public limited liability company (Societas Europaea).


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21.11 Further assurance

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

(i) to perfect the Security Interests created or intended to be created by that Obligor under, or evidenced by, the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Trustee and/or any other Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Trustee and/or any other Finance Party Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents;

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents in accordance with the terms of the Security Documents; and/or

(iv) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with Clause 33.1 (Assignments and transfers by the Lenders).

(b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Trustee and/or any other Finance Parties by or pursuant to the Finance Documents.

(c) The Borrower shall provide all necessary co-operation and assistance or, as the case may be, procure that the same is provided to enable each of the Technical Bank and the LTA to fulfil its duties and conduct the review of the Project required pursuant to the scope of work set forth in Schedule 9 (LTA's Scope of Work) and to report to the Facility Agent and the Security Trustee (on behalf of the other Finance Parties) with its conclusion and technical reports.

21.12 Negative pledge in respect of Charged Property

Except for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property.


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21.13 Environmental matters

No Obligor will violate any Environmental Laws (and any consents, licences or approvals obtained under them) applicable to the Vessel in a material way.

21.14 Status of Operator

The Borrower undertakes to procure that the Operator will remain a wholly-owned Subsidiary of the Borrower for the Facility Period.

21.15 Change to Owner Credit Support Provider

The Borrower undertakes to notify the Facility Agent of any change to any Owner Credit Support Provider promptly after any such change becomes effective in accordance with the LOA.

22. Conversion Period

22.1 Undertaking to comply

The Borrower undertakes that this Clause 22 will be complied with by itself, the Operator and the Supervisor and, if applicable, the Original Vessel Manager throughout the period commencing from the date of this Agreement until the earlier of the Warranty End Date and the end of the Facility Period.

22.2 Builder's Risks Insurances

The Vessel shall be properly insured in accordance with the Main Building Contract and the Borrower shall do everything the Facility Agent may require to protect the Security Trustee's interest as assignee of, or beneficiary under, the Builder's Risks Insurances.

22.3 Project Documents

(a) The Borrower shall, and shall procure that each other Obligor shall, duly and punctually perform, comply with and observe each of its respective obligations under each Project Document to which it is a party and use its reasonable endeavours to ensure that each other party to them performs their obligations under the Project Documents in each case to the extent that the failure to do so has or may reasonably be expected to have a Material Adverse Effect on any Obligor's ability to perform its obligations under the Project Documents.

(b) The Borrower shall, and shall procure that each other Obligor shall, maintain and enforce its respective rights under the Project Documents in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect on any Obligor's ability to perform its obligations under the Project Documents.

(c) If the Borrower and/or any other Obligor has the right to terminate a Project Document, the Borrower shall, and shall procure that any Obligor shall, (i) not


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exercise that right without the written consent of the Facility Agent and (ii) exercise that right if so directed by the Facility Agent if an Event of Default is continuing.

(d) The Borrower shall not (and shall procure that no other Obligor shall), without the prior written consent of the Facility Agent (not to be unreasonably withheld), permit or agree or consent to:

(i) any variation or series of variations to the Works or any changes to the design or conversion of the Vessel (either alone or together with all other variations and changes) would or is reasonably likely to materially alter the Specifications;

(ii) any material change to the Specifications,

which would result in Substantial Cost Overruns and where the Borrower has failed to comply with Clause 22.6 (Substantial Cost Overruns).

22.4 Liens

There will be no Security on the Vessel save for Permitted Security Interests.

22.5 Project Budget Statement, progress and other project information

The Borrower shall deliver to the Facility Agent:

(a) quarterly written updates (in an approved form and signed by two directors each on behalf of the Borrower and the Operator) to the Facility Agent regarding the status and progress of the conversion of the Vessel including an updated Project Budget Statement in the agreed form evidencing any changes to the Project Budget, as verified by the LTA:

(b) promptly upon becoming aware of them, details of any changes to, or changes of status in, the Project Schedule, the Preliminary Agreement or any Project Document, which could lead to, amongst other things, changes to the parties thereto, the operating status of the Vessel and material increases in costs to be borne by the Borrower and/or Operator;

(c) promptly upon becoming aware of them, details of any defect in the Vessel, and any rectification or modification works undertaken in respect of the technology relevant to the Vessel, or any proposed suspension of works, in all cases in accordance with the EPC Contracts; and

(d) upon the Facility Agent's request, such other information as the Facility Agent may require about the conversion of the Vessel and the materials allocated to the Vessel or the EPC Contracts.


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22.6 Substantial Cost Overruns

If a Substantial Cost Overrun occurs during the Construction Phase, in respect of such Substantial Cost Overrun:

(a) the Borrower shall immediately notify the Facility Agent and provide to the Facility Agent an updated Project Budget Statement taking into account all Cost Overruns, as verified by the LTA; and

(b) to the extent the Substantial Cost Overrun is attributable to any EPC Contractor or the Lessee, evidence that the Substantial Cost Overrun has been paid by the relevant EPC Contractor or the Lessee (as applicable); or

(i) an appropriate amount of Shareholder Funding shall be made available to the Borrower to cover such Substantial Cost Overrun; or

(ii) the Borrower delivers a Letter of Credit from an Approved Issuer to the Facility Agent to cover the full amount of such Substantial Cost Overrun.

22.7 Notification of certain events under the EPC Contracts

The Borrower shall promptly notify the Facility Agent:

(a) if any party begins an arbitration under the EPC Contracts;

(i) of the identity of the arbitrators; and

(ii) of the conclusion of the arbitration and the terms of any arbitration award;

(b) if either party cancels, rescinds, repudiates or otherwise terminates any EPC Contract (or purports to do so);

(c) if a material dispute arises under any EPC Contract (including, without limitation, any dispute which could give rise to any party to that EPC Contract to terminate that EPC Contract, which is referred to managing negotiations, in relation to any claim under a warranty of indemnity or which may lead to delays in the Works or Cost Overruns);

(d) if the Borrower (or the Lessee) rejects the Vessel (or purports to do so); or

(e) if the Vessel becomes a Total Loss or partial loss or is materially damaged.


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22.8 Enforcement of rights

The Borrower shall do everything which the Facility Agent requires for the purpose of enforcing the rights of the Borrower under the EPC Contracts and allow its name to be used by the Security Trustee for that purpose.

22.9 Sale or other disposal

From the first Utilisation, the Borrower will not dispose of its rights under any EPC Contract or agree to do so except pursuant to the Finance Documents.

22.10 Releases and waivers

There shall be no release of any of the EPC Contractors or Parent Guarantors from any of their respective obligations under the EPC Contract Documents, no waiver of any breach of such obligations and no consent to anything which would otherwise be such a breach.

22.11 Rejection and cancellation

The Borrower shall not exercise any right which it may have to reject the Vessel or cancel or rescind or otherwise terminate any EPC Contract Document.

22.12 Movement of Vessel

(a) Other than as required pursuant to the EPC Contracts and prior to Sailaway, the Borrower shall not allow the Vessel to be taken outside of Singapore except that, where there is an emergency during sea trials which requires that the Vessel is taken urgently to any place within the jurisdiction of the courts of another country, the Vessel may be taken to such possible and feasible place or zone as shall be nearest to the place in which such emergency shall have arisen.

(b) The Facility Agent shall be notified of the happening of such emergency within 24 hours and notified of where the emergency happened and of the place where the Vessel has been or is being taken.

22.13 Movement of parts

The Borrower shall not allow any machinery, equipment or materials which are part of the Vessel or which are appropriated to the Vessel to be removed outside Singapore except as and when necessary to repair or replace them or as required pursuant to the EPC Contracts.

22.14 Conversion Yard

The Borrower shall not permit the Builders to assemble or launch the Vessel other than at the Conversion Yard specified in Schedule 2 (Vessel Information) or as required pursuant to the EPC Contracts.


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22.15 Redelivery Date documents

On or around the Redelivery Date and prior to Sailaway, the Borrower shall deliver to the Facility Agent, or its duly authorised representative, the following documents and evidence in form and substance satisfactory to the Facility Agent:

(a) an updated Technical Report verifying:

(i) that the Vessel has been converted into a FLNG Facility in accordance with basis of design under the EPC Contracts to meet the performance requirements under the LOA;

(ii) that the Vessel complies with all relevant engineering health and safety standards, environmental standards including requirements of the Classification Society, Flag State and other applicable international standards;

(iii) that the Sailaway hold point under the LOA has been achieved;

(iv) that the operating plan required under the LOA has been submitted and approved by the Lessee;

(v) that no Substantial Cost Overrun has occurred that has not been resolved in accordance with Clause 22.6 (Substantial Cost Overruns); and

(vi) an updated Project Budget Statement;

(b) a certificate from a duly authorised officer of the Builder confirming that there are no current or pending claims under the EPC Contracts to which each is a party;

(c) an updated insurance opinion by the Insurance Advisor satisfactory to the Lenders together with any relevant Insurances and letters of undertaking from insurers in accordance with Clause 25 (Insurance), including mortgagee's interest insurance in accordance with Clause 25.6 (Mortgagee's insurance);

(d) copies of:

(i) the FLNG Facility's management agreement, together with copies of the Vessel Managers' Document of Compliance;

(ii) the Vessel's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires);

(iii) any documents required under the ISM Code and the ISPS Code in relation to the Vessel (including, without limitation, a valid International Ship Security Certificate); and


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(iv) such documents relating to the Vessel including, but not limited to registration, class and insurances, as reasonably required by the Facility Agent; any other document, authorisation, opinion or assurance reasonably required by the Facility Agent to be specified and agreed with the Borrower; and

(e) all of the documents and evidence required to be delivered pursuant to Clause 4.2 (Conditions precedent to each Advance) in form and substance satisfactory to the Facility Agent.

22.16 Final Acceptance documents

(a) On or before the Final Acceptance Date, the Borrower shall deliver to the Facility Agent, or its duly authorised representative, the following documents and evidence in form and substance satisfactory to the Facility Agent:

(i) a signed Certificate of Acceptance under the LOA;

(ii) if there have been changes to the Insurances or, if applicable, Reinsurances since receipt of the insurance opinion delivered pursuant to Clause 22.15 (Redelivery Date documents), an updated insurance opinion from the Insurance Advisor in form and substance to the Lenders, together with any relevant Insurances, Reinsurances and letters of undertaking from the insurers in accordance with Clause 25 (Insurance);

(iii) copies of the valuation reports to be delivered on or before Final Acceptance in accordance with Clause 26.3 (Valuation frequency);

(iv) an updated Technical Report verifying:

(A) the Vessel has passed its Acceptance Tests and the Acceptance Appraisals Period (each as defined in the LOA) or that the Lessee has otherwise agreed to accept the Vessel pursuant to clause 7.13 (Acceptance Testing) of the LOA and otherwise that the terms of Final Acceptance have been met;

(B) that any concerns or outstanding matters raised by the LTA in the previously issued Technical Reports have been adequately addressed; and

(v) a certificate from a duly authorised officer of the B&V Consortium confirming that there are no current or pending claims under the EPC Contracts to which each is a party;


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(vi) a duly executed Performance Guarantee together with evidence satisfactory to the Facility Agent that the Performance Guarantor is valid, binding and enforceable in accordance with its terms;

(vii) a copy of the most recent version of the Work Programme and Budget; and

(viii) evidence that the Balance of the Debt Service Reserve Account is at least equal to the Debt Service Reserve.

(b) Following receipt by the Facility Agent of the documents and evidence delivered pursuant to paragraph (a) above in form and substance satisfactory to it, and provided that no Potential Event of Default or Event of Default has occurred and is continuing, the Facility Agent shall instruct the Security Trustee to release each Payment Guarantee (the date of such instruction being the "Payment Guarantee Release Date").

23. Dealings with Vessel

23.1 Undertaking to comply

The Borrower undertakes that this Clause 23 will be complied with by itself, the Operator and the Vessel Manager in relation to the Vessel throughout the Mortgage Period.

23.2 Vessel's name and registration

(a) The name of the Vessel shall only be changed after prior notice to the Facility Agent.

(b) The Vessel shall be registered in the name of the Borrower with the relevant Registry under the laws of its Flag State. The Vessel shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State).

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

23.3 Sale or other disposal of Vessel

(a) Subject to paragraph (b) below, the provisions of Clause 7.7 (Sale of Vessel) or otherwise pursuant to the Finance Documents or the LOA, the Borrower will not sell, or agree to, transfer, abandon or otherwise dispose of the Vessel or the FLNG Facility or any share or interest in it.

(b) The occurrence of an MLP Drop Down will not constitute a sale of the Vessel for the purposes of this Clause 23.3.

(c) Any ship (including the Vessel) controlled by the Borrower or sold to an intermediary with the intention of being scrapped shall be recycled at a


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recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or the EU Ship Recycling Regulation.

23.4 Borrower, Operator, Supervisor and Vessel Manager

(a) The supervision of the Works during the Conversion Period shall be performed by the Borrower, the Operator, the Supervisor or any other management company appointed by the Operator and approved by the Lenders.

(b) The technical management of the Vessel shall be performed by the Operator or the Original Vessel Manager or, provided that it has delivered a duly executed Vessel Manager's Undertaking to the Security Trustee, Golar Management Norway AS or any other management company appointed by the Operator and approved by the Lenders and the Lessee.

(c) A supervisor of the conversion of the Vessel other than the Operator or the Supervisor, or a manager of the Vessel other than the Operator or the Original Vessel Manager, shall not be appointed unless that supervisor or manager and the terms of its appointment are approved by the Lenders and it has delivered a duly executed a Supervisor's Undertaking or a Vessel Manager's Undertaking (as applicable) to the Security Trustee. Other than Permitted Amendments, there shall be no change to the terms of appointment of a supervisor or vessel manager whose appointment has been approved unless such change is also approved by the Lenders.

(d) Upon the occurrence of an Event of Default that is continuing, the Facility Agent shall have the right to appoint a new vessel manager, supervisor or operator of the Vessel, subject to the terms of the Quiet Enjoyment Agreement.

23.5 Copy of Mortgage on board

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

23.6 Notice of Mortgage

A framed printed notice of the Mortgage shall be prominently displayed in the navigation room and in the master's cabin of the Vessel. The notice must be in plain type and read as follows:

"NOTICE OF MORTGAGE


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This Vessel is subject to a first mortgage in favour of ING Bank N.V. of Bijlmerplein 888, 1102 MG Amsterdam, The Netherlands. Under the said mortgage and related documents, neither the Owner nor any Lessee nor the Master of this Vessel has any right, power or authority to create, incur or permit to be imposed upon this Vessel any commitments or encumbrances whatsoever other than for crew's wages and salvage".

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

23.7 Conveyance on default

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

23.8 Chartering and other sub-contracts

The Borrower shall not enter into any charter commitment for the Vessel (except for the LOA or the bareboat charter in accordance with the LOA and the Quiet Enjoyment Agreement) or permit the Lessee to enter into any charter commitment or sub-contract in respect of the Vessel (except as pre-agreed in the LOA or the bareboat charter in accordance with the LOA and the Quiet Enjoyment Agreement) without prior written consent of the Lenders.

23.9 Lay up

From Final Acceptance, the Vessel shall not be laid up or deactivated except with the consent of the Majority Lenders.

23.10 Sharing of Earnings

The Borrower shall not enter into any arrangement under which its Earnings from the Vessel may be shared with anyone else.

23.11 Relocation of the FLNG Facility

Except in accordance with the Quiet Enjoyment Agreement, the Borrower shall not agree to any Change in Location other than the Permitted Location for the normal operational duties of the Vessel.

24. Condition and operation of the Vessel

24.1 Undertaking to comply

The Borrower undertakes that this Clause 24 will be complied with by itself, the Operator and the Vessel Manager in relation to the Vessel throughout the Mortgage Period following Redelivery.


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24.2 Defined terms

In this Clause 24 and in Schedule 3 (Conditions Precedent):

"applicable code" means any code or prescribed procedures required to be observed by the Vessel or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code).

"applicable law" means all laws and regulations applicable to vessels registered in the Flag State of the Vessel, or which for any other reason apply to the Vessel, or to its condition or operation at any relevant time.

"applicable operating certificate" means any certificates, vessel response plans, or other document relating to the Vessel or its condition or operation required to be in force under any applicable law or any applicable code.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) (as amended by MSC 104(73) and A.913(22) (superseding A.788(19)) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention 1974), and includes any extensions of it and any regulations issued under it, as the same may be amended, supplemented or superseded from time to time.

"ISPS Code" means the International Ship and Port Facility Security Code of the International Maritime Organization incorporated into the Safety of Life at Sea Convention 1974 and includes any amendments or extensions of it and any regulation issued pursuant to it, as the same may be amended, supplemented or superseded from time to time.

24.3 Repair and operation

The Borrower shall, and shall procure that (i) the Vessel Manager, and (ii) GLNG, or after a full Golar MLP Drop Down to Golar MLP, Golar MLP, will ensure that:

(a) the Vessel is crewed and operationally ready at all times in accordance with the LOA and is capable of operating within the performance standards and the Operating Plan (as defined in the LOA); and

(b) the Vessel is operated at all times in accordance with its design requirements as a FLNG Facility under the LOA and subject to any limitations placed on such operation by that design, by any regulatory authority or the Classification Society or any manufacturer or repairer of the Vessel or any part thereof.

24.4 Modification

Except:

(a) with the approval of the Lenders;


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(b) as required in order to comply with the Borrower's obligations under the LOA; or

the structure, type or performance characteristics of the Vessel shall not be modified in any way which might reasonably be expected to alter the Vessel in a manner than would reduce its value by, or in excess of, $10,000,000, and provided that in the case of (b) and (c) above the Borrower provides evidence reasonably satisfactory to the Facility Agent that (x) the Lessee has agreed to pay in advance for such modifications or (y) to the extent not paid for by the Lessee in advance, adequate financial reserves have been made available to the Borrower to pay for such modifications which do not in any way adversely impact the Borrower's obligations under this Agreement.

24.5 Removal of parts

No part of the Vessel or any equipment shall be removed from the Vessel if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the Borrower free of any Security Interest except under the Security Documents) or unless repaired under Clause 24.3 (Repair and operation).

24.6 Third party owned equipment

Equipment owned by a third party shall not be installed on the Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Vessel, or incurring significant expense.

24.7 Maintenance of class; compliance with laws and codes

The class of the Vessel shall be the Classification and there shall be no material overdue recommendations or material adverse notations. The Vessel shall and the Borrower, the Operator and the Vessel Manager shall comply with all applicable laws, regulations (statutory or otherwise), and the requirements of all applicable codes and international conventions, including the requirements of the Classification Society and the Flag State. There shall be kept in force and on board the Vessel or in such person's custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Vessel or to be in such person's custody.

24.8 Inspection and notice of dry-docking

(a) The Facility Agent and/or surveyors or other persons appointed by the Facility Agent for such purpose shall have the right, but not the obligation, to board the Vessel to inspect it and be given all proper facilities needed for that purpose, subject to the Facility Agent providing at least thirty (30) days prior written notice to the Borrower in respect of the inspection.


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(b) Any inspection undertaken by the Facility Agent and/or surveyors or other persons appointed by the Facility Agent for such purpose must not unreasonably interfere with the Vessel's normal operations.

(c) The Borrower shall bear, and reimburse to the Facility Agent where incurred by the Facility Agent, all costs and expenses associated with the first inspection of the Vessel in a given calendar year in accordance with paragraph (a) above (the "First Inspection").

(d) Except where a Potential Event of Default has occurred and is continuing, if the Facility Agent and/or surveyors or other persons appointed by it inspects the Vessel more than once per calendar year in accordance with paragraph (a) above, the Facility Agent shall bear all costs and expenses associated with all inspections other than the First Inspection for that calendar year.

(e) The Facility Agent shall be given reasonable advance notice by the Borrower of any intended dry-docking of the Vessel (whatever the purpose of that dry-docking).

24.9 Prevention of arrest

All debts, damages, liabilities and outgoings of any Obligor which have given, or may give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Vessel, its Earnings or Insurances shall be promptly paid and discharged.

24.10 Release from arrest

The Vessel, its Earnings and Insurances shall promptly be released from any arrest, detention, attachment or levy, and any legal process against the Vessel shall be promptly discharged, by whatever action is required to achieve that release or discharge.

24.11 Payment of outgoings

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

24.12 Repairers' liens

The Vessel shall not be put into any other person's possession for work to be done on the Vessel if the cost of that work will exceed or is likely to exceed the Major Casualty Amount unless that person gives the Security Trustee a written undertaking in approved terms not to exercise any lien on the Vessel or its Earnings for any of the cost of such work.

24.13 Maintenance of records

The Borrower shall and shall procure that the Vessel Manager shall maintain all such records, logs, manuals, technical data and other materials and documents that are


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required to be maintained in respect of the Vessel in the English language so as to comply with any applicable laws or the requirements of the Classification Society and keep accurate, complete and up-to-date logs and records for maintenance, repairs, alterations, modifications and additions to the Vessel and, at any time on reasonable notice from the Facility Agent, shall permit the Facility Agent or its representatives to examine and take copies of such logs and records.

25. Insurance

25.1 Undertaking to comply

The Borrower, the Operator and the Original Vessel Manager undertakes that this Clause 25 shall be complied with by each Obligor in relation to the Vessel, the Vessel and the Insurances any Obligor is a party throughout the Mortgage Period.

25.2 Insurance terms

In this Clause 25:

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

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

"hull cover" means insurance cover against the risks identified in paragraph (i) of Clause 25.3 (Coverage required).

"minimum hull cover" means an amount equal at the relevant time to one hundred and twenty per cent. (120) of the aggregate of (a)] the Loan and (b) the aggregate of the Hedging Exposures of all of the Hedging Banks at that time at the relevant time.

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

25.3 Coverage required

(a) With effect from the first Utilisation Date up to and including the Redelivery Date, the Vessel shall be insured under the Builder's Risk Insurances:

(i) against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks)


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on an agreed value basis, for at least its minimum hull cover and no less than its market value;

(ii) against P&I risks for an amount not less than $500,000,000;

(iii) against such other risks and matters which the Facility Agent notifies it that it considers reasonable for a prudent FLNG Facility owner or operator to insure against at the time of that notice and against which insurance is generally taken out by leading operators of FLNG Facilities;

(iv) on terms which comply with the other provisions of this Clause 25;

(v) against workmen's compensation and employer's liability as prescribed by the applicable laws of Singapore; and

(vi) general commercial liability with a limit of not less than $10,000,000 per occurrence and $10,000,000 in aggregate.

(b) Following the Redelivery Date and until the expiry of the Facility Period, the Vessel shall at all times be insured:

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

(ii) against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Vessel (but, in relation to liability for pollution, for an amount of not less than the higher of (A) $1,000,000,000 and (B) the minimum amount required under the LOA);

(iii) against loss of hire in an approved amount;

(iv) against such other risks and matters which are reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

(v) on terms which comply with the other provisions of this Clause 25.

(i) workmen's compensation and employer's liability or the equivalent thereof covering its employees as prescribed by the states and/or residences of such employees; and

(ii) commercial general liability with a limit of not less than $10,000,000 per occurrence and $10,000,000 in aggregate.


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(d) To the extent that the Vessel is required to be insured by local primary insurers, to the extent permitted by local law, the Borrower shall arrange for one hundred per cent. (100%) of any primary Insurances to be reinsured with leading international insurers acceptable to the Lenders, acting in consultation with the Insurance Advisor, each of whom is of sound financial standing and international repute, with a credit rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services, A.M. Bests or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency, and is otherwise acceptable to the Lenders. Notwithstanding the foregoing, up to five per cent (5%) of war risks insurances may be placed with insurers with a lower credit rating provided that such insurers have satisfied all other requirements of this clause and is otherwise acceptable to the Lenders. Notwithstanding the foregoing, if the Norwegian War Club is used to insure war risks, it will be acceptable to the Lenders unless otherwise indicated.

25.4 Placing of cover

The insurance coverage required by Clause 25.3 (Coverage required) shall be:

(a) in the name of the Borrower and (in the case of the Vessel's hull cover) no other person (other than the Security Trustee and any other Finance Party required by the Facility Agent, if required by the Facility Agent) (unless such other person is approved and, if so required by the Facility Agent, has duly executed and delivered a first priority assignment of its interest in the Insurances of the Vessel to the Security Trustee (and any other Finance Party required by the Facility Agent) in an approved form and provided such supporting documents and opinions in relation to that assignment as the Facility Agent requires);

(b) if the Facility Agent so requests, in the joint names of the Borrower and the Security Trustee (and any other Finance Party required by the Facility Agent) (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Trustee or such Finance Party for premiums or calls);

(d) arranged through Approved Brokers or direct with approved insurers or protection and indemnity or war risks associations;

(e) on approved terms and with approved insurers or associations; and

(f) placed with reputable and internationally recognised insurers in leading primary insurance markets who normally participate in insurance for offshore and maritime assets, or otherwise with reputable and internationally recognised reinsurers in leading primary insurance markets and satisfying the requirements set out in Clause 25.3(d). If such Reinsurances are required to be


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provided, the Borrower shall promptly notify the Facility Agent and procure that the Facility Agent receives (at the cost of the Borrower):

(i) Reinsurances Security, duly executed by the Insurer;

(ii) a legal opinion from counsel acceptable to the Facility Agent in relation to the due execution and enforceability of such Reinsurances Security; and

(iii) an updated insurance opinion by the Insurance Advisor satisfactory to the Lenders together with the relevant Reinsurances and letters of undertaking from the reinsurers in accordance with this Clause 25,

each in form and substance satisfactory to the Facility Agent.

25.5 Deductibles

The aggregate amount of any excess or deductible under the hull cover of the Vessel and the Vessel shall not exceed an approved amount.

25.6 Mortgagee's insurance

The Borrower shall promptly reimburse to the Facility Agent the cost (as conclusively certified by the Facility Agent) of taking out and keeping in force in respect of the Vessel on approved terms, or in considering or making claims under a mortgagee's interest insurance for the benefit of the Finance Parties for an amount up to one hundred and twenty per cent. (120%) of the aggregate of (a) the Loan and (b) the aggregate of the Hedging Exposures of all of the Hedging Banks at that time.

25.7 Fleet liens, set off and cancellations

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

(a) set off against any claims in respect of the Vessel any premiums due in respect of any of such other vessels insured; or

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

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

25.8 Payment of premiums

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


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25.9 Details of proposed renewal of Insurances

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

25.10 Instructions for renewal

At least seven days before any of the Insurances are due to expire, instructions shall be given to brokers, insurers and associations (and copied to the Facility Agent and the Insurance Advisor) for them to be renewed or replaced on or before their expiry.

25.11 Confirmation of renewal

The Insurances shall be renewed upon their expiry in a manner and on terms which comply with this Clause 25 and confirmation of such renewal given by the Insurance Advisor to the Facility Agent as promptly as practically possible and at least seven days (or such shorter period as may be approved) before such expiry.

25.12 P&I guarantees

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

25.13 Insurance documents

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

25.14 Letters of undertaking

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


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25.15 Insurance Notices and Loss Payable Clauses

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

25.16 Insurance correspondence

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

25.17 Qualifications and exclusions

All requirements applicable to the Insurances shall be complied with and the Insurances shall only be subject to generally accepted exclusions or qualifications.

25.18 Independent report

At the request of the Facility Agent, the Insurance Advisor shall provide a detailed report giving their opinion on the adequacy of the Insurances and, if applicable, Reinsurances at no cost to the Facility Agent or (if the Facility Agent obtains such a report itself) the Borrower shall reimburse the Facility Agent for the cost of obtaining that report provided that, except if an Event of Default is continuing or there has been any material change or amendment to the Insurances and, if applicable, Reinsurances for which the Facility Agent requires such a report, a maximum of one report per year will be for the Borrower's account.

25.19 Collection of claims

All documents and other information and all assistance required by the Facility Agent to assist it and/or the Security Trustee in trying to collect or recover any claims under the Insurances and/or, if applicable, Reinsurances shall be provided promptly.

25.20 Employment of Vessel

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

25.21 Declarations and returns

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


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25.22 Application of recoveries

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

25.23 Settlement of claims

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

25.24 Prejudicial action

The Borrower shall not take or omit to take any action which would, or would be reasonably likely to, prejudice the validity, enforceability, priority or effectiveness of, or lead to the revocation, avoidance, suspension, rescission or termination of, any of the Insurances or, if applicable, Reinsurances.

25.25 Change in insurance requirements

If the Facility Agent gives notice to the Borrower to change the terms and requirements of this Clause 25 (which the Facility Agent may only do, acting reasonably, as a result in changes of circumstances or practice after the date of this Agreement), this Clause 25 shall be modified in the manner so notified by the Facility Agent on the date 14 days after such notice from the Facility Agent is received.

26. Minimum Security Value

26.1 Undertaking to comply

The Borrower undertakes that this Clause 26 will be complied with from Final Acceptance and thereafter throughout the Mortgage Period.

26.2 Valuation of assets

For the purpose of the Finance Documents, the value at any time of the Vessel or any other asset over which additional security is provided under this Clause 26 will be its value as most recently determined in accordance with this Clause 26.

26.3 Valuation frequency

The Borrower shall arrange for a valuation of the Vessel and each such other asset, as determined by an Approved Valuer, to be provided to the Facility Agent:

(a) on or immediately before Final Acceptance, and on each anniversary of Final Acceptance thereafter until the end of the Facility Period; and

(b) as often as may be reasonably required by the Facility Agent, except if an Event of Default is continuing, in which case such valuation may be required by the Facility Agent at any time,


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in each case, evidencing that the Security Value is higher than the Minimum Value.

26.4 Expenses of valuation

The Borrower shall bear, and reimburse to the Facility Agent where incurred by the Facility Agent, all reasonable and documented costs and expenses of providing a valuation upon Final Acceptance and annually thereafter or otherwise at any time after the occurrence of an Event of Default which is continuing.

26.5 Valuations procedure

The value of the Vessel shall be determined by Approved Valuers in accordance with this Clause 26. Additional security provided under this Clause 26 shall be valued in such a way, on such a basis and by such persons (including the Facility Agent itself) as may be agreed in writing by the Borrower and the Facility Agent (on the instructions of the Majority Lenders).

26.6 Currency of valuation

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

26.7 Basis of valuation

Each valuation made by an Approved Valuer addressed to the Facility Agent in its capacity as such and made by taking into account:

(a) the Vessel and all installation, facilities and equipment on board for the purposes of the Project and owned by the Borrower;

(b) any intellectual property rights in connection with paragraph (a) above; and

26.8 Information required for valuation

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

26.9 Approval of valuers

All valuers must be Approved Valuers.


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26.10 Appointment of valuers

When a valuation is required for the purposes of this Clause 26, the Facility Agent or, if so approved at that time, the Borrower shall promptly appoint Approved Valuers to provide such a valuation. If the Borrower is approved to appoint valuers but fails to do so promptly, the Facility Agent may appoint Approved Valuers to provide that valuation.

26.11 Number of valuers

Each valuation may be carried out by a single Approved Valuer nominated by the Facility Agent if the Borrower and the Facility Agent agree to that valuation being provided by a single valuer. If they do not agree to a single valuer being used, the valuation must be carried out by two Approved Valuers of whom one shall be nominated by the Facility Agent and the other by the Borrower. If the Borrower fails promptly to nominate a second valuer then the Facility Agent may nominate the second valuer.

26.12 Differences in valuations

If valuations provided by individual valuers differ, the value of the Vessel for the purposes of the Finance Documents will be the mean average of those valuations.

26.13 Security shortfall

(a) If at any time the Security Value is less than the Minimum Value, the Facility Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within twenty one (21) days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may:

(i) procure one or more Letter of Credit from an Approved Issuer; and/or

(ii) provide alternative security acceptable to the Facility Agent acting on the instructions of all of the Lenders or cash collateral; and/or

(iii) cancel part of the Active Facility under Clause 7.3 (Voluntary cancellation) and/or prepay under Clause 7.4 (Voluntary prepayment) (but on five (5) Business Days' notice instead of the period required by such clause) a corresponding amount of the Loan,

provided that that aggregate amount under paragraphs (i), (ii) and (iii) above is equal to or greater than the Minimum Value minus the Security Value at that time.

(b) Any cancellation of part of the Active Facility pursuant to paragraph (a)(iii) above shall reduce the Total Commitments by the same amount.


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26.14 Creation of additional security or cash collateral

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

(a) in the case of cash collateral, such cash has been received by the Facility Agent to the account notified to the Borrower in writing;

(b) in the case of additional security:

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

(ii) a Security Interest over that security has been constituted in favour of the Security Trustee or (if appropriate) the Finance Parties in an approved form and manner;

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

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

26.15 Release of additional security or cash collateral

If:

(a) after the Borrower has provided additional security or cash collateral in accordance with Clause 26.14 (Creation of additional security or cash collateral), the Borrower provides a valuation in accordance with this Clause 26 evidencing that the Security Value is higher than the Minimum Value, then the Security Trustee or, if cash collateral has been provided, the Facility Agent shall, at the written request and cost of the Borrower, release such additional security or cash collateral as soon as reasonably practicable, provided that no Potential Event of Default has occurred and is continuing or would result from, and that the Security Value would remain higher than the Minimum Value following, in each case, the release of such additional security or cash collateral;

(b) on the Final Repayment Date, if the Facility Agent is holding a positive balance of cash collateral provided in accordance with Clause 26.14 (Creation of additional security or cash collateral), such balance shall be applied by the


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Facility Agent towards satisfaction of the outstanding Loan on the Final Repayment Date.

27. General Project Undertakings

27.1 Undertaking to comply

The Borrower undertakes that this Clause 27 will be complied with by the Obligors in relation to the Vessel and the LOA Documents throughout the Mortgage Period.

27.2 Project Documents

(c) If the Borrower and/or any other Obligor has the right to terminate a Project Document, the Borrower shall, and shall procure that any Obligor shall, (i) not exercise that right without the written consent of the Facility Agent and (ii) exercise that right if so directed by the Facility Agent if an Event of Default is continuing.

(d) The Borrower shall not (and shall procure that no other Obligor shall), without the prior written consent of the Facility Agent, permit or agree or consent to:

(i) save as permitted under this Agreement, any amendment or variation of, or waiver or release of a party's obligations or liabilities under, any Project Document or a Shareholder Loan Agreement, other than Permitted Amendments;

(ii) except as expressly required under the Finance Documents, the assignment or transfer of a Project Document, Environmental Licence or Project Authorisation by the Borrower or any EPC Contractor; or

(iii) except as expressly required or permitted under the Finance Documents, any party to a Project Document assigning or transferring that party's rights or obligations under that Project Document.


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27.3 LOA

Except with the approval of the Lenders save for the Permitted Amendments:

(a) the LOA Documents shall not be varied;

(b) there shall be no release by the Borrower of any obligation of any other person under the LOA Documents (including by way of novation or assignment), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach; and

(c) the Borrower shall not terminate or rescind any LOA Document or withdraw the Vessel from service under the LOA or take any similar action.

27.4 LOA performance

The Borrower shall perform its obligations under the LOA Documents and use its reasonable commercial efforts to ensure that each other party to them performs their obligations under the LOA Documents.

27.5 Notice of assignment

The Borrower shall give notice of assignment of the LOA Documents to the other parties to them in the form specified by the Security Assignment and shall ensure that the Facility Agent receives a copy of that notice acknowledged by each addressee in the form specified therein on or before the date of the Mortgage.

27.6 Information undertakings

The Borrower shall deliver to the Facility Agent:

(a) copies of material notices received by or on behalf of the Borrower or issued by or on behalf of the Borrower under any of the Project Documents and which have not previously been provided, promptly upon receipt or delivery of the same;

(b) on a monthly basis, in respect of the previous month, (i) details of any fine levied and charges made by the Lessee pursuant to the LOA (including the amount of each such fine and, to the extent available to the Borrower, the basis on which the fine was levied, including but not limited to all LOA Liquidated Damages and (ii) details of any Normal Dayrate reduction event which results in a reduction in Normal Dayrate and (iii) details of any period of off hire incurred which results in a suspension of the Lessee's obligation to pay Normal Dayrate or the amount by which the anticipated Normal Dayrate for that period has been reduced.

(c) upon becoming aware of the same, details of any FM Event (as defined in the LOA) and action being taken by the Lessee and/or the Borrower in respect of such FM Event;


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(d) upon becoming aware of the same, details of the Vessel being Requisitioned (as defined in clause 17.4 (Requisition of FLNG Facility) of the LOA) and action being taken the Lessee and/or Borrower in respect of such event;

(e) annually, within thirty (30) days of its approval by the Lessee, a copy of the Vessel Operating Budget;

(f) copies of material notices received by or on behalf of the Borrower or issued by or on behalf of the Borrower under any of the Project Documents and which have not previously been provided;

(g) upon becoming aware of the same, details of any breach by any party to a Project Document and action being taken by the Borrower and any other Obligor in respect of such breach;

(h) promptly upon being aware of the same, payment made or to be made under any Lessee Credit Support;

(i) to the extent known by the Borrower or the Sponsors, quarterly written updates (in an approved form) to the Facility Agent regarding the status and progress of the GTA Project;

(j) promptly upon becoming aware of them, any breach by the Borrower, a Vessel Manager or, to the extent known, the Lessee of the Emissions Performance Standard or the HSSE Performance Standards (each as defined in the LOA) under the LOA;

(k) any information relating to the Lessee or any of the Lessee Credit Support Providers as the Lenders may reasonably request and which is available to the Borrower or another Obligor and can be delivered without breach of any confidentiality undertaking.

27.7 Notification of certain events

The Facility Agent shall promptly be notified of:

(a) any damage to the Vessel where the cost of the resulting repairs may exceed the Major Casualty Amount;

(b) any occurrence which may result in the Vessel becoming a Total Loss;

(d) any Environmental Claim being made against any Obligor (other than the Borrower and the Operator) and of any Environmental Incident which may give rise to such a claim, in each case, in relation to the Project or otherwise which might have a Material Adverse Effect, and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim;


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(e) any material Environmental Claim being made against the Borrower, the Operator or the Vessel and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim;

(f) any withdrawal or threat to withdraw:

(i) any Environmental Licence or Project Authorisation; or

(ii) other Authorisation or applicable operating certificate which might have a Material Adverse Effect;

(g) the issue of any relevant operating certificate required under any applicable law, regulation or code in respect of the Vessel;

(h) the receipt of notification that any application for such a certificate has been refused;

(i) any requirement or material recommendation made in relation to the Vessel by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(j) any arrest or detention of the Vessel or any exercise or non-frivolous purported exercise of a lien or other claim on the Vessel or its Earnings or Insurances.

27.8 LTA

(a) The Borrower shall give the Facility Agent and the LTA:

(i) reasonable notice of all acceptance tests to be carried out in respect of the Vessel (if it so requires) and copies of its reports on such tests promptly following completion of such tests to the extent necessary to carry out its Agreed Scope of Work;

(ii) promptly upon receipt by the Borrower, a copy of any notice received from the Lessee in relation to any material operational issues in respect of the LOA which might reasonably be expected to adversely affect the amount of LOA Dayrate;

(b) The LTA is entitled to inspect and take copies of the Borrower's, the Supervisor's and each Vessel Manager's records (including all records, logs, manuals, technical data, drawings and specifications and other materials and documents that are required to be maintained in respect of the Vessel so as to comply with applicable laws or the requirements of the Classification Society) in relation to the Vessel and the Project on reasonable prior notice to the Borrower to the extent necessary to carry out its Agreed Scope of Work;


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(i) at any time it has a material concern relating to the Project, which has been raised with the Borrower and not resolved, on reasonable prior notice to the Borrower be allowed to visit the Site and/or the EPC Contractor's yard and/or to board the Vessel to enable the LTA to investigate such concern (without interfering with or hindering performance of a Project Document or the safe and efficient operation of the Vessel) and shall be given all proper facilities needed for that purpose;

(ii) following an Event of Default which is continuing, be granted access to any meetings between the Borrower and the Lessee or the EPC Contractors (or any of them),

in each case subject to the consent of the Lessee or, as the case may be, the relevant EPC Contractor.

(d) The Borrower shall, and shall procure that each Vessel Manager shall:

(i) provide all necessary co-operation, access and assistance or, as the case may be, procure that the same is provided within their control to enable the LTA to complete its scope of work and produce the reports in accordance with the Agreed Scope of Work; and

(ii) following the occurrence of an Event of Default which is continuing and on request by the Facility Agent, prepare any report or investigate any concerns of the Facility Agent in each case of such operational or technical matters in respect of the Project as the Facility Agent shall reasonably advise.

(e) The Borrower shall promptly respond to each material concern referred to in any of the reports specified in the Agreed Scope of Work, at the request of the Facility Agent.

(f) The LTA shall, until Final Acceptance, provide quarterly progress reports to the Facility Agent with respect to the conversion of the Vessel and the Project. In the event that the LTA determines in a report at any time that there is a funding shortfall to achieve Final Acceptance by the Last Availability Date or that the Project is likely to be delayed beyond such date, the Facility Agent shall notify the Borrower regarding the same.

27.9 Advisors

The Borrower shall co-operate with, and shall ensure that each Vessel Manager and the Supervisor shall co-operate with and use reasonable endeavours to ensure that each other party to the Project Documents co-operates with reasonable requirements of the LTA and the Insurance Advisor.


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27.10 Payment of Earnings

All Earnings which the Borrower is entitled to receive under the LOA Documents shall be paid in the manner required by this Agreement and the Security Documents.

28. Project Accounts

28.1 Undertaking to comply

The Borrower undertakes that this Clause 28 will be complied with by itself and, in relation to Clause 28.11 (Operator Account), the Operator throughout the Facility Period.

28.2 General undertakings

The Borrower will:

(a) open each of the Project Accounts with the Account Bank (and each other accounts as may from time to time be requested by the Borrower and approved by the Facility Agent) and, in connection therewith, will from time to time complete all "know your customer" and other returns necessary for such process, if any;

(b) maintain each of the Project Accounts with the Account Bank;

(d) not request or make a withdrawal of any moneys from the Operator Account other than in accordance with the LOA; and

(e) not request or make a withdrawal of any moneys from any Project Account without the prior written consent of the Facility Agent if:

(i) a Potential Event of Default has occurred and is continuing or would occur as a result (wholly or partly) of such withdrawal and (in either case) the Facility Agent has notified the Borrower and the Account Bank that no such withdrawal will be permitted; or

(ii) such Project Account is overdrawn or would become overdrawn as a result of such withdrawal.

28.3 Payment of Earnings and Operating Element

With effect from the date hereof, the Borrower shall:

(a) pay and direct that the Lessee and any other relevant person shall pay;

(i) all Capital Element and other Earnings payable to the Borrower in respect of the Vessel in the Earnings Account in dollars; and


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(ii) all Operating Element, including all sums payable to the Operator under the LOA, into the Operator Account, in accordance with the Vessel Operating Budget and the LOA;

(b) pay or procure the payment of all compensation from time to time during the Facility Period received in respect of any requisition of the Vessel for hire into the Earnings Account;

(c) direct the Hedging Banks to pay any moneys received or receivable from the Hedging Banks under or pursuant to the Hedging Agreement into the Earnings Account and provided that any Hedging Banks who are party to this Agreement shall be deemed to have received (and agreed to) such direction;

(d) permit the Security Trustee and the Facility Agent to apply all Earnings in respect of the Vessel in accordance with the General Assignment and/or in accordance with this Clause 28;

(e) pay all other Receivables payable to it or procure that such proceeds are paid into the Earnings Account, for application in accordance with this Agreement and/or the General Assignment; and

(f) pay all Insurance Proceeds and Liability Insurance Proceeds in respect of the Vessel, received by it whether greater or less than the Major Casualty Amount, or procure that such proceeds are paid, in the manner contemplated in Clause 28.8 (Insurance Proceeds Account).

28.4 Currency

If any money credited to any of the dollar denominated Accounts is denominated in a currency other than (i) dollars or (ii) currencies that are not freely convertible as determined by the relevant authorities and/or the Account Bank from time to time, the Account Bank shall convert the amount received into dollars at the rate of exchange then prevailing in the market in accordance with the Account Bank's normal operating practices and shall credit the proceeds of such conversion to the relevant Project Account. Any incidental costs of making such conversion in accordance with this Clause shall be borne by the Borrower.

28.5 Earnings Account

(a) Subject to paragraph (b) below, no withdrawals shall be permitted from the Earnings Account without approval.

(b) Payment Cascade

On each Monthly Date, (if there is no Potential Event of Default continuing on or before the relevant withdrawal date) the Borrower shall apply the Balance of the Earnings Account in the following order of priority (and for this purpose the Borrower hereby instructs the Facility Agent and the Facility Agent hereby instructs the Account Bank and the Borrower authorises the Account Bank to make such payments):


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(i) First, in transfer to the Operator's Account an amount (approved by the Lenders) sufficient to cover all operating expenses required to be paid by the Borrower to the Operator pursuant to and in accordance with clause 13.11(a)(ii) (Emissions and HSSE Performance) of the LOA as a result of failure by the Operator to satisfy the Emissions Performance Standard or the HSSE Performance Standard (as applicable, each as defined in the LOA) in accordance with the LOA;

(ii) Second, in payment in dollars of all Fees and all reasonable and documented Costs then due to the Finance Parties pursuant to the Finance Documents and, to the extent in a currency other than dollars, converted to dollars, any prepayment of the Loan and accrued interest on such amounts prepaid due to the Finance Parties pursuant to the Finance Documents to the extent not paid from the Debt Service Retention Account;

(iii) Third, in transfer to the Debt Service Retention Account of such sum required to comply with Clause 28.6 (Debt Service Retention Account) and in payment to the Hedging Banks of all amounts (if any) then due and payable to the Hedging Banks under the Hedging Agreements in respect of the period ending on that Monthly Date to be applied by the Lenders and the Hedging Banks on a pari passu basis and, for the avoidance of doubt, the Total Balloon Amount shall be excluded from any calculation with respect of the last three (3) transfers to be made pursuant to this paragraph (iii);

(iv) Fourth, if applicable, in payment to the Borrower in accordance with Clause 7.8(a) (LOA and Lessee Credit Support);

(v) Fifth, in transfer to the Debt Service Reserve Account such amount needed to ensure that the Balance of the Debt Service Reserve Account is equal to the Debt Service Reserve;

(vi) Sixth, in transfer to the Production Bank Account an amount equal to the Production Bank Excess, to the extent a Production Bank Excess exists at that time; and

(vii) Seventh, in transfer to the Free Cash Account provided that no Distribution Restriction Event has occurred and is continuing at such time on the condition that, if such Distribution Restriction Event is the sole result of a breach of the GLNG Additional Covenant, only the percentage of such monies attributable to the Original Golar Shareholder shall not be transferred to the Free Cash Account.


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28.6 Debt Service Retention Account

(a) There shall be paid into the Debt Service Retention Account such amounts as will ensure that, on each Monthly Date, the amount credited to the Debt Service Retention Account is at least equal to:

(i) prior to the First Repayment Date:

(A) one sixth (1/6) of the net amount of interest payable during or at the end of the Interest Period current on that Monthly Date; plus

(B) one sixth (1/6) of the instalment of the Loan due on the First Repayment Date; and

(ii) following the First Repayment Date:

(A) one third (1/3) of the net amount of interest payable during or at the end of the Interest Period current on that Monthly Date; plus

(B) one third (1/3) of the instalment of the Loan due on the next Repayment Date after that Monthly Date.

(b) The Borrower shall not withdraw any Balance of the Debt Service Retention Account except as permitted by paragraph (c) below.

(c) If there is no continuing Potential Event of Default and if (unless the payment is to a new Debt Service Retention Account), after the withdrawal, the Balance on the Debt Service Retention Account will be at least the minimum amount required by paragraph (a) above at that time, the Borrower hereby instructs and authorises the Account Bank to transfer amounts from the Debt Service Retention Account to:

(i) the Facility Agent in respect of payments of interest due under Clause 9 (Interest) and repayments of the Loan due under Clause 6.1 (Repayment); and

(ii) thereafter to the Earnings Account of any amount by which the balance on the Debt Service Retention Account exceeds that minimum amount.

28.7 Debt Service Reserve Account

(a) The Borrower shall maintain a Balance of an amount not less than the Debt Service Reserve on the Debt Service Reserve Account at all times from Final Acceptance and for the remainder of the Facility Period.


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(b) At any time (unless a Potential Event of Default shall have occurred at such time and be continuing), the Borrower shall be entitled to withdraw moneys standing to the credit of the Debt Service Reserve Account provided that:

(i) the Balance credited to the Debt Service Reserve Account is greater than the Debt Service Reserve. The amount available to be withdrawn shall be such amount that ensures after such withdrawal the Balance credited to the Debt Service Reserve Account is greater than the Debt Service Reserve; or

(ii) the Borrower has provided a DSRA Letter of Credit in an amount equal to the Debt Service Reserve.

(c) Any such moneys released from the Debt Service Reserve Account in accordance with paragraph (b) above shall be paid into the Free Cash Account provided that no Distribution Restriction Event is continuing.

(d) And DSRA Letter of Credit to be provided pursuant to paragraph (b)(ii) above shall be procured by the Shareholders (or an Affiliate of a Shareholder excluding the Borrower). The Borrower shall not enter into any counter indemnity or other obligations with the DSRA L/C Issuer in connection with the issue of any DSRA Letter of Credit. No DSRA L/C Issuer shall be entitled to share in the Security constituted by the Security Documents.

28.8 Insurance Proceeds Account

(a) The Borrower shall ensure that all Insurance Proceeds shall be paid into the Insurance Proceeds Account.

(b) Prior to the occurrence of a Potential Event of Default which is continuing, all Insurance Proceeds from time to time received by the Borrower, the Security Trustee or an Account Bank during the Facility Period shall (after providing for any Losses ranking by law in priority to the Secured Obligations) be applied as follows:

(i) if those Insurance Proceeds are in an amount less than the Major Casualty Amount, the Borrower shall use such Insurance Proceeds in repairing or replacing such asset or property and/or discharging the liability in respect of which they have been paid except to the extent that the repairs or replacement are unnecessary for continued operation or have already been paid for and/or the liability already discharged or those Insurance Proceeds exceed the cost of repair in which case such excess Insurance Proceeds shall be transferred from the Insurance Proceeds Account to the Earnings Account and if a Termination Date has occurred applied in accordance with Clause 28.14 (Application after Termination Date);


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(ii) if those Insurance Proceeds are in amount equal to or exceeding the Major Casualty Amount:

(A) subject to the Lessee requiring the Vessel to continue operations under and in accordance with the LOA, an amount equal to those Insurance Proceeds shall be paid:

(1) to the Borrower (to such account as is advised by the Borrower), following receipt by the Facility Agent from the Borrower of evidence satisfactory to the Facility Agent that the relevant damage or loss has been properly made good and repaired and that all repair accounts and other liabilities whatsoever in connection with that damage or loss have been fully paid and discharged by the Borrower; or

(2) to the persons or person effecting the repairs to the Vessel on account of those repairs in the course of those repairs being effected (if staged payments for such repairs are required) or after those repairs have been effected (in all other circumstances);

(B) those Insurance Proceeds that are not applied as contemplated by paragraph (A) above shall be paid into the Earnings Account for application in accordance with Clause 28.14 (Application after Termination Date).

(c) All amounts of Liability Insurance Proceeds from time to time received by the Borrower, the Security Trustee or the Account Bank during the Facility Period shall be paid to the person who incurred the liability or who suffered the damage to which those Liability Insurance Proceeds relate or, where that liability has been satisfied, to the person who has satisfied that liability, in reimbursement to that person of the monies expended by it in satisfaction of that liability, in each case and to the extent applicable, following the receipt by the Security Trustee from the Borrower of evidence satisfactory to the Security Trustee acting reasonably that the relevant liability or damage was incurred or suffered or, as the case may be, that the relevant liability has been satisfied.

(d) All amounts of Loss of Hire Insurance Proceeds from time to time received by the Borrower, the Security Trustee or the Account Bank during the Facility Period shall be paid into the Earnings Account.

(e) Following the occurrence of an Event of Default which is continuing, all amounts of Insurance Proceeds and/or Liability Insurance Proceeds from time to time received or held by the Security Trustee or the Account Bank shall be applied in accordance with Clause 28.14 (Application after Termination Date).


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28.9 Free Cash Account

The Borrower shall be entitled to withdraw moneys from the Free Cash Account without restriction.

28.10 Production Bank Account

(a) The Borrower shall be entitled to withdraw moneys from the Production Bank Account to make payments to the Lessee in accordance with clause 7.17 (Production Bank) of the LOA in accordance with this clause 28.10.

(b) If the Borrower receives the Bullet Payment in accordance with clause 7.17(a) (Bullet Payment) of the LOA or a Project Delay Payment in accordance with clause 15.5(a) (Prolonged Project Delay FM) of the LOA:

(i) to the extent the Borrower is obligated to reimburse the Lessee on the first, second and/or third anniversary of COD for any Bullet Payment or Project Delay Payment in accordance with clauses 7.17(c) (Bullet Payment) or 15.5(c) (Prolonged Project Delay FM) of the LOA, respectively, the Borrower will be entitled to and undertakes to apply the Balance credited to the Production Bank Account in respect of such reimbursements;

(ii) to the extent the Borrower is obligated to reimburse the Lessee on the fourth anniversary of COD for any Bullet Payment in accordance with clause 7.17(f) (Bullet Payment) of the LOA, the Borrower will be entitled to and undertakes to reimburse the Lessee on a monthly fixed rate basis in accordance with clause 7.17(f)(ii) (Bullet Payment) of the LOA unless otherwise instructed by the Lenders; and

(iii) within five (5) Business Days of each full three (3) month period that elapses after COD until the date falling three (3) years after COD, or whenever reasonably requested by the Facility Agent until the date falling three (3) years after COD, the Borrower shall provide to the Facility Agent a summary of the amounts that are due or will likely be due to the Lessee for the current LOA Reimbursement Period in accordance with clauses 7.17(c) (Bullet Payment) or 15.5(c) (Prolonged Project Delay FM) of the LOA, such amounts to be independently verified by the LTA, if possible.

(c) To the extent the Borrower is obligated at the end of a LOA Reimbursement Period to reimburse the Lessee for any Bullet Payment or Project Delay Payment in accordance with clauses 7.17(c) (Bullet Payment) or 15.5(c) (Prolonged Project Delay FM) of the LOA, respectively, the Borrower will be entitled to and undertakes to apply the Balance credited to the Production Bank Account in respect of such reimbursements.

(d) Any Balance remaining in the Production Bank Account after making the reimbursements described in paragraphs (b) and (c) above shall be promptly remitted to the Borrower.


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(e) If at any time during an LOA Reimbursement Period it becomes clear to the Facility Agent that the Borrower will not be liable to reimburse the Lessee in accordance with clauses 7.17(c) (Bullet Payment) or 15.5(c) (Prolonged Project Delay FM) of the LOA with respect to such LOA Reimbursement Period, any cash that has been trapped in respect of such LOA Reimbursement Period (if any) shall promptly be remitted to the Borrower.

28.11 Operator Account

(a) The Operator shall hold an account with a bank notified to the Facility Agent which is designated as the "Operator Account" for the purposes of the Finance Documents.

(b) The Operator shall pay and direct that the Lessee and any other relevant person shall pay all of the Operating Element, including all sums payable to the Operator under the LOA, into the Operator Account, in accordance with the Vessel Operating Budget and the LOA.

(c) Money may only be withdrawn by the Operator from the Operator Account to pay actual Operating Expenses payable or reimbursable by the Lessee and which are incurred in performing the operating services in accordance with the LOA or to reimburse the Lessee in accordance with the terms of the LOA.

28.12 Potential LOA Termination Shortfall

(a) Subject to paragraph (b) below, if:

(i) the Borrower receives the Bullet Payment; and

(ii) a Potential LOA Termination Shortfall exists (in the discretion of the Facility Agent acting reasonably),

the Borrower shall deposit an amount equal to the Potential LOA Termination Shortfall into the Production Bank Account, which shall be taken from the proceeds of the Final Advance.

(b) If at any time the Facility Agent determines that a Potential LOA Termination Shortfall no longer exists, an amount equal to the relevant Potential LOA Termination Shortfall shall be transferred to the Earnings Account.

28.13 Application on Final Repayment Date

On the Final Repayment Date, the credit balance on each Project Account shall be applied against partial repayment of the Total Balloon Amount provided that any credit balance on such Project Accounts after payment in full of the Total Balloon Amount and all other Secured Obligations shall be transferred to the Free Cash Account.


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28.14 Application after Termination Date

Upon and following a Termination Date, the Facility Agent will apply the proceeds of realisation of any Collateral, including any Balance on each Project Account, any Insurance Proceeds and/or Liability Insurance Proceeds and any other moneys received under or pursuant to the Finance Documents (after providing for all costs, charges, expenses and liabilities and other payments ranking in priority to the Secured Obligations) in accordance with Clause 38.1 (Order of application).

28.15 Withdrawals and other instructions

(a) To ensure compliance with this Clause 28:

(i) the Borrower shall provide its instructions for payment (by providing the relevant Withdrawal Request signed by the Borrower or via the electronic banking system) in accordance with this Clause 28.15 to the Facility Agent and the Account Bank (for its compliance) no later than five (5) Business Days prior to the proposed withdrawal date; and

(ii) the Account Bank shall only make a transfer from an Account upon receipt of a Withdrawal Request by no later than two (2) Business Days prior to the relevant payment date (and the Borrower hereby irrevocably authorises and instructs the relevant Account Bank to make the transfer or payment in accordance with such Withdrawal Request).

(b) The Borrower undertakes that it will promptly provide to the Facility Agent such information as may be required by the Facility Agent for the purpose of determining the amounts to be credited to each of the Project Accounts referred to in this Clause 28 or otherwise for application in accordance with the provisions of this Clause 28 (including to sign all withdrawal slips, authorisation letters and any other documents so required for such purpose).

28.16 Other provisions

(a) An Account may only be designated for the purposes described in this Clause 28 if:

(i) such designation is made in writing by the Facility Agent and acknowledged by the Borrower and specifies the name and address of the Account Bank and the number and any designation or other reference attributed to the Account;

(ii) an Account Security has been duly executed and delivered by the Borrower in favour of the Security Trustee (and any other Finance Party required by the Facility Agent);

(iii) any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the relevant Account Security; and


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(iv) the Facility Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to the Account and the relevant Account Security.

(b) The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the Borrower and an Account Bank.

(c) If an Account is a fixed term deposit account, the Borrower may select the terms of deposits until the relevant Account Security has become enforceable and the Security Trustee directs otherwise.

(d) The Borrower shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of this Clause 28 or waive any of its rights in relation to an Account.

(e) The Borrower shall deposit with the Security Trustee all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Trustee of any claim or notice relating to an Account from any other party and provide the Facility Agent with any other information it may request concerning any Account.

(f) Each of the Facility Agent and the Security Trustee agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties.

29. Business Restrictions

29.1 Undertaking to comply

The Borrower undertakes that this Clause 29 will be complied with throughout the Facility Period.

29.2 General negative pledge

The Borrower and the Operator shall not permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for:

(a) those granted or expressed to be granted by any of the Security Documents; and

(b) Permitted Security Interests.


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29.3 Transactions similar to security

(a) Without prejudice to Clauses 29.4 (Financial Indebtedness) and 29.9 (Disposals), the Borrower and the Operator shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to, or re-acquired by, an Obligor or any other member of any of the Golar MLP Group, the GLNP Group, the KIT Group or the KCL Group;

(ii) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

29.4 Financial Indebtedness

(a) The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone else except Permitted Financial Indebtedness.

(b) The Operator shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

(i) in the ordinary course of its business up to an aggregate amount of $5,000,000; or

(ii) as fully subordinated loans by the Shareholders or the Sponsors.

29.5 Guarantees

The Borrower and the Operator shall not give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except pursuant to the Guarantees or otherwise by the Guarantors or by the Owner Credit Support Providers in respect of the Transaction Documents.

29.6 Loans and credit

The Borrower and the Operator shall not be a creditor in respect of any Financial Indebtedness, except, in relation to the Operator, in the ordinary course of its business up to an aggregate amount of $5,000,000.


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29.7 Bank accounts, operating leases and other financial transactions

Neither the Borrower nor the Operator shall:

(a) maintain any current or deposit account with a bank or financial institution except for the Accounts (as applicable), or in the case of the Operator, the Operator Account or any local currency account required to operate its business, and the deposit of money, operation of current accounts and the conduct of electronic banking operations through the Account, or in the case of the Operator, the Operator Account;

(b) hold cash in any account (other than the Accounts), or in the case of the Operator, the Operator Account, over or in respect of which any set-off, combination of accounts, netting or Security Interest exists;

(d) be party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this Clause 29.

29.8 Other obligations and/or business

Neither the Borrower nor the Operator shall:

(a) enter into any contract or agreement with any person and will not otherwise create, undertake, assume or incur any obligation or liability whatsoever to any person other than in its ordinary course of business or as provided for in, or as permitted by, the Transaction Documents and arrangements entered into as a result thereof and each other document required to be executed and delivered by it in accordance with the provisions hereof or thereof; or

(b) undertake or become involved in any business whatsoever other than as contemplated by the Transaction Documents without the prior written approval of the Lenders.

29.9 Disposals

Except pursuant to, and in accordance with, the Finance Documents, the Borrower and the Operator shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of any asset.

29.10 Contracts and arrangements with Affiliates

The Borrower and the Operator shall not be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis and has been notified in advance to the Facility Agent.


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29.11 Subsidiaries

The Borrower and the Operator shall not establish or acquire a company or other entity other than, in respect of the Borrower, the Operator.

29.12 Acquisitions and investments

The Borrower and the Operator shall not acquire any person, business, assets or liabilities or make any investment in any person or business or undertaking or enter into any joint-venture arrangement except:

(a) in relation to the Vessel;

(b) acquisitions of assets in the ordinary course of business (not being new businesses or vessels); or

29.13 Reduction of capital

The Borrower and the Operator shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

29.14 Increase in capital

The Borrower and the Operator shall not issue shares or other equity interests to anyone other than in accordance with the Shareholder Agreement and the Share Security Agreement.

29.15 Change in ownership

The Operator shall not change or permit any change in the percentage shareholding held by the Borrower in the Operator without the prior written consent of the Facility Agent.

29.16 Distributions and other payments

The Borrower shall not:

(a) declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) or any warrants for the time being in issue;

(b) repay or distribute any dividend or share premium reserve;


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(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

(e) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument,

except (if no Potential Event of Default is continuing at that time and no Potential Event of Default would result from doing so) to the Shareholders from the Balance of the Free Cash Account only.

30. Hedging Agreements

30.1 Undertaking to comply

The Borrower undertakes that this Clause 30 will be complied with throughout the Facility Period.

30.2 Hedging

(a) The Borrower shall enter into and maintain at all times Hedging Transactions which provide for protection against adverse movements in interest rates for an aggregate notional principal amount that is equal to:

(i) On and from the first Utilisation Date and up to the Final Acceptance Date, at least 50 per cent. but no more than 100 per cent. of the Loan (the "Conversion Period Hedging Requirement"); and

(ii) At all time during the Facility Period on and from the Final Acceptance Date, at least 70 per cent. but no more than 100 per cent. of the Loan (the "Operating Period Hedging Requirement").

(b) The Hedging Transactions contemplated by paragraph (a) above shall collectively:

(i) provide for the Borrower to pay a fixed rate of interest in respect of the relevant notional amount;

(ii) match the repayment profile of the Loan; and

(iii) provide for the Hedging Bank to pay a floating rate of interest (with a zero floor provision) in respect of the relevant notional amount that matches the floating rate of interest under the Loan,

and each Hedging Transaction include a swap credit spread of 0.1 per cent. for the duration of the Hedging Transaction.


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(d) If at least one (1) Incoming Hedging Bank elects to hedge an amount that is less than its Relevant Hedging Amount, each Principal Hedging Bank shall have the right to hedge up to a maximum of 1/3 of the aggregate Commitments under the Facility that are not hedged by the Incoming Hedging Banks, in addition to the respective Relevant Hedging Amount of each Principal Hedging Bank.

(e) The Borrower shall ensure that each due date for value in respect of each such Hedging Transaction shall coincide with each date on which interest is payable under Clause 9.2 (Payment of interest).

(f) The Borrower shall, promptly upon entry into of any Hedging Transaction as evidenced by the relevant Confirmation, deliver to the Facility Agent an original or certified copy of such Confirmation.

(g) Other than Hedging Transactions which meet the requirements of paragraphs (a) to (f) above, the Borrower shall not enter into Treasury Transactions.

30.3 Unwinding of Hedging Agreements

If, at any time, and whether as a result of any prepayment (in whole or in part) of the Loan or any cancellation (in whole or in part) of any Commitment or otherwise, the aggregate notional amount under all Hedging Transactions in respect of the Loan exceeds or will exceed 100% the amount of the Loan outstanding at that time after such prepayment or cancellation, then the Borrower or the relevant Hedging Bank shall immediately close out and terminate the portion of Hedging Transactions as are necessary to ensure that the aggregate notional amount under the remaining Hedging Transactions comply with the Relevant Hedging Requirement. Each such "close out" and termination shall be applied pro rata amongst each of the Hedging Banks. Any designation of an Early Termination Date (as defined in the 2002 ISDA Master Agreement) under a Hedging Agreement shall only relate to a portion of the Hedging Transactions reflecting the amount prepaid or cancelled multiplied by a fraction, the numerator of which is the notional amount under such Hedging Agreement (prior to such prepayment or cancellation) and the denominator of which is the aggregate of the notional amounts under all Hedging Agreements (prior to such prepayment or cancellation).

30.4 Variations

Except as required by Clause 30.3 (Unwinding of Hedging Agreements), any Hedging Agreement and the Hedging Agreements shall not be varied.

30.5 Releases and waivers

There shall be no release by the Borrower of any obligation of any other person under the Hedging Agreements (including by way of novation), no waiver of any breach of


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any such obligation and no consent to anything which would otherwise be such a breach.

30.6 Assignment of Hedging Agreements by Borrower

Except pursuant to the Hedging Agreement Security, the Borrower shall not assign or otherwise dispose of its rights under any Agreement.

30.7 Termination of Hedging Agreements by Borrower

The Borrower shall not terminate or rescind any Hedging Agreement or close out or unwind any Hedging Transaction except in accordance with the Hedging Agreement or in accordance with Clause 30.3 (Unwinding of Hedging Agreements) for any reason whatsoever.

30.8 Performance of Hedging Agreements by Borrower

The Borrower shall perform its obligations under the Hedging Agreements and use its best endeavours to procure that each Hedging Bank shall perform its obligations under the Hedging Agreements to which it is party.

30.9 Information concerning Hedging Agreements

The Borrower shall provide the Facility Agent with any information it may request concerning any Hedging Agreement, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Facility Agent to verify the amounts of all payments and any other amounts payable under the Hedging Agreements.

31. Events of Default

31.1 Each of the events or circumstances set out in this Clause 31 (except Clause 31.28 (Equity Cure) and Clause 31.29 (Acceleration)) is an Event of Default.

31.2 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error; and

(b) payment is made within three (3) Business Days of its due date.

31.3 Hedging Agreements

(a) An Event of Default (as defined in any Hedging Agreement) has occurred and is continuing under any Hedging Agreement.


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(b) An Early Termination Date (as defined in any Hedging Agreement) has occurred or been or become capable of being effectively designated under any Hedging Agreement.

(c) A person entitled to do so gives notice of such an Early Termination Date (as defined in any Hedging Agreement) under any Hedging Agreement or as may be required by Clause 30.3 (Unwinding of Hedging Agreements).

(d) Any Hedging Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason or as may be required by Clause 30.3 (Unwinding of Hedging Agreements).

31.4 Financial covenants

The Borrower or any other Obligor does not comply with Clause 20 (Financial covenants).

31.5 Value of security

The Borrower, the Operator or any other Obligor does not comply with Clause 26 (Minimum security value).

31.6 Insurance

(a) The Insurances of the Vessel are not placed and kept in force by the Borrower, the Supervisor, the Original Vessel Manager or the Operator (as applicable) in the manner required by Clause 25 (Insurance).

(b) Any insurer either:

(i) cancels any such Insurances; or

(ii) disclaims liability under them by reason of any mis-statement or failure or default by any person.

31.7 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 31.2 (Non-payment), Clause 31.3 (Hedging Agreements), Clause 31.4 (Financial covenants), Clause 31.5 (Value of security), Clause 31.6 (Insurance), Clause 31.21 (Sanctions), Clause 31.22 (Anti-bribery, anti-corruption and anti-money laundering laws and regulations) and Clause 31.23 (Use of proceeds and business integrity)).

(b) No Event of Default under paragraph (a) above will occur if the Facility Agent considers that the failure to comply is capable of remedy and the failure is remedied within ten (10) Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) the Borrower or any other Obligor becoming aware of the failure to comply.


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31.8 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

31.9 Cross default

(a) Any Financial Indebtedness of the Borrower or the Operator is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of excess of:

(i) [*****], in respect of the Golar Payment Guarantor or Golar Performance Guarantor, in each case to the extent it has provided a Guarantee to the Security Trustee and such Guarantee is in full force and effect;

(ii) [*****], in respect of the Keppel Payment Guarantor or the Keppel Performance Guarantor, in each case to the extent it has provided a Guarantee to the Security Trustee and such Guarantee is in full force and effect; or

(iii) [*****], in respect of KCL, from the period commencing on the date of this Agreement and ending on the Performance Guarantee Release Date,

is not paid when due nor within any originally applicable grace period.

31.10 Insolvency

(a) An Obligor:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii) suspends or threatens to suspend making payments on any of its debts; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities).


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(c) A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

31.11 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor or any of its assets (including the directors of any Obligor requesting a person to appoint any such officer in relation to it or any of its assets); or

(iv) enforcement of any Security Interest over all or substantially all of the assets of any Obligor,

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within twenty one (21) days of commencement or, if earlier, the date on which it is advertised.

31.12 Creditors' process

(a) Any expropriation, attachment, sequestration, distress, execution or any other analogous process or enforcement action (including enforcement by a landlord) affects any asset or assets of any Obligor and is not discharged within seven (7) days.

(b) Any judgment or order is made against any Obligor and is not stayed or complied with within twenty one (21) days.

(c) No Event of Default under paragraphs (a) or (b) above will occur if the aggregate amount of such asset or assets being subject of expropriation, attachment, sequestration, distress, execution or any other analogous process or enforcement action or such judgement or order is less than:

(i) [*****] (or its equivalent in other currencies), in respect of the Golar Payment Guarantor or Golar Performance Guarantor, in each case to


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the extent it has provided a Guarantee to the Security Trustee and such Guarantee is in full force and effect;

(ii) [*****] (or its equivalent in other currencies), in respect of the Keppel Payment Guarantor or the Keppel Performance Guarantor, in each case to the extent it has provided a Guarantee to the Security Trustee and such Guarantee is in full force and effect; or

(iii) [*****] (or its equivalent in other currencies), in respect of KCL, from the period commencing on the date of this Agreement and ending on the Performance Guarantee Release Date.

31.13 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Transaction Security ceases to be effective.

(b) Any obligation or obligations of any Obligor under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document or any Transaction Security ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason.

(d) Any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected.

31.14 Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

31.15 Repudiation and rescission of Finance Documents

An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

31.16 Material Adverse Effect

Any event or circumstance (including any Environmental Incident or any change of law) occurs which the Majority Lenders reasonably believe has, or is reasonably likely to have, a Material Adverse Effect.


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31.17 Security enforceable

Any Security Interest (other than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable.

31.18 Arrest of Vessel

The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (which does not constitute a Total Loss or a mandatory prepayment event pursuant to clause 7.8(c)(ii)) and the Borrower fails to procure the release of the Vessel (as applicable) within a period of ninety (90) days thereafter (or such longer period as may be approved).

31.19 Ship registration

The registration of the Vessel under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed.

31.20 Political risk

(a) Either (1) the Flag State or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or (2) there is a seizure of power in the Flag State or any such Relevant Jurisdiction by unconstitutional means and (in either such case) in the reasonable opinion of the Facility Agent such event or circumstance, has or is reasonably likely to have, a Material Adverse Effect.

(b) No Event of Default under paragraph (a) above will occur if:

(i) in the reasonable opinion of the Facility Agent it is practicable for action to be taken by the Borrower to prevent the relevant event or circumstance having a Material Adverse Effect; and

(ii) the Borrower takes such action to the Facility Agent's satisfaction within 14 days of notice from the Facility Agent (specifying the relevant action to be taken) to do so.

31.21 Sanctions

Any Obligor breaches Clause 18.31 (Sanctions) or 21.7 (Sanctions and lawful use).

31.22 Anti-bribery, anti-corruption and anti-money laundering laws and regulations

The failure of any Obligor to comply with the any applicable Anti-Money Laundering Laws or any applicable Anti-Corruption Laws, including a failure to comply with Clause 21.6 (Anti-Corruption Law).

31.23 Use of proceeds and business integrity

The failure of any Obligor to comply with Clause 21.2 (Use of proceeds) and/or Clause 21.4 (Business integrity).


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31.24 Environmental

(a) There is an Environmental Incident and the Vessel is arrested or attached in connection with such Environmental Incident and not released within a period of ninety (90) days.

(b) The Borrower, the Operator, the Supervisor or a Vessel Manager breaches any material Environmental Laws in connection with the Project or the Vessel.

31.25 Abandonment of the Project or the Vessel

The Project, the Vessel or any part thereof reasonably considered by the Lenders to be material, is abandoned by the Borrower or any other Obligor or the operations of the Vessel suffer permanent cessation and in each case the same cannot be remedied to the satisfaction of the Lenders.

31.26 Owner Credit Support

Any breach by any Owner Credit Support Provider of its obligations under the Owner Credit Support to which it is a party giving rise to a right of the Lessee to terminate the LOA (subject to applicable grace periods to remedy in the LOA).

31.27 Project Documents

(a) Any event of default or any other material breach occurs by any Obligor under any Project Document.

(b) Any Project Document becomes unlawful or unenforceable for any reason and the Borrower fails to make alternative arrangements satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) within thirty (30) Business Days of notice from the Facility Agent.

(c) Any Obligor repudiates or rescinds any Project Document or any Project Document is cancelled, terminated, suspended, varied or amended in breach of this Agreement.

(d) No Event of Default shall occur under paragraphs (b) and (c) above in relation to any Project Document (other than the Preliminary Agreement, the EPC Contract Documents, the LOA Documents, the Project Management and Services Agreement and the Operating Services Agreement) if the Facility Agent (in consultation with the Technical Advisor) agrees that such Project Document is no longer required or desirable for the purpose of the Project and failure to make such alternative arrangements is not reasonably likely to have a Material Adverse Effect.

31.28 Equity cure

(a) No Event of Default will occur as a result of a failure to satisfy Clause 31.4 (Financial Covenants) in respect of the Borrower under Clause 20.3 (Borrower Financial Covenants), if no other Potential Event of Default is


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continuing and, within [*****] of the occurrence of such Event of Default any Shareholder ensures that:

(i) the Borrower is provided with Equity Contributions in cash in an amount equal to the Equity Cure Amount; and

(ii) the Borrower applies the proceeds of the Equity Contributions in an amount at least equal to the Equity Cure Amount to deposit cash in the Debt Service Reserve Account.

(b) For this purpose, the "Equity Cure Amount" is in respect of a failure to satisfy Clause 31.4 (Financial covenants) an amount which is sufficient to ensure the relevant requirement in Clause 20.3 (Borrower Financial Covenants) is complied with.

(c) If the Equity Cure Amount is provided and the proceeds are applied in accordance with Clause 31.28(a) within the [*****] referred to in Clause 31.28(a), the failure to satisfy the relevant Clause will be taken to be remedied.

(d) The rights and remedy granted to the Borrower pursuant to this Clause 31.28 may not be exercised more than once during the Facility Period.

31.29 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) declare that no withdrawals be made from any Account;

(b) cancel the Total Commitments at which time they shall immediately be cancelled;

(c) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(d) declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(e) exercise or direct the Security Trustee and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.


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32. Position of Hedging Bank

32.1 Rights of Hedging Bank

Each Hedging Bank is a Finance Party and, as such, will be entitled to share in the Transaction Security in respect of any liabilities of the Borrower under the Hedging Agreements with such Hedging Bank in the manner and to the extent contemplated by the Finance Documents.

32.2 No voting rights

No Hedging Bank shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Agreements with such Hedging Bank, provided that each Hedging Bank shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required.

32.3 Acceleration and enforcement of security

Neither the Facility Agent nor the Security Trustee nor any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to Clause 31 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements or interests of the Hedging Bank except to the extent that the relevant Hedging Bank is also a Lender.

32.4 Close out of Hedging Agreements

(a) At any time on and after any Event of Default which is continuing, the Facility Agent (acting on the instructions of the Majority Lenders) shall, by notice in writing to a Hedging Bank, instruct such Hedging Bank to terminate and close out the relevant Hedging Transactions (or part thereof) (if any). Following receipt of such instructions, the relevant Hedging Bank will (and shall be entitled to) terminate and close out the relevant Hedging Transactions (or parts thereof) and/or the relevant Hedging Agreements in accordance with such notice immediately upon receipt of such notice.

(b) No Hedging Bank shall be entitled to terminate or close out any Hedging Agreement or any Hedging Transaction under it prior to its stated maturity except:

(i) in accordance with a notice served by the Facility Agent under paragraph (a) above; or

(ii) if an Event of Default has occurred under Clause 31.10 (Insolvency) or Clause 31.11 (Insolvency proceedings) or Clause 31.12 (Creditors' process); or

(iii) if the Borrower has not paid amounts due under any Hedging Agreement and/or any Hedging Transaction and such amounts remain unpaid for three (3) Business Days after the due date for payment


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pursuant to and in accordance with the relevant Hedging Agreement; or

(iv) if the Facility Agent takes any action under Clause 31.28 (Acceleration); or

(v) if the Loan has been paid, repaid, prepaid (including by way of refinancing) by the Borrower in full; or

(vi) to the extent that termination is necessary to comply with Clause 30.3 (Unwinding of Hedging Agreements) of this Agreement; or

(vii) if, following the occurrence of any Illegality, Tax Event, Tax Event Upon Merger and Force Majeure Event (as each such expression is defined in the Hedging Agreements), the relevant Hedging Bank is entitled to terminate or close out the relevant Hedging Transaction pursuant to the relevant Hedging Agreement; or

(viii) if such Hedging Bank ceases to be a Lender pursuant to and in accordance with clauses 7.1 (Illegality), 7.2 (b)(iii) (Change of control), 7.5 (Right of cancellation and prepayment in relation to a single Lender) or 7.12 (Sanctions and the EU Blocking Regulation) of the Loan Agreement); or

(ix) with the consent of the Facility Agent.

(c) If there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging Agreement upon its termination and close out, the relevant Hedging Bank shall forthwith pay that net amount (together with interest earned on such amount) to the Security Trustee for application in accordance with Clause 38.1 (Order of application).

32.5 Change of Hedging Bank

A Hedging Bank may (in accordance with the terms of the relevant Hedging Agreement and subject to any consent required under that Hedging Agreement) transfer any of its rights or obligations in respect of the Hedging Agreements to which it is a party if any transferee has (if not already a Party as a Hedging Bank) acceded to this Agreement as a Hedging Bank pursuant to Clause 33.9 (Accession of Hedging Banks).

SECTION 8

CHANGES TO PARTIES

33. Changes to the Lenders

33.1 Assignments and transfers by the Lenders

Subject to this Clause 33, a Lender (the "Existing Lender") may:

(a) assign any of its rights; or


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(b) transfer by novation any of its rights and obligations,

in whole or in part, under any Finance Document to another bank or financial institution or any trust, fund, insurance or reinsurance company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other assets (excluding hedge funds) and without any additional costs to the Borrower.

33.2 Conditions of assignment or transfer

(a) The consent of the Borrower is required for an assignment or transfer by a Lender prior to the date on which the Available Facility is reduced to zero, unless the assignment or transfer (i) is to another Lender or an Affiliate of a Lender, (ii) is for the purpose of primary syndication in accordance with the Underwriting Letter or (iii) an Event of Default is continuing. The Facility Agent will immediately advise the Borrower of the assignment or transfer.

(b) Where an Event of Default has occurred and is continuing, each Lender may transfer its commitment, in part or in whole, to any other bank or financial institution or any trust, fund, insurance or reinsurance company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other assets, whether or not such transfer will result in additional costs to the Borrower.

(c) The Borrower's consent to an assignment or transfer may not be unreasonably withheld or delayed and will be deemed to have been given five Business Days after the Lender has requested consent unless consent is expressly refused within that time.

(d) An assignment or transfer will only be effective:

(i) in the case of an assignment, on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender or, in the case of a transfer, if the procedure set out in Clause 33.6 (Procedure for assignment and transfer) is complied with;

(ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;

(iii) on the performance by the Facility Agent of all necessary "know your customer" or similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the


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Facility Agent shall promptly notify to the Existing Lender and the New Lender; and

(iv) if that Existing Lender assigns or transfers equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility.

(e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

33.3 Fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,500 and shall, promptly on demand, pay the Facility Agent and the Security Trustee the amount of:

(a) all costs and expenses (including legal fees) reasonably incurred by the Facility Agent or the Security Trustee in connection with any such transfer or assignment; and

(b) any cost, loss or liability the Facility Agent or the Security Trustee incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any such transfer or assignment.

33.4 Transfer costs and expenses relating to security

The New Lender shall, promptly on demand, pay the Facility Agent and the Security Trustee the amount of:

(a) all costs and expenses (including legal fees) reasonably incurred by the Facility Agent or the Security Trustee to facilitate the accession by the New Lender to, or assignment or transfer to the New Lender of, any Security Document and/or the benefit of any Security Document and any appropriate registration of any such accession or assignment or transfer; and


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33.5 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents;

(iv) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; or

(v) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of:

(A) the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement; and

(B) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security;

(ii) will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and

(iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.


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(i) accept a re-assignment or re-transfer from a New Lender of any of the rights and obligations transferred or assigned under this Clause 33; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Transaction Document or by reason of the application of any Basel II Regulation to the transactions contemplated by the Transaction Documents or otherwise.

33.6 Procedure for transfer

(a) Subject to the conditions set out in Clause 33.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (d) below when (a) the Facility Agent executes an otherwise duly completed Transfer Certificate and (b) the Facility Agent executes any document required under paragraph (d) of Clause 33.2 (Conditions of assignment or transfer) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) The Obligors who are Parties and the other Finance Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate on their behalf without any consultation with them.

(d) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under this Agreement each of the Obligors who are Parties and the Existing Lender shall be released from further obligations towards one another under this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the "Discharged Rights and Obligations");

(ii) each of the Obligors who are a Party and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only


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insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves under this Agreement as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under this Agreement; and

(iv) the New Lender shall become a Party as a "Lender".

(e) Lenders may utilise procedures other than those set out in this Clause 33.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with this Clause 33.6 to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 33.2 (Conditions of assignment or transfer).

33.7 Copy of Transfer Certificate to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and any other document required under paragraph (d) of Clause 33.2 (Conditions of assignment or transfer), send a copy of that Transfer Certificate and such other documents to the Borrower.

33.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 33, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or other Security Interest shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge,


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assignment or other Security Interest for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

33.9 Accession of Hedging Banks

If a party which is not an Original Hedging Bank enters into a Hedging Agreement, with effect from the date of acceptance by the Security Trustee and by the Facility Agent of a Hedging Bank Accession Undertaking duly executed and delivered to the Facility Agent by the acceding party or, if later, the date specified in that Hedging Bank Accession Undertaking, the new Hedging Bank shall assume the same obligations, and become entitled to the same rights, as if it had been an original Party in its capacity as a Hedging Bank.

34. Changes to the Obligors

34.1 Changes to the Obligors

Subject to Clauses 34.2 (Golar MLP Drop Down) and 34.3 (Keppel MLP Drop Down), no Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

34.2 Golar MLP Drop Down

At any time after Final Acceptance, subject to the satisfaction of the MLP Drop Down Conditions, GLNG shall have the right to transfer all or any of the shares that it holds in the Original Golar Shareholder to a Golar Successor.

34.3 Keppel MLP Drop Down

(a) At any time after the date of this Agreement, subject to (i) the satisfaction of the MLP Drop Down Conditions and (ii) paragraph (b) below, (i) Keppel Capital shall have the right to transfer all or any of the shares it holds in the Original Keppel Shareholder to a Keppel Successor or (ii) post Final Acceptance, an Approved Successor shall have the right to transfer all or any of the shares it holds in the Original Keppel Shareholder to another Approved Successor.

(b) Prior to Final Acceptance, any transfer of shares in the Original Keppel Shareholder held by Keppel Capital to an Approved Successor is conditional on the Keppel Payment Guarantor remaining the Guarantor under the Keppel Payment Guarantee before and after such share transfer.


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34.4 MLP Drop Down Conditions

Each of the following conditions must be satisfied for an MLP Drop Down to be effective:

(a) the MLP Drop Down must not adversely affect the Borrower's rights and interests under the LOA or other Transaction Documents (in the discretion of the Facility Agent, acting reasonably);

(b) each Successor shall, on or prior to the MLP Drop Down Effective Date:

(i) be an Approved Successor;

(ii) be approved by the Lessee, if so required under the LOA;

(iii) shall satisfy all Lender "know your customer" requirements;

(iv) deliver to the Facility Agent a duly executed Replacement Share Security, with effect on and from the MLP Drop Down Effective Date; and

(v) deliver to the Facility Agent a duly executed Replacement Guarantee, with effect on and from the MLP Drop Down Effective Date;

(c) at the time of the MLP Drop Down, no event has occurred and continuing in respect of a Successor or a Guarantor which might reasonably be expected to trigger a Potential Event of Default upon their succession; and

(d) the Facility Agent shall have received an MLP Drop Down Legal Opinion in respect of such MLP Drop Down prior to the occurrence of the MLP Drop Down.

34.5 Tag Rights

It is agreed that the Sponsors shall have reciprocal tag rights with respect to any transfer to a Golar Successor or a Keppel Successor in conjunction with a MLP Drop Down provided that:

(a) Lenders prior written consent is required to approve any change and/or substitution of the Payment Guarantee and/or Performance Guarantee and/or increase (or purported increase) in liabilities thereunder existing immediately prior to the proposed MLP Drop Down; and

(b) at all times prior to the Performance Guarantee Release Date, no Change of Control has occurred in breach of paragraphs (a) to (c) of the definition of "Change of Control".

SECTION 9

THE FINANCE PARTIES


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35. Roles of Facility Agent, Security Trustee and Mandated Lead Arrangers

35.1 Appointment of the Facility Agent

Each other Finance Party (other than the Security Trustee) appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

35.2 Security Trustee as trustee

The Security Trustee declares that it holds the Secured Property on trust for itself and the other Finance Parties on the terms contained in this Agreement.

35.3 Authorisation of Facility Agent and Security Trustee

Each of the Finance Parties authorises the Facility Agent and the Security Trustee:

(a) to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent or (as the case may be) the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and

(b) to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it.

35.4 Instructions to Facility Agent and the Security Trustee

(a) The Facility Agent and the Security Trustee shall:

(i) subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or (as the case may be) the Security Trustee in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Facility Agent and the Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion


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and the Facility Agent or (as the case may be) the Security Trustee may refrain from acting unless and until it receives those instructions or that clarification.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and, unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent or (as the case may be) the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) Paragraph (a) above shall not apply:

(i) where a contrary indication appears in a Finance Document;

(ii) where a Finance Document requires the Facility Agent or the Security Trustee to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Facility Agent's or the Security Trustee's own position in its personal capacity as opposed to its role of the Facility Agent or the Security Trustee for the Finance Parties including, without limitation, Clauses 35.9 (No duty to account) to Clause 35.14 (Exclusion of liability), Clause 35.19 (Confidentiality) to Clause 36.5 (Custodians and nominees) and clauses 36.8 (Acceptance of title) to 36.11 (Disapplication of Trustee Acts).

(e) If giving effect to instructions given by any other Finance Party or group of Finance Parties would (in the Facility Agent's or (as the case may be) the Security Trustee's opinion) have an effect equivalent to an amendment or waiver which is subject to Clause 48 (Amendments and waivers), the Facility Agent or (as the case may be) the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than itself) whose consent would have been required in respect of that amendment or waiver.

(f) The Facility Agent or the Security Trustee may refrain from acting in accordance with any instructions of any other Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable Indirect Taxes) which it may incur in complying with those instructions.

(g) Without prejudice to the provisions of Clause 37 (Enforcement of Transaction Security) and the remainder of this Clause 35, in the absence of instructions, the Facility Agent and the Security Trustee may act (or refrain from acting) as it considers to be in the best interest of the Lenders.


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35.5 Legal or arbitration proceedings

Neither the Facility Agent nor the Security Trustee is authorised to act on behalf of another Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 35.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security.

35.6 Duties of the Facility Agent and the Security Trustee

(a) The Facility Agent's and the Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Facility Agent or (as the case may be) the Security Trustee shall promptly

(i) (in the case of the Security Trustee) forward to the Facility Agent a copy of any document received by the Security Trustee from any Obligor under any Finance Document; and

(ii) forward to a Party the original or a copy of any document which is delivered to the Facility Agent or (as the case may be) the Security Trustee for that Party by any other Party.

(c) Without prejudice to Clause 33.7 (Copy of Transfer Certificate to Borrower), paragraph (b) above shall not apply to any Transfer Certificate.

(d) Except where a Finance Document specifically provides otherwise, neither the Facility Agent nor the Security Trustee is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) Without prejudice to Clause 38.11 (Notification of prescribed events), if the Facility Agent or the Security Trustee receives notice from a Party referring to this Agreement, describing a Potential Event of Default and stating that the circumstance described is a Potential Event of Default, it shall promptly notify the other Finance Parties.

(f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent or a Mandated Lead Arranger or the Security Trustee for their own account) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Facility Agent shall provide to the Borrower within ten (10) Business Days of a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose


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attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

(h) The Facility Agent and the Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

35.7 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.

35.8 No fiduciary duties

Nothing in any Finance Document constitutes the Facility Agent, the Security Trustee, the Technical Bank, the Documentation Bank or a Mandated Lead Arranger as a trustee or fiduciary of any other person except to the extent that the Security Trustee acts as trustee for the other Finance Parties pursuant to Clause 35.2 (Security Trustee as trustee).

35.9 No duty to account

None of the Facility Agent, the Security Trustee, the Technical Bank, the Documentation Bank or any Mandated Lead Arranger shall be bound to account to any other Finance Party for any sum or the profit element of any sum received by it for its own account.

35.10 Business with the Obligors

The Facility Agent, the Security Trustee, the Technical Bank, the Documentation Bank and any Mandated Lead Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or their Affiliates.

35.11 Rights and discretions of the Facility Agent and the Security Trustee

(a) The Facility Agent and the Security Trustee may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;


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(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or other Finance Parties or any group of Lenders or other Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(C) in the case of the Security Trustee, if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Facility Agent and the Security Trustee may assume (unless it has received notice to the contrary in its capacity as agent or (as the case may be) security trustee for the other Finance Parties) that:

(i) no Potential Event of Default has occurred (unless (in the case of the Facility Agent) it has actual knowledge of a Potential Event of Default arising under Clause 31.2 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by the Borrower (other than (in the case of the Facility Agent) a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) Each of the Facility Agent and the Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Facility Agent and the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel


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to it (and so separate from any lawyers instructed by the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be desirable.

(e) Each of the Facility Agent and the Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts (whether obtained by it or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Facility Agent, the Security Trustee, any Receiver and any Delegate may act in relation to the Finance Documents, the Transaction Security and the Secured Property through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Facility Agent's, the Security Trustee's, Receiver's or Delegate's gross negligence or wilful misconduct.

(g) Unless any Finance Document expressly specifies otherwise, the Facility Agent or the Security Trustee may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, the Security Trustee nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, neither the Facility Agent nor the Security Trustee is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

(j) Neither the Facility Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under Clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.


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35.12 Responsibility for documentation and other matters

None of the Facility Agent, the Security Trustee, the Technical Bank, the Documentation Bank, any Mandated Lead Arranger, any Receiver or any Delegate is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Trustee, the Technical Bank any Mandated Lead Arranger, an Obligor or any other person in or in connection with any Finance Document or the Information Memorandum or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document, the Transaction Security or the Secured Property;

(c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

(d) (in the case of the Security Trustee) any loss to the Secured Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;

(e) the failure of any Obligor or any other party to perform its obligations under any Transaction Document or the financial condition of any such person;

(f) (save as otherwise provided in this Clause 35) taking or omitting to take any other action under or in relation to the Security Documents;

(g) any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under any Finance Document; or

(h) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider dealing or otherwise.

35.13 No duty to monitor

Neither the Facility Agent nor the Security Trustee shall be bound to enquire:

(a) whether or not any Potential Event of Default has occurred;

(b) as to the performance, default or any breach by any Party or any Obligor of its obligations under any Finance Document; or


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35.14 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Facility Agent, the Security Trustee, any Receiver or Delegate), none of the Facility Agent, the Security Trustee, any Receiver nor any Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Secured Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Secured Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Secured Property;

(iii) any shortfall which arises on the enforcement or realisation of the Secured Property; or

(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event), breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Facility Agent, the Security Trustee, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Facility Agent, the Security Trustee, a Receiver or a Delegate in respect of any claim it might have against the Facility Agent, the


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Security Trustee, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Secured Property and any officer, employee or agent of the Facility Agent, the Security Trustee, a Receiver or a Delegate may rely on this Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) Neither of the Facility Agent or the Security Trustee will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

(d) Nothing in any Finance Document shall oblige the Facility Agent, the Security Trustee or any Mandated Lead Arranger to carry out

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by any of the Finance Documents might be unlawful for any Finance Party,

on behalf of any other Finance Party and each other Finance Party confirms to the Facility Agent, the Security Trustee and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent, the Security Trustee or any Mandated Lead Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Facility Agent, the Security Trustee, any Receiver or any Delegate, any liability of the Facility Agent, the Security Trustee, any Receiver or any Delegate arising under or in connection with any Finance Document or the Secured Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Facility Agent, the Security Trustee, any Receiver or any Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.

35.15 Lenders' indemnity to the Facility Agent and others

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments


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immediately prior to their being reduced to zero) indemnify the Facility Agent, the Security Trustee, every Receiver and every Delegate, within three Business Days of demand, against any Losses (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the relevant Facility Agent's, Security Trustee's, Receiver's or Delegate's gross negligence or wilful misconduct) (or, in the circumstances contemplated pursuant to Clause 42.10 (Disruption to payment systems etc), notwithstanding the Facility Agent's negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent, Security Trustee, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Facility Agent, Security Trustee, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent or the Security Trustee or any Receiver or Delegate pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent or the Security Trustee to an Obligor.

35.16 Resignation of the Facility Agent or the Security Trustee

(a) The Facility Agent or the Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Facility Agent or the Security Trustee may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent or Security Trustee.

(c) If the Majority Lenders have not appointed a successor Facility Agent or Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent or Security Trustee (after consultation with (in the case of the Facility Agent) the Borrower or (in the case of the Security Trustee) the Facility Agent) may appoint a successor Facility Agent or Security Trustee.

(d) If the Facility Agent or Security Trustee wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent or trustee and the Facility Agent or (as the case may be) Security Trustee is entitled to appoint a successor Facility Agent or (as the case may be) Security Trustee under paragraph (c) above, the Facility Agent or (as the case may be) Security Trustee may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent


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or (as the case may be) Security Trustee to become a party to this Agreement as Facility Agent or (as the case may be) Security Trustee) agree with the proposed successor Facility Agent or (as the case may be) Security Trustee amendments to this Clause 35 and any other term of this Agreement dealing with the rights or obligations of the Facility Agent or (as the case may be) Security Trustee consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the fee payable to it in its capacity as Facility Agent or (as the case may be) Security Trustee under this Agreement which are consistent with the successor Facility Agent's or (as the case may be) Security Trustee's normal fee rates and those amendments will bind the Parties.

(e) The retiring Facility Agent or Security Trustee shall make available to the successor Facility Agent or Security Trustee such documents and records and provide such assistance as the successor Facility Agent or Security Trustee may reasonably request for the purposes of performing its functions as Facility Agent or (as the case may be) Security Trustee under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent or (as the case may be) Security Trustee for the amount of all costs and expenses (including legal fees) (together with any applicable Indirect Taxes) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Facility Agent's or Security Trustee's resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) (in the case of the Security Trustee) the transfer or assignment of all the Transaction Security and the other Secured Property to that successor and any appropriate filings or registrations, any notices of transfer or assignment and the payment of any fees or duties related to such transfer or assignment which the Security Trustee considers necessary or advisable have been duly completed.

(g) Upon the appointment of a successor, the retiring Facility Agent or Security Trustee shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 36.9 (Winding up of trust) and paragraph (e) above) but shall remain entitled to the benefit of Clauses 15.3 (Indemnity to the Facility Agent, the Security Trustee and the Technical Bank) and 15.4 (Indemnity concerning security) and this Clause 35 (and any agency or other fees for the account of the retiring Facility Agent or Security Trustee in its capacity as such shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.

(h) The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a


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successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i) the Facility Agent fails to respond to a request under Clause 13.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to Clause 13.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign.

35.17 Replacement of the Facility Agent

(a) After consultation with the Borrower, the Majority Lenders may, by giving thirty (30) days' notice to the Facility Agent replace the Facility Agent by appointing a successor Facility Agent.

(b) The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(c) The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clauses 15.3 (Indemnity to the Facility Agent, the Security Trustee and the Technical Bank) and 15.4 (Indemnity concerning security) and this Clause 35 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.


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35.18 Replacement of the Security Trustee

The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) of Clause 35.16 (Resignation of the Facility Agent or the Security Trustee). In this event, the Security Trustee shall resign in accordance with that paragraph.

35.19 Confidentiality

(a) In acting as agent or trustee for the Finance Parties, the Facility Agent or (as the case may be) the Security Trustee shall be regarded as acting through its agency, trustee or other division or department directly responsible for the management of the Finance Documents which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Facility Agent or (as the case may be) Security Trustee, it may be treated as confidential to that division or department and the Facility Agent or (as the case may be) Security Trustee shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, the Security Trustee nor any Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

35.20 Facility Agent's relationship with the Lenders and Hedging Banks

(a) The Facility Agent may treat the person shown in its records as Lender or as a Hedging Bank at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender or (as the case may be) as a Hedging Bank acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days prior notice from that Lender or that Hedging Bank to the contrary in accordance with the terms of this Agreement.

(b) Any Lender or Hedging Bank may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender or (as the case may be) that Hedging Bank under the Finance Documents. Such notice shall contain


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the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 44.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer (or such other information) by that Lender or (as the case may be) that Hedging Bank for the purposes of Clause 44.2 (Addresses) and Clause 44.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender or (as the case may be) that Hedging Bank.

35.21 Information from the Finance Parties

Each Finance Party shall supply the Facility Agent or the Security Trustee with any information that the Facility Agent or (as the case may be) the Security Trustee may reasonably specify as being necessary or desirable to enable the Facility Agent or (as the case may be) the Security Trustee to perform its functions as Facility Agent or (as the case may be) Security Trustee.

35.22 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each other Finance Party confirms to the Facility Agent, the Security Trustee and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each Obligor;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Transaction Security, the Secured Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document, the Transaction Security or the Secured Property;

(c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;

(d) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the Secured Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, the Transaction Security or the Secured Property;


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(e) the adequacy, accuracy or completeness of the Information Memorandum and any other information provided by the Facility Agent, the Security Trustee, the Mandated Lead Arrangers or any other Party or by any other person under or in connection with any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(f) the right or title of any person in or to, or the value or sufficiency of, any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security Interest affecting the Charged Property.

35.23 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

35.24 Reliance and engagement letters

Each of the Facility Agent, the Security Trustee, the Technical Bank, the Documentation Bank and the Mandated Lead Arrangers may enter into any reliance letter or engagement letter relating to any valuations, reports, opinions or letters or advice or assistance provided by lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts in connection with the Transaction Documents or the transactions contemplated in the Finance Documents on such terms as it may consider appropriate (including, without limitation, restrictions on the lawyer's, accountant's, tax adviser's, insurance consultant's, ship manager's, valuer's, surveyor's or other professional adviser's or expert's liability and the extent to which their valuations, reports, opinions or letters may be relied on or disclosed).

36. Trust and Security Matters

36.1 Undertaking to pay

(a) Each Obligor who is a Party undertakes with the Security Trustee as trustee for the Finance Parties that it will, on demand by the Security Trustee, pay to the Security Trustee as trustee for the Finance Parties all money from time to time owing to the other Finance Parties (in addition to paying any money owing under the Finance Documents to the Security Trustee for its own account), and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents.

(b) Each payment which such an Obligor makes to another Finance Party in accordance with any Finance Document shall, to the extent of the amount of


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that payment, satisfy that Obligor's corresponding obligation under paragraph (a) above to make that payment to the Security Trustee.

36.2 No responsibility to perfect Transaction Security

The Security Trustee shall not be liable for any failure to:

(a) ascertain whether all deeds and documents which should have been deposited with it under or pursuant to any of the Security Documents have been so deposited;

(b) require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property;

(c) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(d) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(e) take, or to require any Obligor to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security Interest under any law or regulation; or

(f) require any further assurance in relation to any Security Document.

36.3 Insurance by Security Trustee

(a) The Security Trustee shall not be obliged:

(i) to insure any of the Charged Property;

(ii) to require any other person to maintain any insurance; or

(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b) Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Facility Agent requests it to do so in writing and the Security Trustee fails to do so within fourteen days after receipt of that request.


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36.4 Common parties

Although the Facility Agent and the Security Trustee may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as agent for the other Finance Parties and (as appropriate) security trustee for all of the other Finance Parties. Where any Finance Document provides for an Facility Agent or Security Trustee to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary.

36.5 Custodians and nominees

The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

36.6 Delegation by the Security Trustee

(a) Each of the Security Trustee, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b) That delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Trustee, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Finance Parties.

(c) No Security Trustee, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate.

36.7 Additional trustees

(a) The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Finance Parties;

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or

(iii) for obtaining or enforcing any judgment in any jurisdiction,


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and the Security Trustee shall give prior notice to the Borrower and the Finance Parties of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the Security Trustee may pay to that person, and any costs and expenses (together with any applicable Indirect Taxes) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee.

(d) At the request of the Security Trustee, the other Parties shall forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each such Party irrevocably authorises the Security Trustee in its name and on its behalf to do the same.

(e) Such a person shall accede to this Agreement as a Security Trustee to the extent necessary to carry out their role on terms satisfactory to the Security Trustee.

(f) The Security Trustee shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Trustee shall have exercised reasonable care in the selection of such person.

36.8 Acceptance of title

The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Charged Property and shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title.

36.9 Winding up of trust

If the Security Trustee, with the approval of the Facility Agent, determines that:

(a) all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b) no Finance Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents,

then:

(i) the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the


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Transaction Security and the rights of the Security Trustee under each of the Security Documents; and

(ii) any Security Trustee which has resigned pursuant to Clause 35.16 (Resignation of the Facility Agent or the Security Trustee) shall release, without recourse or warranty, all of its rights under each Security Document.

36.10 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.

36.11 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

36.12 Parallel Debt (Covenant to pay the Security Trustee)

(a) Notwithstanding any other provision of this Agreement, the Borrower hereby irrevocably and unconditionally undertakes to pay to the Security Trustee, as creditor in its own right and not as representative of the other Finance Parties, sums equal to and in the currency of each amount payable by the Obligors to the Finance Parties under each of the Finance Documents as and when that amount falls due for payment under the relevant Finance Document.

(b) The Security Trustee shall have its own independent right to demand payment of the amounts payable by each Obligor under this Clause 36.12.

(c) Any amount due and payable by the Borrower to the Security Trustee under this Clause 36.12 shall be decreased to the extent that the other Finance Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any amount due and payable by an Obligor to the other Finance Parties under those provisions shall be decreased to the extent that the Security Trustee has received (and is able to retain) payment in full of the corresponding amount under this Clause 36.12.

(d) The rights of the Finance Parties (other than the Security Trustee) to receive payment of amounts payable by the Borrower under the Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Security Trustee to receive payment under this Clause 36.12.


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37. Enforcement of Transaction Security

37.1 Enforcement Instructions

(a) The Security Trustee may refrain from enforcing the Transaction Security unless instructed otherwise by Majority Lenders.

(b) Subject to the Transaction Security having become enforceable in accordance with its terms, the Majority Lenders may give or refrain from giving instructions to the Security Trustee to enforce or refrain from enforcing the Transaction Security as they see fit.

37.2 Manner of enforcement

If the Transaction Security is being enforced pursuant to Clause 37.1 (Enforcement Instructions), the Security Trustee shall enforce the Transaction Security in such manner as the Majority Lenders shall instruct, or in the absence of any such instructions, as the Security Trustee considers in its discretion to be appropriate.

37.3 Waiver of rights

To the extent permitted under applicable law and subject to Clause 37.1 (Enforcement Instructions), Clause 37.2 (Manner of enforcement) and Clause 38 (Application of Proceeds), each of the Finance Parties and the Obligors waives all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or at any particular time or that any amount received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied.

37.4 Enforcement through Security Trustee only

(a) The other Finance Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising or to grant any consents or releases under the Security Documents except through the Security Trustee.

(b) Each Finance Party (other than the Security Trustee) shall, promptly upon being requested by the Facility Agent to do so, grant a power of attorney or other sufficient authority to the Security Trustee to enable the Security Trustee to enforce or have recourse to the relevant Transaction Security or to exercise any such right, power, authority or discretion or to grant any such consent or release.


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38. Application of Proceeds

38.1 Order of application

All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document (including under Clause 36.12 (Parallel Debt (Covenant to pay the Security Trustee)) and/or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 38, the "Recoveries") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 38), in the following order of priority:

(a) in discharging any sums owing to the Security Trustee (other than pursuant to Clause 36.1 (Undertaking to pay)), any Receiver or any Delegate;

(b) in discharging all costs and expenses incurred by any Finance Party in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement;

(c) in payment or distribution to the Facility Agent on its own behalf and on behalf of the other Finance Parties for application in accordance with Clause 42.5 (Partial payments);

(d) if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to any Obligor; and

(e) the balance, if any, in payment or distribution to the relevant Obligor.

38.2 Investment of cash proceeds

Prior to the application of any Recoveries in accordance with Clause 38.1 (Order of Application) the Security Trustee may, in its discretion, hold:

(a) all or part of any Recoveries which are in the form of cash; and

(b) any cash which is generated by holding, managing, exploiting, collecting, realising or disposing of any proceeds of the Secured Property which are not in the form of cash

in one or more interest bearing suspense or impersonal accounts in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the application from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of this Clause 38.


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38.3 Currency conversion

(a) For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Trustee may:

(i) convert any moneys received or recovered by the Security Trustee from one currency to another; and

(ii) notionally convert the valuation provided in any opinion or valuation from one currency to another,

in each case at the Security Trustee's spot rate of exchange for the purchase of that other currency with the currency in which the relevant moneys are received or recovered or the valuation is provided in the London foreign exchange market at or about 11:00 am (London time) on a particular day.

(b) The obligations of any Obligor to pay in the due currency shall only be satisfied:

(i) in the case of paragraph (a)(i) above, to the extent of the amount of the due currency purchased after deducting the costs of conversion; and

(ii) in the case of paragraph (a)(ii) above, to the extent of the amount of the due currency which results from the notional conversion referred to in that paragraph.

38.4 Permitted Deductions

The Security Trustee shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any law or regulation to make from any distribution or payment made by it under this Agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

38.5 Good discharge

(a) Any distribution or payment to be made in respect of the Secured Obligations by the Security Trustee may be made to the Facility Agent on behalf of the Finance Parties.

(b) Any distribution or payment made as described in paragraph (a) above shall be a good discharge, to the extent of that payment or distribution, by the Security Trustee to the extent of that payment.

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the Secured Obligations owing to the relevant Finance Party are denominated pursuant to the relevant Finance Document.

38.6 Calculation of amounts

For the purpose of calculating any person's share of any amount payable to or by it, the Security Trustee shall be entitled to:

(a) notionally convert the Secured Obligations owed to any person into a common base currency (decided in its discretion by the Security Trustee), that notional conversion to be made at the spot rate at which the Security Trustee is able to purchase the notional base currency with the actual currency of the Secured Obligations owed to that person at the time at which that calculation is to be made; and

(b) assume that all amounts received or recovered as a result of the enforcement or realisation of the Secured Property are applied in discharge of the Secured Obligations in accordance with the terms of the Finance Documents under which those Secured Obligations have arisen.

38.7 Release to facilitate enforcement and realisation

(a) Each Finance Party acknowledges that, for the purpose of any enforcement action by the Security Trustee or a Receiver and/or maximising or facilitating the realisation of the Charged Property, it may be desirable that certain rights or claims against an Obligor and/or under certain of the Transaction Security, be released.

(b) Each other Finance Party hereby irrevocably authorises the Security Trustee (acting on the instructions of the Facility Agent) to grant any such releases to the extent necessary to effect such enforcement action and/or realisation including, to the extent necessary for such purpose, to execute release documents in the name of and on behalf of the other Finance Parties.

(c) Where the relevant enforcement is by way of disposal of shares in the Borrower, the requisite release may include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Trustee against the Borrower and of all Security Interests over the assets of the Borrower.

38.8 Dealings with Security Trustee

Each Finance Party shall deal with the Security Trustee exclusively through the Facility Agent.

38.9 Facility Agent's dealings with Hedging Bank

The Facility Agent shall not be under any obligation to act as agent or otherwise on behalf of any Hedging Bank except as expressly provided for in, and for the purposes of, this Agreement.


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38.10 Disclosure between Finance Parties and Security Trustee

Notwithstanding any agreement to the contrary, each of the Obligors consents, until the end of the Facility Period, to the disclosure by any Finance Party to each other (whether or not through the Facility Agent or the Security Trustee) of such information concerning the Obligors as any Finance Party shall see fit.

38.11 Notification of prescribed events

(a) If an Event of Default or Potential Event of Default either occurs or ceases to be continuing, the Facility Agent shall, upon becoming aware of that occurrence or cessation, notify the Security Trustee.

(b) If the Security Trustee enforces, or takes formal steps to enforce, any of the Transaction Security it shall notify each other Finance Party of that action.

(c) If any Finance Party exercises any right it may have to enforce, or to take formal steps to enforce, any of the Transaction Security it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each other Finance Party of that action.

(d) If an "Obligor defaults" on any payment due under a Hedging Agreement, the Hedging Bank which is party to that Hedging Agreement shall, upon becoming aware of that default, notify Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Facility Agent.

(e) If a Hedging Bank terminates or closes-out, in whole or in part, any Hedging Transaction under any Hedging Agreement it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Facility Agent.

38.12 Application and consideration

In consideration for the covenants given to the Security Trustee by the Borrower in Clause 36.12 (Parallel Debt (Covenant to pay the Security Agent)), the Security Trustee agrees with the Borrower to apply all moneys from time to time paid by the Borrower to the Security Trustee in accordance with the provisions of Clause 38.1 (Order of Application)

39. Reference Banks

39.1 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.


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(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 39 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

39.2 Third party Reference Banks

A Reference Bank which is not a Party may rely on Clause 39 (Role of Reference Banks), paragraph (b) of Clause 48.3 (Other exceptions) and Clause 50 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

40. Conduct of business by the Finance Parties

40.1 Finance Parties tax affairs

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

41. Sharing among the Finance Parties

41.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 42 (Payment mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 42 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing


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Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 42.5 (Partial payments).

41.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 42.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

41.3 Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause 41.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

41.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

41.5 Exceptions

(a) This Clause 41 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings;


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(ii) the taking legal or arbitration proceedings was in accordance with the terms of this Agreement; and

(iii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

SECTION 10

ADMINISTRATION

42. Payment Mechanics

42.1 Payments to the Facility Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Agreement), that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Facility Agent, in each case, specifies.

42.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 42.3 (Distributions to an Obligor) and Clause 42.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

42.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 43 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

42.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that


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other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Facility Agent shall notify the Borrower of that Lender's identity and the Borrower shall on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

42.5 Partial payments

(a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Facility Agent, the Security Trustee or the Mandated Lead Arrangers for their own account under those Finance Documents;

(ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under Clause 35.15 (Lenders' indemnity to the Facility Agent and others);

(iii) thirdly, in or towards payment pro rata (a) to the Lenders pro rata of all other amounts due to them but unpaid under the Finance Documents and (b) to the Hedging Banks pro rata of any amounts due to them but unpaid under the Hedging Agreements; and


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(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by all the Lenders and each Hedging Bank, vary the order set out in paragraphs (ii) to (iv) of paragraph (a) above.

42.6 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents (except the Hedging Agreements) shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

42.7 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

42.8 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.

(c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.

(d) All moneys received or held by the Security Trustee or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Trustee against the full cost in relation to the sale. Neither the Security Trustee nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.


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42.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Interbank Market and otherwise to reflect the change in currency.

42.10 Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it;

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.


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42.11 Disruption to payment systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 48 (Amendments and waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 42.11; and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

43. Set-Off

Subject to the notification to the relevant Obligor, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


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44. Notices

44.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

44.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of any Obligor who is a Party, that identified with its name in Schedule 1 (The original parties);

(b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;

(c) in the case of the Security Trustee, the Facility Agent and any other original Finance Party, that identified with its name in Schedule 1 (The Original Parties); and

(d) in the case of each Lender or other Finance Party, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party in the relevant capacity,

or, in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Facility Agent (or the Facility Agent may notify to the other Finance Parties and the Obligors who are Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

44.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 44.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Facility Agent or the Security Trustee will be effective only when actually received by the Facility Agent or the Security Trustee and then only if it is expressly


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marked for the attention of the department or officer identified in Schedule 1 (The original parties) (or any substitute department or officer as the Facility Agent or the Security Trustee shall specify for this purpose).

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause 44.3 will be deemed to have been made or delivered to each of the Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

44.4 Notification of address and fax number

Promptly upon changing its' address or fax number, the Facility Agent shall notify the other Parties.

44.5 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and, in the case of any electronic communication made by a Party to the Facility Agent or the Security Trustee, only if it is addressed in such a manner as the Facility Agent or the Security Trustee shall specify for this purpose.

(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the


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purpose of this Agreement or any other Finance Document shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 44.5.

44.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

45. Calculations and Certificates

45.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

45.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

45.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Interbank Market differs, in accordance with that market practice.

46. Partial Invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


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47. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

48. Amendments and Waivers

48.1 Required consents

(a) Subject to Clause 48.2 (All Lender matters) and Clause 48.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all the Finance Parties and other Obligors.

(b) The Facility Agent may (or, in the case of the Security Documents, instruct the Security Trustee to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 48.

(c) Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 35.11 (Rights and discretions of the Facility Agent and the Security Trustee), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

(d) Each Obligor agrees to any such amendment or waiver permitted by this Clause 48 which is agreed to by the Borrower.

48.2 All Lender matters

An amendment, waiver or discharge or release or a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(a) the following definitions in Clause 1.1 (Definitions):

(i) "Anti-Corruption Laws";

(ii) "Last Availability Date";

(iii) "Majority Lenders";

(iv) "Anti-Money Laundering Laws";

(v) "Restricted Party";


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(vi) "Sanctions";

(vii) "Sanctions Authority"; and

(viii) "Sanctions List";

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated;

(d) an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(e) a change to the Borrower or any other Obligor;

(f) any provision which expressly requires the consent or approval of all the Lenders;

(g) Clause 2.2 (Finance Parties' rights and obligations), Clause 7.2 (Change of control), Clause 7.12(a) (Sanctions and the EU Blocking Regulation), Clause 8.9 (Application of prepayments), Clause 18.21 (Anti-corruption and anti-money laundering laws), Clause 18.31 (Sanctions), Clause 21.2 (Use of proceeds), Clause 21.4 (Business Integrity), Clause 21.6 (Anti-Corruption Law), Clause 21.7 (Sanctions and lawful use), Clause 31.21 (Sanctions), Clause 33 (Changes to the Lenders), Clause 41 (Sharing among the Finance Parties), this Clause 48, Clause 52 (Governing law), Clause 53 (Arbitration) and any other provision expressly regulating Business Integrity, Anti-Corruption Law or Sanctions matters;

(h) the order of distribution under Clause 38.1 (Order of application);

(i) the order of distribution under Clause 42.5 (Partial payments);

(j) the currency in which any amount is payable under any Finance Document;

(k) an increase in any Commitment or the Total Commitments, an extension of any period within which the Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments rateably;

(l) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i) any guarantee and indemnity granted under any Finance Document;

(ii) the Charged Property; or


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(iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed;

(m) any amendment, release or waiver to the definition of or any clause relating to Anti-Corruption Laws, Sanctions or Anti-Money Laundering Laws;

(n) the circumstances in which any of the Transaction Security is permitted or required to be released under any of the Finance Documents; or

(o) any change, release or waiver of a Lessee Credit Support Provider or any of its obligations under the Lessee Credit Support to which it is a party,

shall not be made, or given, without the prior consent of all the Lenders.

48.3 Other exceptions

(a) Amendments to or waivers in respect of the Hedging Agreements may only be agreed by the relevant Hedging Bank.

(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, any Hedging Bank, a Reference Bank or the Mandated Lead Arrangers in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Facility Agent, the Security Trustee, the relevant Hedging Bank, that Reference Bank or the Mandated Lead Arrangers (as the case may be).

(c) Notwithstanding Clauses 48.1 and 48.2 and paragraph (b) above, the Facility Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.

48.4 Releases

Except with the approval of the Lenders or for a release which is expressly permitted or required by the Finance Documents, the Facility Agent shall not have authority to authorise the Security Trustee to release:

(a) any Charged Property from the Transaction Security; or

(b) any Obligor from any of its guarantee or other obligations under any Finance Document.

49. Confidential Information

49.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 49.2 (Disclosure of Confidential Information) and Clause 49.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security


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measures and a degree of care that would apply to its own confidential information. Nothing in this Clause 49 shall operate to release any Party from any prior confidentiality undertaking to any other Party or to GLNG except as expressly agreed in writing.

49.2 Disclosure of Confidential Information

Subject to clause 49.1, any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraphs (b) (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 35.20 (Relationship with the Lenders and Hedging Banks));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or (ii) above;

(v) to whom information is required or requested to be disclosed by any court or tribunal of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the


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rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 33.8 (Security over Lenders' rights);

(viii) who is a Party; or

(ix) with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate; and

(c) to any person appointed by that Finance Party or by a person to whom paragraphs (b)(i) or (ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors; and

(e) to any insurance or reinsurance broker, insurer or reinsurer retained by such Finance Party.

49.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors;

(ii) country of domicile of Obligors;


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(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) Clause 52 (Governing law);

(vi) the names of the Facility Agent and the Mandated Lead Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Commitments;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) the term of the Facility;

(xiii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Borrower represents on the date of this Agreement and each Utilisation Date that none of the information set out in paragraphs (a)(i) to (xiv) above is unpublished price-sensitive information.

(d) The Facility Agent shall notify the Borrower and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.


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49.4 Entire agreement

This Clause 49 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

49.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

49.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body or the rules of any relevant stock exchange or pursuant to any applicable law or regulation pursuant to Clause 49.2 (Disclosure of Confidential Information) except where such disclosure is made to any such person during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 49.

49.7 Continuing obligations

The obligations in this Clause 49 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

50. Confidentiality of Funding Rates and Reference Bank Quotations

50.1 Confidentiality and disclosure

(a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential


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and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Facility Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 9.4 (Notification of rates of interest); and

(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it


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may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be.

(d) The Facility Agent's obligations in this Clause 50 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 9.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

50.2 Related obligations

(a) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

(b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

(i) of the circumstances of any disclosure made pursuant to Clause 50.1(c)(ii) (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 50.

50.3 No Event of Default

No Event of Default will occur under Clause 31.7 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 50.

51. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.


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SECTION 11

GOVERNING LAW AND ENFORCEMENT

52. Governing law

This Agreement and any non-contractual obligations connected with it are governed by English law.

53. Arbitration

(a) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force which rules are deemed to be incorporated by reference to this Clause.

(b) The tribunal shall consist of a panel of three arbitrators (the "Tribunal") appointed in accordance with the SIAC Rules.

(d) The language of the arbitration shall be English.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

The Original Parties

Borrower


Name:			GIMI MS Corporation
Original Jurisdiction			Republic of the Marshall Islands
Registration number (or equivalent, if any)			98835
English process agent (if not incorporated in England)			Golar Management Limited, currently at 6th Floor, The Zig Zag, 70 Victoria Street, London SW1E 6SQ, England
Registered office			Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960
Address for service of notices			c/o Golar Management Ltd 6th Floor, The Zig Zag 70 Victoria Street London SW1E 6SQ England Attention: CFO E-mail: treasury@golar.com with copy to gml.legal@golar.com Fax: +44(0)20 7063 7901

The Original Lenders


Name			ABN AMRO Bank N.V., Oslo Branch
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			Olav Vs Gate 5 N-0161 Oslo Norway Attention: [***] E-mail: [***]


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Name			Clifford Capital Pte. Ltd.
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			1 Raffles Quay #23-01, North Tower Singapore 048583 Fax: +65 6444 9600 Attention: [***] E-mail: [***]


Name			ING Bank N.V.
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			ING Wholesale Banking Location AMP D 05 037 PO Box 1800, 1000 BV Amsterdam The Netherlands Attention: [***] E-mail: [***] Fax: +31 20 5658207


Name			Natixis (DIFC Branch)
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			c/o 68-76 Quai de la Rapée 75012 Paris- France Attention: [***] E-mail: [***] Fax: + 33 1 58 19 38 40


Name			DBS Bank Ltd.
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			12 Marina Boulevard Level 45 DBS Asia Central @Marina Bay Financial Centre Tower 3 Singapore 018982 Attention: [***] E-mail: [***]


Name			Crédit Industriel et Commercial, Singapore Branch
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			182 Cecil Street #33-01 Frasers Towers Singapore 069547 For credit matters: Attention: [***] Telephone: +65 6231 9881 / +65 6231 9890 / +65 6212 9361 / +65 6212 9303 / +65 6212 9410 E-mail: [*] For operations matters: Attention: [*] Telephone: +65 6212 9503 / +65 6231 9716 E-mail: [***]


Name			Intesa Sanpaolo S.p.A., Singapore Branch
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			6 Temasek Boulevard, #42‐04/05 Suntec Tower Four, Singapore 038986 Attention: [***] Fax: +65 6333 8252 E-mail: [***]


Name			Morgan Stanley Senior Funding, Inc.
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			1 New York Plaza New York, NY 10004 United States of America Attention: [***] Fax: +1 718 233 2132 Telephone: +1 212 276 7315 E-mail: [***]


Name			Oversea-Chinese Banking Corporation Limited
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			65 Chulia Street #10-00 OCBC Centre Singapore 048913 Attention: [***] Fax: +65 6536 6449 / +65 6536 9327 E-mail: [***]


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Name			Standard Chartered Bank (Singapore) Limited
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			Marina Bay Financial Centre Tower 1, Level 23 8 Marina Boulevard Singapore 018981 For credit matters: Attention: [***] Telephone: +65 66457468 / +65 66457834 E-mail: [*]For operations matters: Attention: [*]Telephone: +65 66457826 E-mail: [***]


Name			Cathay United Bank, Singapore
Commitment			[*****]
Facility Office, address, fax number and attention details for notices			Marina Bay Financial Centre Tower 1, #13-03 8 Marina Boulevard Singapore 018981 For credit matters: Attention: [***] Telephone: +65 6597 2522 / +65 6597 2526 / +65 6597 2524 E-mail: [*] For operations matters: Attention: [*] Telephone: +65 6597 2556 / +65 6597 2503 / +65 6597 2553 / +65 6597 2557 E-mail: [***]

The Facility Agent


Name			ING Bank N.V.
Facility Office, address, fax number and attention details for notices			Agency Department Bijlmerplein 888 1102 MG Amsterdam The Netherlands Attention: [***] E-mail: [***]

The Security Trustee


Name			ING Bank N.V.
Facility Office, address, fax number and attention details for notices			Agency Department Bijlmerplein 888 1102 MG Amsterdam The Netherlands Attention: [***] E-mail: [***]

The Original Hedging Banks


Name			ABN AMRO Bank N.V.
Facility Office, address, fax number and attention details for notices			c/o Markets Documentation Unit (HQ7206) Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands Attention: [***] E-mail: [***]


Name			ING Bank N.V.
Facility Office, address, fax number and attention details for notices			Foppingadreef 7 P.O. Box 1800 NL-1000 BV Amsterdam The Netherlands Attention: [***] E-mail: [***] Fax: +31-20-501-3381


Name			Natixis
Facility Office, address, fax number and attention details for notices			47 Quai d’Austerlitz – 75013 Paris BP4 – 75060 Paris Cedex 2 – FRANCE Attention: [***]Telephone: 00 33 1 58 55 83 64 E-mail: [***]


Name			DBS Bank Ltd.
Facility Office, address, fax number and attention details for notices			12 Marina Boulevard Level 41 DBS Asia Central @Marina Bay Financial Centre Tower 3 Singapore 018982 Attention: [***] E-mail: [***]


Name			Crédit Industriel et Commercial, Singapore Branch
Facility Office, address, fax number and attention details for notices			182 Cecil Street, #33-01 Frasers Towers, Singapore 069547 For credit matters: Attention: [***] Telephone: +65 6231 9881 / +65 6231 9890 / +65 6212 9361 / +65 6212 9303 / +65 6212 9410 E-mail: [*] For operations matters: Attention: [*]Telephone: +65 6212 9503 / +65 6231 9716 E-mail: [***]


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Name			Standard Chartered Bank (Singapore) Limited
Facility Office, address, fax number and attention details for notices			Marina Bay Financial Centre Tower 1, Level 23 8 Marina Boulevard Singapore 018981 For credit matters: Attention: [***] Telephone: +65 66457468 / +65 66457834 E-mail: [*] For operations matters: Attention: [*]Telephone: +65 66457826 E-mail: [***]


Name			Cathay United Bank
Facility Office, address, fax number and attention details for notices			Marina Bay Financial Centre Tower 1, #13-03 8 Marina Boulevard Singapore 018981 For credit matters: Attention: [***] Telephone: +65 6597 2522 / +65 6597 2526 / +65 6597 2524 E-mail: [*] For operations matters: Attention: [*] Telephone: +65 6597 2556 / +65 6597 2503 / +65 6597 2553 / +65 6597 2557 E-mail: [***]

The Account Bank


Name			ING Bank N.V.
Address, fax number and attention details for notices			Agency Department Bijlmerplein 888 1102 MG Amsterdam The Netherlands Attention: [***]E-mail: [***]

Schedule 2

Vessel Information


Name of Vessel:			GIMI
Builder:			Keppel Shipyard Limited
Builder's registered office:			51 Pioneer Sector 1, Singapore 628437
Name Plate Capacity			[*****] (or such other amount as is agreed or determined in accordance with clause 6 (Variations)) of the LOA)
Scheduled Redelivery Date:			The scheduled date for Redelivery is required to take place as notified by the Contractor to the Sub-Contractor, which as of the Date of Agreement (as defined in the Main Building Contract) is scheduled as: (a) if a Limited Notice to Proceed (as defined in the Main Building Contract) is issued, the later of thirty-eighty (38) months from the LNTP Date (as defined in the Main Building Contract)and thirty-four (34) months from the Commencement Date (as defined in the Main Building Contract); or (b) if no Limited Notice to Proceed is issued, thirty-eighty (38) months from the Commencement Date, as such date may be adjusted or postponed in accordance with the terms of the Main Building Contract.
Date and description of Main Building Contract:			The amended and restated engineering, procurement, construction, installation and commissioning contract between the Builder and the Borrower dated 13 December 2018 for the repair, modification and conversion of an existing vessel into an FLNG Facility.
Yard where Vessel to be converted to the FLNG Facility:			The shipyards occupied and operated by the Builder or its Affiliates in Singapore.
Date of Parent Guarantee:			17 April 2019
Name and address of Parent Guarantor:			Keppel Offshore & Marine Ltd, a company incorporated in Singapore, whose registered office is at 1 Harbourfront Avenue #18-01 Keppel Bay Tower Singapore 098632
Flag State:			Marshall Islands
Port of Registry:			Marshall Islands
LOA description:			Lease and Operate Agreement dated 26 February 2019, as acceded to by the Operator pursuant to a deed of accession dated 7 August 2019.
Lessee:			BP Mauritania Investments Limited
Class notations:			+OI Ship-Shaped LNG Production and Storage Unit POSMOOR BIS. Topsides shall be assessed by Det Norske Veritas Germanischer Lloyd to comply with the design, fabrication and survey for the PROD (LNG) notation.
Classification Society:			Det Norske Veritas Germanischer Lloyd (DNVGL)
Major Casualty Amount:			$25,000,000

Schedule 3

Conditions Precedent

Part 1

Conditions Precedent to First Utilisation Request

1. Corporate documents

(a) A copy of the Constitutional Documents of each Original Obligor.


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(b) A copy of a resolution of the board of directors of each Original Obligor (or, if applicable, any committee of such board empowered to approve and authorise the following matters):

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party (its "Relevant Documents") and resolving that it execute, deliver and perform the Relevant Documents to which it is a party;

(ii) authorising a specified person or persons to execute its Relevant Documents on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with its Relevant Documents.

(c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee.

(d) A specimen of the signature of each person who has signed a Relevant Document authorised by the resolution referred to in paragraph (b) above in relation to its Relevant Documents and related documents.

(e) A certificate of each Original Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.

(f) A copy of any power of attorney under which any person is appointed by any Original Obligor to execute any of its Relevant Documents on its behalf.

(g) A certificate of an authorised signatory of each relevant Original Obligor certifying that each copy document relating to it specified in this Part of this Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.

2. Finance Documents

(a) A duly executed original of this Agreement.

(b) A duly executed original of each of the following Original Security Documents:

(i) the Mortgage

(ii) each Insurance Assignment;

(iii) each Payment Guarantee;


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(iv) each Performance Guarantee;

(v) the Security Assignment;

(vi) each Share Security Agreement;

(vii) the Account Security;

(viii) the Hedging Contract Security;

(ix) the General Assignment;

(x) the Operator's Undertaking;

(xi) the Supervisor's Undertaking;

(xii) the Vessel Manager's Undertaking; and

(xiii) the Subordination Deed,

together with all letters, transfers, certificates and other documents required to be delivered under each such Original Security Document.

(d) Duly executed notices of assignment and acknowledgements of those notices as required by any of the Original Security Documents.

(e) A duly executed original of the Quiet Enjoyment Agreement.

(f) A duly executed original of the Step In Agreement.

(g) Documentary evidence that all filings and registrations that are required and capable to be made under applicable laws by the Obligors in relation to the Finance Documents have been entered into and filed and/or registered with the relevant registry by the date of the first Utilisation.

3. Hedging Agreements and Hedging Contract Security

Evidence that:

(a) Each of the Hedging Agreements has been executed by the Borrower and each Hedging Bank;

(b) the Borrower has executed the Hedging Contract Security; and

(c) any notice required to be given to a Hedging Bank under the Hedging Contract Security has been given to it and acknowledged by it in the manner required by the Hedging Contract Security.


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4. Project Documents

(a) A copy, certified as a true copy by a duly authorised signatory of the Borrower, of:

(i) the Preliminary Agreement;

(ii) the LOA Documents;

(iii) the Operating Services Agreement;

(iv) the EPC Contract Documents; and

(v) the Shareholder Agreement,

in each case duly executed by the parties thereto and, if copies have not been delivered to the Facility Agent prior to the date of this Agreement, in form and substance satisfactory to the Lenders.

(b) A certificate from the Borrower confirming that each of the Project Documents to which it is a party and is delivered to the Facility Agent pursuant to paragraph (a) above is a true, complete and accurate copy of such document and all amendments and supplements to it are at the date of the relevant Utilisation Request and that all such documents remain in full force and effect on such date.

(c) A copy of each of the Inter-Governmental Co-operation Agreement and the UUOA, together with any amendments or supplements thereto and, in relation to the Inter-Governmental Co-operation Agreement, a certified English translation.

(d) Such evidence as the Facility Agent may require as to the due incorporation of the Lessee and any other party to the Project Documents listed in paragraph (a) above (other than an Obligor), their power and authority to enter into and perform those documents and the authorisation of their entry into them.

5. Accounts and financial information

(a) An updated project cashflow forecast model for the Borrower.

(b) An updated financial model for GLNG.

6. Legal opinions

The following legal opinions, each addressed to the Facility Agent, the Security Trustee, the Original Hedging Banks and the Original Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility and substantially in the form approved by the Facility Agent prior to the signing of this Agreement:

(a) legal opinion of Clifford Chance Pte. Ltd. on matters of English law;


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(b) legal opinion of Clifford Chance Pte. Ltd. on matters of Singapore law;

(d) legal opinion of counsel to the Lenders on matters of Senegal law;

(e) legal opinion of Campbells on matters of Marshall Islands law;

(f) legal opinion of Davis Polk on matters of Delaware law; and

(g) legal opinion of Appleby (Bermuda) Limited on matters of Bermuda law.

7. Financial Statements, Accounts and financial information

(a) The Facility Agent has received the Original Financial Statements of each of the Guarantors.

(b) Evidence that any Account required to be established under Clause 28 (Project Accounts) has been opened and established.

(c) Evidence that any Account Security in respect of each Project Account has been executed and delivered by the Borrower and that any notice required to be given to an Account Bank under that Account Security has been given to it and acknowledged by it in the manner required by that Account Security and that an amount has been credited to it.

8. Reports

(a) An opinion from the LTA verifying the status of Project Schedule and the Total Project Costs in the Project Budget Statement.

(b) The Initial Technical Report and opinion from the LTA, issued in accordance with the Agreed Scope of Work and verifying:

(i) the status of Project Schedule and the Total Project Costs in the Project Budget Statement (including confirmation as to whether there has been any cost overrun);

(ii) that a total of at least $300,000,000 of Project Costs has been paid by the Sponsors through the Borrower as Shareholder Contributions or Shareholder Loans in accordance with the Project Budget Statement;

(iii) the health and safety plan for the Vessel is acceptable.

(c) The GTA Development Plan (including milestones, critical paths for Phase 1A and information on reserves, the production profile and production costs).

9. "Know Your Customer Requirements"

Such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with "know your customer" or similar


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identification procedures under all laws and regulations applicable to that Finance Party, including specimen signatures.

10. Fees

The Fee Letters have been duly executed by the Borrower.

11. Project Information

Structure charts reflecting (i) the ownership structure of Block C8 and the Saint Louis Offshore Profond Block, (ii) the Lessee, Kosmos and government legal entities (for both Senegal and Mauritania) and (iii) the ownership percentage of each entity in the relevant structure chart in each case to the extent such information has been provided to the Borrower.

12. Insurance

An opinion in form and substance satisfactory to the Lenders from the Insurance Advisor confirming the satisfactory arrangement of the Insurances and letters of undertaking from insurers.

13. Environmental and social

(a) The environmental and social impact assessment (ESIA) for the GTA.

(b) The environmental and social management plan (ESMP) for the GTA.

(d) An environmental report.

14. LOA Documents and related security

Such evidence as the Facility Agent may require as to the due incorporation of the Lessee and any other party to the LOA Documents, the Quiet Enjoyment Agreement and the Step In Agreement, their power and authority to enter into and perform those documents and the authorisation of their entry into them.

15. Other documents and evidence

(a) A duly executed original of each Confirmation Letter.

(b) Satisfactory evidence that British Petroleum and the BP Lessee Credit Support Provider were not in any way involved in any misconduct [*****].

(c) Evidence of the Borrower's ownership of the Vessel, and registration of the Vessel with no prior encumbrances (other than Permitted Maritime Liens), in both cases acceptable to the Facility Agent.

(d) Evidence that any process agent referred to in any provision of any Finance Document entered into on or before the first Utilisation Date requiring the


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appointment of a process agent, if not an Original Obligor, has accepted its appointment.

(e) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the Vessel and entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.


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Part 2

Conditions Precedent to each Advance

In relation to each Advance made or to be made:

1. Certificates

(a) The Facility Agent receives a certificate from a duly authorised officer of the Borrower certifying that as of the relevant Utilisation Date:

(i) each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended;

(ii) that each of the Project Documents delivered to the Facility Agent in Part 1 of this Schedule is a true, complete and accurate copy of such document; that no amendments and supplements to it are existing at the date of the relevant Utilisation Request and that all such documents remain in full force and effect on such date;

(iii) there has been no change in the structure charts delivered pursuant to paragraph 10 of Part 1 of this Schedule or, if there has been a change, new structure charts are delivered to the Facility Agent;

(iv) there has been no:

(A) amendments or variations to the LOA and EPC Contract Documents;

(B) release of the Builder or any Parent Guarantor from any of its obligations under the Main Building Contract or any other EPC Contract Document;

(D) waiver of any material breach of the obligations described in paragraphs (B) and (C) above;

(E) consent to anything which would otherwise be such a material breach under any Project Document; or

(F) claims certificate (qualified as appropriate) from the EPC Contractors in connection with the EPC Contracts;

except as may be stated in such confirmation and which have already been advised by the Borrower to the Facility Agent in writing and, if approval of the same was required under the Finance Documents, so approved;


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(v) there has been no material breach or default by any party to a Project Document in respect of their obligations under the Project Documents to which they are a party;

(vi) there are no material defects, rectification or modification works undertaken in respect of the technology relevant to the Vessel, proposed suspension of works, as defined under the relevant clauses in the EPC Contracts during the Conversion Period; and

(vii) the aggregate amount outstanding under the Facility will not exceed the aggregate amount available under the Lessee Credit Support as a result of making the proposed drawdown.

(b) A certificate of an authorised signatory of each other Obligor which is party to any of the Original Security Documents required to be executed before the first Utilisation certifying that each copy document relating to it specified in Part 2 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended.

2. LTA

(a) An updated Technical Report issued in accordance with the Agreed Scope of Work and verifying:

(i) the progress and adequacy of the Works, setting out in reasonable detail the actual budget status and conversion progress achieved compared to the Initial Project Budget and the Project Schedule;

(ii) the updated Project Budget Statement;

(iii) that no funding shortfall or expected delays to achieve Final Acceptance before the Last Availability Date remain outstanding, if these had been identified as such in accordance with Clause 27.8(f) (LTA) and, if such circumstance remains outstanding, that an appropriate recovery plan is in place and outline any additional project monitoring that is deemed necessary;

(iv) that there are no defects, rectification or modification works undertaken in respect of the technology relevant to the Vessel as a FLNG Facility, proposed suspension of the Works;

(v) the aggregate Project Costs incurred to date and, following the first Advance, since the last Utilisation and the confirmation required by Clause 4.3(b) (Further conditions precedent);

(vi) the Total Project Costs as at the date of the Utilisation Request and the confirmation required by Clause 4.3(c) (Further conditions precedent);


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(vii) that any part of the relevant Project Costs or Ancillary Project Costs which are not to be financed by the relevant Advance have been paid or will be paid by the Borrower simultaneously with the relevant Advance;

(viii) in relation to each Contract Instalment Advance:

(A) that the relevant Contract Instalment is due or that the Borrower has already paid, and the Builder has received, such Contract Instalment (as applicable);

(B) in the event that, under the terms of the Main Building Contract, the relevant Contract Instalment is payable upon completion of a stage of the conversion of the Vessel relating to the relevant Contract Instalment Advance, that such stage of construction has been completed in accordance with the provisions of the Main Building;

(ix) in relation to each Ancillary Project Cost Advance, that the Borrower has already paid for such Ancillary Project Costs; and

(x) in relation to the Final Advance, that Final Acceptance has occurred.

(b) The Facility Agent receives the most recent LTA quarterly progress report issued in accordance with Clause 27.8(f) (LTA).

3. Updated Project cashflow forecast

An updated Project cashflow model and cash balance for the Borrower.

4. Fees

Evidence acceptable to the Facility Agent that all Fees, Costs and expenses due to the Finance Parties from the Borrower have been, or will, on the relevant Utilisation Date, be paid in full.

5. No Potential Event of Default or Event of Default

There is no Potential Event of Default or Event of Default that is continuing.

6. No FM Event

No FM Event has occurred and is continuing.


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Schedule 4

Utilisation Request

From: Gimi MS Corporation

To: ING Bank N.V.

Dated: []

Dear Sirs

$700,000,000 Facility Agreement dated [] (the Facility Agreement)

1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow an Advance on the following terms:


Advance Type			[Contract Instalment Advance / Ancillary Project Cost Advance / Interest Payment Advance]
Proposed Utilisation Date:			[] (or, if that is not a Business Day, the next Business Day)
Amount:			$ []

3. We confirm that each condition specified in Clause 4.3 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4. The purpose of this Advance is [specify purpose complying with Clause 3 of the Facility Agreement] and its proceeds should be credited to [the relevant EPC Contractor, being [name of EPC Contractor]][name of Shareholder] at the following account:

[]

5. We request that the first Interest Period for the Loan be [] Months.

6. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

Gimi MS Corporation

Schedule 5

Selection Notice


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From: Gimi MS Corporation

To: ING Bank N.V.

Dated: []

Dear Sirs

$700,000,000 Facility Agreement dated [] (the Facility Agreement)

1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. This Selection Notice is served with reference to the Loan of [insert amount of the Loan] that [will be made][was made] on [insert details of Utilisation Date] (the "Relevant Loan").

3. We request that the next Interest Period for the Relevant Loan be [3][6]1 Months.

4. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

Gimi MS Corporation

Schedule 6

Form of Transfer Certificate

To: ING Bank N.V. as Facility Agent

From: ["The Existing Lender"] (the "Existing Lender") and ["The New Lender"] (the "New Lender")

Dated:

$700,000,000 Facility Agreement dated [] (the Facility Agreement)

1. We refer to the Facility Agreement. This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purposes of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

1 Note: Select as appropriate.


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2. We refer to Clause 33.6 (Procedure for assignment or transfer) of the Facility Agreement:

(a) [The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 33.6 (Procedure for assignment and transfer), all of the Existing Lender's rights and obligations under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement as specified in the Schedule.]2

(b) [The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement as specified in the Schedule.

(c) The Existing Lender is released from the obligations owed by it which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement specified in the Schedule (but the obligations owed by the Obligors under the Finance Documents shall not be released).

(d) On the Transfer Date the New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (c) above.]3

(e) The proposed Transfer Date is [].

(f) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 44.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 33.5 (Limitation of responsibility of Existing Lenders).

4. [The New Lender confirms that it [is]/ [is not] a Borrower Affiliate.]

5. [This Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 33.7 (Copy of Transfer Certificate to Borrower), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.]

6. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

7. This Agreement and any non-contractual obligations connected with it are governed by English law.

2 Novation Method.

3 Assignment Method.


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8. This Agreement has been entered into on the date stated at the beginning of this Agreement.

THE SCHEDULE

Rights [assignment and assumption method: to be assigned and obligations to be released and undertaken] [novation method: and obligations to be transferred]

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]


[Existing Lender]			[New Lender]
By:			By:

This Agreement is accepted by the Facility Agent as a Transfer Certificate for the purposes of the Facility Agreement and the Transfer Date is confirmed as [].

[assignment and assumption method: Signature of this Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.]

ING Bank N.V. as Facility Agent

By:

ING Bank N.V. as Security Trustee

By:]

Schedule 7

Form of Compliance Certificate

To: ING Bank N.V. as Facility Agent

From: [] as [Borrower][Guarantor]

Dated: []

Dear Sirs

$700,000,000 Facility Agreement dated [] (the "Facility Agreement")

1. I/We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.


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2. I/We confirm that: [Insert details of covenants to be certified]

3. [I/We confirm that no Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.]

Signed by:

[Finance Director] [Chief Financial Officer]

[Borrower][Guarantor]

[Auditors of [Borrower][Guarantor]]4

Schedule 8

Indicative Amortisation Schedule

4 Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the auditors.


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Repayment Number	Principal (prior to repayment) ($)	Principal repayment ($)	Principal outstanding (following repayment) ($)
1 (First Repayment Date)	700,000,000	14,583,333	685,416,667
2	685,416,667	14,583,333	670,833,333
3	670,833,333	14,583,333	656,250,000
4	656,250,000	14,583,333	641,666,667
5	641,666,667	14,583,333	627,083,333
6	627,083,333	14,583,333	612,500,000
7	612,500,000	14,583,333	597,916,667
8	597,916,667	14,583,333	583,333,333
9	583,333,333	14,583,333	568,750,000
10	568,750,000	14,583,333	554,166,667
11	554,166,667	14,583,333	539,583,333
12	539,583,333	14,583,333	525,000,000
13	525,000,000	14,583,333	510,416,667
14	510,416,667	14,583,333	495,833,333
15	495,833,333	14,583,333	481,250,000
16	481,250,000	14,583,333	466,666,667
17	466,666,667	14,583,333	452,083,333
18	452,083,333	14,583,333	437,500,000
19	437,500,000	14,583,333	422,916,667
20	422,916,667	14,583,333	408,333,333
21	408,333,333	14,583,333	393,750,000
22	393,750,000	14,583,333	379,166,667
23	379,166,667	14,583,333	364,583,333
24	364,583,333	14,583,333	350,000,000
25	350,000,000	14,583,333	335,416,667
26	335,416,667	14,583,333	320,833,333
27 (Final Repayment Date)	320,833,333	320,833,333	-

Schedule 9

LTA's Scope of Work

1 Overview

A summary description of the scope of each phase is given in the sections below.

2 Phase 1 – Initial Due Diligence Report

The scope for the initial due diligence report has been split into four sections, namely: (a) vessel technical and design due diligence; (b) project execution plan due diligence; (c) commercial due diligence; and (d) risk analysis. The LTA's scope of work for this initial report is detailed in the following sections.


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(1) Vessel technical and design due diligence

For the technical due diligence, the LTA's technical team will complete a review of the GLNG FLNG design specifications and the Gimi field specific technical aspects to:

(1) Ascertain the robustness of and suitability of the technical design;

(2) Assess the appropriateness and suitability of the Vessel design to enable the Vessel to meet its functional requirements, performance standards, design life with respect to topsides, hull and marine design and requirements of class, flag and coastal authorities, to the extent available;

(3) Highlight any major accident and incident risks associated with the construction, commissioning and operations of the project, in consideration of the technology, construction/operating arrangements and metocean data; and

(4) Provide an opinion on the technical suitability of the Vessel to be capable of reliably performing in accordance with the performance standards under the LOA.

(2) Project execution plan due diligence

The LTA will conduct a review of the contracting strategy, execution plan and costs and opine on whether these are sufficient and appropriate with regards to completing on time and on budget.

The LTA will review the project schedule, assess the project budget and opine on the adequacy of the contingencies and allowances. The LTA will highlight risk areas that might be of concern to the Lenders and suggest mitigations where appropriate.

(3) Commercial due diligence

The LTA's commercial review will be focused on technical considerations, including an opinion on the suitability of the design versus requirements under the LOA.


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(4) Project participants

The LTA will assess the capabilities of the key project participants to complete their contractual scope to implement and operate the project on time and on budget.

(5) Risk analysis

In parallel with the due diligence activities completed above, the LTA will assess and record any identified key risks during the Vessel construction, installation, pre-commissioning, commissioning and operations phases. The risk assessment will outline potential ramifications on the Project and propose mitigating measures where appropriate.

3 Phase 2 – Project Execution Due Diligence

(1) Progress reports

The LTA will provide ongoing progress monitoring to the Lenders throughout the execution phase of the Project, producing quarterly progress reports to the Lenders. This will be based on monthly progress reports, and quarterly budget expenditure reports provided by the Sponsors.

In each of these quarterly progress reports, the LTA will:

(1) Verify the progress of the conversion with reference to design, engineering procurement, conversion and start-up (where applicable), health and safety, and project risks;

(2) Verify the latest budget status and conversion progress achieved compared to the Initial Project Budget and Project Schedule, including an opinion on whether the Project is progressing on time and on budget and, if not confirmation that an appropriate recovery plan is in place;

(3) Update on outstanding matters raised by the LTA in the previously issued Technical Reports; and


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(4) Validate on whether the relevant review and hold points in the LOA have been achieved (where applicable), and comment on how the progress achieved relates to the scheduled Final Acceptance date.

(2) Equity validation

The LTA will review the latest project expenditure report, invoice copies and payment remittance documents and provide a confirmation to the Lenders that the first USD300,000,000 has been paid by the Sponsors through the Borrower in accordance to the Initial Project Budget, to be used as the Facility conditions precedent to first Advance.

(3) Drawdown reports

The LTA will provide drawdown reports as part of the Facility conditions precedent to each Advance. The drawdown report will be based on the most recent progress and budget data, and the LTA will:

(1) Verify the latest budget status and conversion progress achieved compared to the Initial Project Budget and Project Schedule, including an opinion on whether the Project is progressing on time and on budget and, if not confirmation that an appropriate recovery plan is in place;

(2) Confirm that no funding shortfall or expected delays to achieve Final Acceptance remain outstanding;

(3) There are no defects, rectification or modification works undertaken in respect of the technology relevant to the Vessel as an FLNG Facility, proposed suspension of works, as defined under the relevant clauses in the EPC Contracts during the Conversion Period;

(4) Perform invoice validation and other financial certification of costs, in respect of the Advance; and where the Loan exceeds or will exceed as a result of the proposed Utilisation $300,000,000, confirm that the amount of


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each Advance (other than the Final Advance) does not exceed [*****] of the Project Costs to date to which that Advance relates;

(5) Confirm that following the proposed Utilisation, the Loan does not exceed [*****] of Total Project Costs to date;

(6) Confirm that any part of the relevant Project Costs or Ancillary Project Costs which are not to be financed by the relevant Advance have been paid or will be paid by the Borrower; and

(7) In relation to each Contract Instalment Advance;

(A) that the relevant Contract Instalment is due or that the Borrower has already paid, and the Builder has received, such Contract Instalment (as applicable);

(B) in the event that, under the terms of the Main Building Contract, the relevant Contract Instalment is payable upon completion of a stage of the conversion of the Vessel relating to the relevant Contract Instalment Advance, verification that such stage of construction has been completed in accordance with the provisions of the Main Building Contract.

(4) Shipyard visits

If required, as part of the progress reports listed above, the LTA will conduct visits to the Conversion Yard to verify the progress stated in the progress reports or perform key milestone verification inspections, up to six shipyard inspections prior to sail-away.

4 Phase 3 – Redelivery Due Diligence Report

Prior to sail-away of the Vessel, the LTA will prepare a Redelivery Report for the Lenders.

This phase will be a desktop exercise, relying on reports from Keppel Shipyard and/or the Borrower. If required, the LTA may conduct a visit to the Conversion Yard to perform this milestone verification.


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The Redelivery Due Diligence Report will cover the following areas:

(1) The completeness of the Project concept, engineering design and functional requirements in accordance with the basis of design under the EPC Contracts to meet the LOA performance standards;

(2) The Project's adherence to the relevant environment, engineering, health and safety standards including Classification, Flag State and HSSE requirements;

(3) The Sailaway hold point under the LOA has been achieved;

(4) Review of the project schedule and budget;

(5) Review the outstanding work list (punch list) to ascertain whether any critical items remain outstanding and comment on the acceptability of associated work plans for completion of punch list items;

(6) Verify that any concerns or outstanding matters raised by the LTA in the previously issued Technical Reports have been adequately addressed; and

(7) Assessment of the Vessel's operational readiness including confirmation that the operating plan under the LOA has been submitted and approved by the Lessee.

5 Phase 4 – Final Acceptance Report

Following sailaway of the Vessel, the LTA will prepare a final technical due diligence report for the Lenders as part of the Facility conditions precedent to the Final Advance.

This phase will be a desktop exercise, relying upon reports from the Borrower and Operator as appropriate.

The final report will cover the following key scope areas. The LTA will:

(1) Confirm that the terms of the Final Acceptance have been met;

(2) Verify the final project budget;

(3) Review project documentation and confirm that no default or warranty issues are outstanding with the EPC contractor, subcontractor and/or suppliers;


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(4) Review the outstanding work list (punch list) to ascertain whether any critical items remain outstanding and comment on the acceptability of associated work plans for completion of punch list items; and

(5) Verify that any concerns or outstanding matters raised by the LTA in the previously issued Technical Reports have been adequately addressed.

6 Phase 5 – Release of the Performance Guarantees

Prior to the release of the Performance Guarantees, estimated to be 12 months from Final Acceptance, the LTA will assess the Vessel performance against the LOA post Final Acceptance as part of the Performance Guarantee Release Conditions under the Facility.

This phase will be a desktop exercise relying upon the reports from the Borrower and Operator as appropriate.

The LTA will provide a certification confirming that all of the following conditions in points (a) to (e) below have been met, in line with the Performance Guarantee Release Conditions:

(a) The Vessel has achieved a minimum of eighty-five per cent. (85%) Base Capacity taken on average for the last six (6) months of the twelve (12) month period following Final Acceptance;

(b) All four (4) trains of the Vessel have achieved an average of at least the Base Capacity over a continuous period of at least seventy-two (72) hours during the twelve (12) months following Final Acceptance;

(c) The Vessel has achieved eighty-five per cent. (85%) compliance (on an individual average basis) for the last six (6) months of the twelve (12) month period, with the following performance standards pursuant to the LOA, following Final Acceptance:

(i) Feed Gas Usage Performance Standard;

(ii) LNG Delivery Performance Standard;

(iii) LNG Specification Performance Standard; and

(iv) Emissions Performance Standard;

(d) There are no defects to the Vessel which would give rise to a right of the Lessee to terminate the LOA; and

(e) The Vessel has successfully passed its Acceptance Test on COD and subsequent Acceptance Appraisal Period from COD pursuant to the LOA.


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During this phase, for the avoidance of doubt, the LTA will be regarded as an independent technical advisor when assessing the conditions for the release of the Performance Guarantees.

Schedule 10

Withdrawal Request

From: Gimi MS Corporation

To: ING Bank N.V. as Account Bank

Dated: []

Dear Sirs

$700,000,000 Facility Agreement dated [] (the "Facility Agreement")

1. We refer to the Facility Agreement. This is a Withdrawal Request. Terms defined in the Facility Agreement have the same meaning in this Withdrawal Request unless given a different meaning in this Withdrawal Request.

2. We wish to make a withdrawal from an Account on the following terms:


Relevant Project Account:			[Earnings Account / Debt Service Retention Account / Debt Service Reserve Account / Insurance Proceeds Account / Production Bank Account]
Proposed withdrawal date:			[] (or, if that is not a Business Day, the next Business Day)
Withdrawal amount:			$ []

3. We confirm that the conditions applicable to this withdrawal pursuant to Clause 28 (Project Accounts) of the Facility Agreement are satisfied on the date of this Utilisation Request.

4. The purpose of this withdrawal is [specify purpose complying with Clause 28 of the Facility Agreement] and its proceeds should be credited to [name of Project Account][[the Borrower][the Lessee] at the following account:

[]]

5. This Withdrawal Request is irrevocable.

Yours faithfully

authorised signatory for

Gimi MS Corporation


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Schedule 11

Form of Hedging Bank Accession Undertaking

To: ING Bank N.V. as Facility Agent.

From: [Acceding Hedging Bank]

THIS UNDERTAKING is made on [date] by [insert full name of new Hedging Bank] (the "Acceding Hedging Bank") in relation to the facility agreement (the "Facility Agreement") dated [•] between, among others, Gimi MS Corporation as Borrower, ING Bank N.V. as Facility Agent and Security Trustee and the financial institutions listed therein as Original Lenders. Terms defined in the Facility Agreement shall, unless otherwise defined in this Undertaking, bear the same meanings when used in this Undertaking.

The Acceding Hedging Bank has become a provider of hedging arrangements to the Borrower. In consideration of the Acceding Hedging Bank being accepted as a Hedging Bank for the purposes of the Facility Agreement, the Acceding Hedging Bank confirms, for the benefit of the parties to the Facility Agreement, that, as from [date], it intends to be party to the Facility Agreement as a Hedging Bank, and undertakes to perform all the obligations expressed in the Facility Agreement to be assumed by a Hedging Bank and agrees that it shall be bound by all the provisions of the Facility Agreement, as if it had been an original party to the Facility Agreement as a Hedging Bank.

This Undertaking and any non-contractual obligations arising out of or in connection with it are governed by English law.

THIS UNDERTAKING has been entered into on the date stated above and is executed as a deed by the Acceding Hedging Bank and is delivered on the date stated above.

For and on behalf of

[Name of Acceding Hedging Bank]

Address: []

Attention: []

Email: []

Fax: []


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Accepted by the Security Trustee			Accepted by the Facility Agent

for and on behalf of			for and on behalf of
ING Bank, N.V. as Security Trustee			ING Bank, N.V. as Facility Agent
Date:			Date:

SIGNATURES

THE BORROWER

EXECUTED

for and on behalf of GIMI MS CORPORATION

by:

_/s/ Elizabeth Lord

Name: Elizabeth Lord

Title: Attorney-in-fact


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THE FACILITY AGENT

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ G.B. Schinning /s/ K.A.van Coblijn

Name: G.B. Schinnig K.A.van Coblijn

Title:

THE SECURITY TRUSTEE

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/ s/ G.B. Schinning /s/ K.A.van Coblijn

Name: G.B. Schinnig K.A.van Coblijn

Title:


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THE MANDATED LEAD ARRANGERS

EXECUTED

for and on behalf of ABN AMRO BANK N.V.

by:

_/s/ J.P. Keijzer /s/ Ceyda Sipahi

Name: J.P. Keijzer Ceyda Sipahi

Title: Managing Director Director

EXECUTED

for and on behalf of CLIFFORD CAPITAL PTE. LTD.

by:

_/s/ Low Li Ping, Audra

Name: Low Li Ping, Audra

Title: Head of Origination and Structuring

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ Jana van Aalst /s/ E.P. Nederkoorn

Name: Jana van Aalst E.P. Nederkoorn

Title: Director Managing Director


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EXECUTED

for and on behalf of NATIXIS

by:

_/s/ Marie-Anais Esprit /s/ Adel Eisoth

Name: Marie-Anais Esprit Adel Eisoth

Title:


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THE ORIGINAL LENDERS

EXECUTED

for and on behalf of ABN AMRO BANK N.V., OSLO BRANCH

by:

_/s/ J.P. Keijzer /s/ Ceyda Sipahi

Name: J.P. Keijzer Ceyda Sipahi

Title: Managing Director Director

EXECUTED

for and on behalf of CLIFFORD CAPITAL PTE. LTD.

by:

_/s/ Low Li Ping, Audra

Name: Low Li Ping, Audra

Title: Head of Origination and Structuring

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ Jana van Aalst /s/ E.P. Nederkoorn

Name: Jana van Aalst E.P. Nederkoorn

Title: Director Managing Director


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EXECUTED

for and on behalf of NATIXIS

by:

_/s/ Marie-Anais Esprit_ /s/ Adel Eisolh

Name: Marie-Anais Esprit Adel Eisolh

Title:

EXECUTED

for and on behalf of DBS BANK LTD.

by:

_/s/ Dorian Delteil

Name: Dorian Delteil

Title: Head of Oil & Gas

EXECUTED

for and on behalf of Crédit Industriel et Commercial, Singapore Branch

by:

_/s/ Lee Chow Wee /s/ Reymon Chin

Name: Lee Chow Wee Reymon Chin

Title: Head of Shipping & Offshore Asia Pacific Vice President Legal


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EXECUTED

for and on behalf of Intesa Sanpaolo S.p.A., Singapore Branch

by:

_/s/ Girolamo Benedetti /s/ Wong Siew Leok

Name: Girolamo Benedetti Wong Siew Leok

Title: General Manager Manager

EXECUTED

for and on behalf of Morgan Stanley Senior Funding, Inc.

by:

_/s/ Hamish Bunn

Name: Hamish Bunn

Title: Authorized Signatory

EXECUTED

for and on behalf of Oversea-Chinese Banking Corporation Limited

by:

_/s/ Mike Ng

Name: Mike Ng

Title: WCM


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EXECUTED

for and on behalf of Standard Chartered Bank (Singapore) Limited

by:

_/s/ Abhishek Pandey

Name: Abhishek Pandey

Title: Managing Director & Head Shipping Finance

EXECUTED

for and on behalf of CATHAY UNITED BANK

by:

_/s/ Daniel H. Lim

Name: Daniel H. Lim

Title: CEO


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THE ORIGINAL HEDGING BANKS

EXECUTED

for and on behalf of ABN AMRO BANK N.V.

by:

_/s/ J.P. Keijzer /s/ Ceyda Sipahi

Name: J.P. Keijzer Ceyda Sipahi

Title: Managing Director Director

EXECUTED

for and on behalf of ING BANK N.V.

by:

_/s/ Jana van Aalst /s/ E.P. Nederkoorn

Name: Jana van Aalst E.P. Nederkoorn

Title: Director Managing Director

EXECUTED

for and on behalf of NATIXIS

by:

_/s/ Jacqueline Pung

Name: Jacqueline Pung

Title: Structured Finance Hedging Sales


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EXECUTED

for and on behalf of DBS BANK LTD.

by:

_/s/ Lawrence Chan

Name: Lawrence Chan

Title: Managing Director

EXECUTED

for and on behalf of Crédit Industriel et Commercial, Singapore Branch

by:

_/s/ Lee Chow Wee /s/ Reymon Chin

Name: Lee Chow Wee Reymon Chin

Title: Head of Shipping & Offshore Asia Pacific Vice President Legal

EXECUTED


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for and on behalf of Standard Chartered Bank (Singapore) Limited

by:

_/s/ Matthew Lepinay

Name: Matthew Lepinay

Title: Managing Director, Global Head of Rates Structuring

EXECUTED

for and on behalf of CATHAY UNITED BANK

by:

_/s/ Daniel H. Lim

Name: Daniel H. Lim

Title: CEO


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BYE-LAWS OF

Golar LNG Limited

Amended and Adopted on September 28, 2007 and further amended on September 20, 2013 and further amended at the Annual General Meeting of the Company held on September 24, 2020.

/s/ Georgina Sousa

Name: Georgina Sousa

Title: Secretary

INTERPRETATION

1.In these Bye-Laws unless the context otherwise requires-

•"Associate" means:

(a) in respect of an individual, such individual's spouse, former spouse, sibling, aunt, uncle, nephew, niece or lineal ancestor or descendant, including any step-child and adopted child and their issue and step parents and adoptive parents and their issue or lineal ancestors;

(b) in respect of an individual, such individual's partner and such partner's relatives (within the categories set out in (a) above);

(c) in respect of an individual or body corporate, an employer or employee (including, in relation to a body corporate, any of its directors or officers);

(d) in respect of a body corporate, any person who controls such body corporate, and any other body corporate if the same person has control of both or if a person has control of one and persons who are his Associates, or such person and persons who are his Associates, have control of the other, or if a group of two or more persons has control of each body corporate, and the groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of either group as replaced by a person of whom he is an Associate. For the purposes of this paragraph, a person has "control" of a body corporate if either (i) the directors of the body corporate or of any other body corporate which has control of it (or any of them) are accustomed to acting in accordance with his instructions or (ii) he is entitled to exercise, or control the exercise of, one-third or more of the votes attaching to all of the issued shares of the body corporate or of another body corporate which has control of it (provided that where two or more persons acting in concert satisfy either of the above conditions, they are each to be taken as having control of the body corporate);

•"Bermuda" means the Islands of Bermuda;

•"Board" means the Board of Directors of the Company or the Directors present at a meeting of Directors at which there is a quorum;

•"Business Day" means a day on which banks are open for the transaction of general banking business in each of Oslo, Norway, New York, USA and Hamilton, Bermuda;

•"Company" means the company incorporated in Bermuda under the name of Golar LNG Limited on the 10th day of May, 2001;

•"Companies Acts" means every Bermuda statute from time to time in force concerning limited companies insofar as the same applies to the Company;

•“Electronic Record” means a record created, stored, generated, received or communicated by electronic means and includes any electronic code or device necessary to decrypt or interpret such a record;

•"Extraordinary Resolution" means a resolution passed by a majority of not less than two-thirds of the votes cast at a general meeting of the Company;

•"Listing Exchange" means any stock exchange or quotation system upon which any of the shares of the Company are listed from time to time;

•"Ordinary Resolution" means a resolution passed by a simple majority of votes cast at a general meeting of the Company;

•"Oslo Stock Exchange" means the Oslo Stock Exchange;

•"paid up" means paid up or credited as paid up;

•“Principal Act” means The Companies Act, 1981 (Bermuda) as amended, restated or re-enacted from time to time;

•"Register" means the Register of Shareholders of the Company and includes any branch Register;

•"Registered Office" means the registered office for the time being of the Company;

•"Registrar" means such person or body corporate as may, from time to time, be appointed by the Board as Registrar;

•"Registration Office" means the place where the Board may from time to time determine to keep a branch Register of Shareholders and where (except in cases where the Board otherwise directs) the transfer and documents of title are to be lodged for registration;

•“Resident Representative” means any person appointed to act as the resident representative of the Company and includes any deputy or assistant resident representatives;

•"Seal" means the common seal of the Company and includes any duplicate thereof;

•"Secretary" includes a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary;.3

•"Shareholder" means a shareholder of the Company;

•"these Bye-Laws" means these Bye-Laws in their present form or as from time to time amended;

•“Treasury Shares” means any share of the Company that was acquired and held by the Company, or as treated as having been acquired and held by the Company which has been hold continuously by the Company since it was acquired and which has not been cancelled;

•"VPS" means "Verdipapirsentralen", the computerized central share registry maintained in Oslo, Norway for bodies corporate whose shares are listed for trading on the Oslo Stock Exchange, and includes any successor registry;

•for the purpose of these Bye-Laws a body corporate shall be deemed to be present in person if its representative duly authorized pursuant to the Companies Acts is present;

•words importing the singular number also include the plural number and vice versa;

•words importing the masculine gender also include the feminine and neuter genders respectively;

•words importing persons also include companies and associations or bodies of persons, whether corporate or unincorporated;

•references to writing shall include typewriting, printing, lithography, facsimile, photography and other modes of reproducing or reproducing words in a legible and non-transitory form;

•unless otherwise defined herein, any words or expressions defined in the Principal Act in force on the date when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be);

•any reference in these Bye-Laws to any statute or section thereof shall, unless expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time;

•headings in these Bye-Laws are inserted for convenience of reference only and shall not affect the construction thereof.

REGISTERED OFFICE

2.The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

SHARE RIGHTS

3. Subject to the Companies Acts and any special rights conferred on the holders of any other share of class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Ordinary Resolution determine.

4. Subject to the Companies Acts, any preference shares may, with the sanction of an Ordinary Resolution, be issued on terms:

(a) that they are to be redeemed on the happening of a specified event or on a given date; and/or

(b) that they are liable to be redeemed at the option of the Company; and/or

(c) if authorized by the memorandum of association or incorporating Act of the Company, that they are liable to be redeemed at the option of the holder.

The terms and manner of redemption shall be either as the Company may in general meeting determine or, in the event that the Company in general meeting may have so authorized, as the Board of Directors or any committee thereof may by resolution determine before the issuance of such shares.

5. At any time that the Company holds Treasury Shares, all of the rights attaching to the Treasury Shares shall be suspended and shall not be exercised by the Company. Without limiting the generality of the foregoing, if the Company holds Treasury Shares, the Company shall not have any right to attend and vote at a general meeting or sign written resolutions and any purported exercise of such a right is void.

6. Except where required by the Principal Act, Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital or shares of the Company.

MODIFICATION OF RIGHTS

7. Subject to the Companies Acts, all or any of the rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy-five percent in nominal value of the issued shares of that class or with the sanction of a resolution passed by a majority of seventy-five percent of the votes cast at a separate general meeting of the holders of such shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that:

(a) the necessary quorum at any such meeting shall be two or more persons (or in the event that there is only one holder of the shares of the relevant class, one person) holding or representing by proxy in the aggregate at least one third in nominal value of the shares of the relevant class;

(b) every holder of shares of the relevant class present in person or by proxy shall be entitled on a poll to one vote for every such share held by him; and

8. The rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

POWER TO PURCHASE OWN SHARES

9. The Company shall have the power to purchase its own shares for cancellation.

10. The Company shall have the power to acquire its own shares to be held as Treasury Shares.

11. The Board may exercise all of the powers of the Company to purchase or acquire its own shares, whether for cancellation or to be held as Treasury Shares in accordance with the Principal Act.

12. Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration and upon such terms and conditions as the Board may determine.

13. The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law.

14. Except as ordered by a court of competent jurisdiction, as required by law or as otherwise provided in these Bye-Laws, no person shall be recognized by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognize (even when having notice thereon) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. No shares shall be issued until they are fully paid except as may be prescribed by an Ordinary Resolution.

CERTIFICATES

16. The preparation, issue and delivery of certificates shall be governed by the Companies Acts. A person whose name is entered in the Register as the holder of any shares shall be entitled to receive within two months of a demand for same a certificate for such shares under the Seal of the Company as prima facie evidence of title of such person to such shares. In the case of a share held jointly by several persons, delivery of a certificate for such share to one of several joint holders shall be sufficient delivery to all.

17. If a share certificate is defaced, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence, indemnity and payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.

18. All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by mechanical means or may be printed thereon or that such certificates need not be signed by any persons.

LIEN

19. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company’s lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-Law.

20. The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment has been served on the holder for the time being of the share.

21. The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale the Board may authorize some person to transfer the share sold to the purchaser thereof. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

22. The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least seven days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.

23. A call may be made payable by installments and shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed.

24. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

25. If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the

payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.

26. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non- payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

27. The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

FORFEITURE OF SHARES

28. If a Shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or installment remains unpaid serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

29. The notice shall name a further day (not being less than fourteen days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or installment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, reference in these Bye- Laws to forfeiture shall include surrender.

30. If the requirements of any such notice as aforesaid are not compiled with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or installments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect.

Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

31. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

32. A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and, at any time before a sale, re-allotment or disposition, the forfeiture may be cancelled on such terms as the Board may think fit.

33. A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

34. An affidavit in writing that the deponent is a Director or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorize some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

35. The Secretary shall establish and maintain the Register of Shareholders at the Registered Office in the manner prescribed by the Companies Acts. Unless the Board otherwise determines, the Register of Shareholders shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon on every working day. Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-Law 14.

36. Subject to the Companies Act, the Company may keep a branch Register of Shareholders in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such Register and maintaining a Registration Office in connection therewith.

37. The Secretary shall establish and maintain a register of the Directors and Officers of the Company as required by the Companies Acts. The register of Directors and Officers shall be open to inspection in the manner prescribed by the Companies Acts between 10:00a.m. and 12:00 noon on every working day.

TRANSFER OF SHARES

38. Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable and to the provisions of any applicable United States securities laws including without limitation the United States Securities Act, 1933, as amended, and the rules promulgated thereunder, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve

39. The instrument of transfer of a share shall be signed by or on behalf of the transferor and, where any share is not fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Should the Company be permitted to do so under the laws of Bermuda, the Board may, either generally or in any particular case, upon request by the transferor or the transferee, accept mechanically or electronically (including a transfer by a London Stock Exchange nominee to whom no certificate was issued) executed transfer and may also make such regulations with respect to transfer in addition to the provisions of these Bye-Laws as it considers appropriate. The Board may, in its absolute discretion, decline to register any transfer of any share which is not a fully-paid share.

•The Board shall decline to register the transfer of any share, and shall direct the Registrar to decline (and the Registrar shall decline) to register the transfer of any interest in any share held through the VPS, to a person where the Board is of the opinion that such transfer might breach any law or requirement of any authority or any Listing Exchange until it has received such evidence as it may require to satisfy itself that no such breach would occur.

•The Board may decline to register the transfer of any share, and may direct the Registrar to decline (and the Registrar shall decline if so requested) to register the transfer of any interest in any share held through the VPS, if the registration of such transfer would be likely, in the opinion of the Board, to result in fifty percent or more of the aggregate issued share capital of the Company or shares of the Company to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company being held or owned directly or indirectly, (including, without limitation, through the VPS) by a person or persons resident for tax purposes in a jurisdiction which applies a controlled foreign company tax legislation or a similar tax regime which, in the Board's opinion, will have the effect that Shareholders are taxed individually for a proportion of the Company's profits (a "CFT Jurisdiction"), provided that this provision shall not apply to the registration of shares in the name of the Registrar as nominee of persons whose interests in such shares are reflected in the VPS, but shall apply, mutatis mutandis, to interests in shares of the Company held by persons through the VPS.

•For the purposes of this Bye-Law 39, each Shareholder (other than the Registrar in respect of those shares registered in its name in the Register as nominee of persons whose interests in such shares are reflected in the VPS) shall be deemed to be resident for tax purposes in the jurisdiction specified in the address shown in the Register for such Shareholder, and each person whose interests in shares are reflected in the VPS shall be deemed to be resident for tax purposes in the jurisdiction specified in the address shown in the VPS for such person. If such Shareholder or person is not resident for tax purpose in such jurisdiction or if there is a subsequent change in his residence for tax purposes, such Shareholder shall notify the Company immediately of his residence for tax purposes.

•Where any Shareholder or person whose interests in shares are reflected in the VPS fails to notify the Company in accordance with the foregoing, the Board and the Registrar may suspend sine die such Shareholder's or person's entitlement to vote or otherwise exercise any rights attaching to the shares or interests therein and to receive payments of income or capital which become due or payable in respect of such shares or interests and the Company shall have no liability to such Shareholder or person arising out of the late payment or non-payment of such sums and the Company may retain such sums for its own use and benefit. In addition to the foregoing the Board and the Registrar may dispose of the shares in the Company or interests herein of such Shareholder or person at the best price reasonably obtainable in all the circumstances. Where a notice informing such Shareholder or person of the proposed disposal of his shares or interests therein has been served, his shares or interest therein may not be transferred otherwise than in accordance with this Bye-Law 39 and any other purported transfer of such shares or interests therein shall not be registered in the books of the Company or the VPS and shall be null and void.

•The provision of these Bye-Laws relating to the protection of purchaser of shares sold under lien or upon forfeiture shall apply mutatis mutandis to a disposal of shares or interests therein by the Company or the Registrar in accordance with this Bye-Law.

•Without limiting the generality of the foregoing, the Board may also decline to register any transfer unless:-

(i)the instrument of transfer is duly stamped and lodged with the Company accompanied by the certificate for the shares to which it relates if any and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii)the instrument of transfer is in respect of only one class of share; and

(iii)where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

•Subject to any directions of the Board from time to time in force the Secretary may exercise the powers and discretion of the Board under this Bye-Law 39 and Bye-Laws 38 and 40.

•If fifty percent or more of the aggregate issued share capital of the Company or shares to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company are found to be held or owned directly or indirectly (including, without limitation, through the VPS) by a person or persons resident for tax purposes in a CFT Jurisdiction, other than the Registrar in respect of those shares registered in its name in the Register as nominee of persons whose interests in such shares are reflected in the VPS, the Board shall make an announcement to such effect through the Listing Exchange(s), and the Board and the Registrar shall thereafter be entitled and required to dispose of such number of shares of the Company or interests therein held or owned by such persons as will result in the percentage of the aggregate issued share capital of the Company held or owned as aforesaid being less than fifty percent, and, for these purposes, the Board and the Registrar shall in such case dispose of shares or interests therein owned by persons resident for tax purposes in the CFT Jurisdiction in question on the basis that the shares or interests therein most recently acquired shall be the first to be disposed of (i.e. on the basis of last acquired first sold) save where there is a breach of the obligation to notify tax residency pursuant to the foregoing, in which event the shares or interests therein of the person in breach thereof shall be sold first. Shareholders shall not be entitled to raise any objection to the disposal of their shares, but the provisions of these Bye-Laws relating to the protection of purchasers of shares sold under lien or upon forfeiture shall apply mutatis mutandis to any disposal of shares or interests therein made in accordance with this Bye-Law.

40. If the Board declines to register a transfer it shall, within sixty days after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

41. No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share.

42. The Company may dispose of or transfer Treasury Shares for cash or other consideration.

TRANSMISSION OF SHARES

43. In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognized by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-Law 43, "estate representative" means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognized by the Company for the purpose of this Bye-Law.

44. Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall signify his election by signing an instrument of transfer of such share in

favor of that other person. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer shared by such Shareholder.

45. A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of the shares until the requirements of the notice have been complied with.

46. Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye-Laws 43, 44and 45.

INCREASE OF CAPITAL

47. The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company by Ordinary Resolution shall prescribe.

48. The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.

ALTERATION OF CAPITAL

49. The Company may from time to time by Ordinary Resolution:

(a) increase its capital as provided by Bye-Law 47.;

(b) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

(d) sub-divide its shares or any of them into shares of smaller amount than is fixed by its memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, un paid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

(e) make provision for the issue and allotment of shares which do not carry any voting rights;

(f) cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled;

(g) change the currency denomination of its share capital.

Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law 49, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the

Shareholders who would have been entitled to the fractions, and, for this purpose, the Board may authorize some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

50. Subject to the provisions of the Companies Act and to any confirmation or consent required by law or these Bye-Laws, the Company may by Ordinary Resolution from time to time convert any preference shares into redeemable preference shares.

51. The Company may from time to time purchase its own shares on such terms and in such manner as may be authorized by the Board of Directors, subject to the rules, if applicable, of the Listing Exchange(s).

In the event the Company conducts a tender offer for its shares, any such offer which is made through the facilities of any or all Listing Exchange(s) shall be expressed as being conditional upon no Shareholders or persons resident for tax purposes in a CFT Jurisdiction owning or controlling fifty percent or more of the issued share capital or the votes attaching to the issued and outstanding share capital of the Company following such purchase.

Any share so purchased shall be treated as cancelled, and the amount of the Company's issued share capital shall be diminished by the nominal value of the shares purchased, but such purchase shall not be taken as reducing the amount of the Company's authorized share capital.

REDUCTION OF CAPITAL

52. Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-Laws, the Company may from time to time by Ordinary Resolution authorize the reduction of its issued share capital or any capital redemption reserve fund or any share premium or contributed surplus account in any manner.

53. In relation to any such reduction the Company may by Ordinary Resolution determine the terms upon which such reduction is to be effected, including, in the case of a reduction of part only of a class of shares, those shares to be affected.

GENERAL MEETINGS AND WRITTEN RESOLUTIONS

54. (a) The Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Acts at such times and places subject to the limitation set out below as the Board shall appoint. The Board may whenever it thinks fit, and shall when required by the Companies Acts, convene general meetings other than Annual General Meetings which shall be called Special General Meetings. Any such Annual or Special General Meeting shall be held at the Registered Office of the Company in Bermuda or such other location suitable for such purpose and in no event shall any such Annual or Special General Meeting be held in the United Kingdom or in a CFT Jurisdiction.

(b) Except in the case of the removal of auditors and directors, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the shareholders of the Company may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by a simple majority of all of the Shareholders (or such greater majority as is required by the Companies Acts or these Bye-Laws) or their proxies, or in the case of a shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) on behalf of such Shareholder, being all of the Shareholders of the Company who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution. Such resolution in writing may be signed by, or in the case of a shareholder that is a corporation (whether or not a company

within the meaning of the Companies Acts), on behalf of, all the Shareholders of the Company, or any class thereof, in as many counterparts as may be necessary.

(c) A resolution in writing is passed when the resolution is signed by, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts), on behalf of, such number of the Shareholders of the Company who at the date of the notice represent such majority of votes as would be required if the resolution had been voted on at a meeting of the Shareholders.

(d) A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of shareholders of the Company, as the case may be. A resolution in writing made in accordance with this Bye-Law shall constitute minutes for the purposes of the Companies Acts and these Bye-Laws.

(e) Notice of any resolution to be made pursuant to Bye-Law 54. (b) shall be given, and a copy of the resolution shall be circulated, to all Shareholders who would be entitled to attend a meeting and vote on the resolution in the same manner as that required for a notice of a meeting of the Shareholders at which the resolution could have been considered except that any requirement in the Companies Acts or these Bye-Laws as to the length of the period of notice shall not apply.

NOTICE OF GENERAL MEETINGS

55. An Annual General Meeting shall be called by not less than seven days notice in writing and a Special General Meeting shall be called by not less than seven days notice in writing. The notice period shall be exclusive of the day on which the notice is served or deemed to be served and of the day on which the meeting to which it relates is to be held and shall specify the place, day and time of the meeting, and in the case of a Special General Meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company. Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-Law, it shall be deemed to have been duly called if it is so agreed:

(a) in the case of a meeting called as an Annual General Meeting by all the Shareholders entitled to attend and vote thereat;

(b) in the case of any other meeting by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent in nominal value of the shares giving that right; provided that notwithstanding any provision of these Bye-Laws, no Shareholder shall be entitled to attend any general meeting unless notice in writing of the intention to attend and vote in person or by proxy signed by or on behalf of the Shareholder (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) addressed to the Secretary is deposited (by post, courier, facsimile transmission or other electronic means) at the Registered Office at least 48 hours before the time appointed for holding the general meeting or adjournment thereof.

56. The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to or the non-receipt of notice of a meeting or such instrument of proxy by any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

57. The Board may convene a Special General Meeting whenever it thinks fit. A Special General Meeting shall also be convened by the Board on the written requisition of Shareholders holding at the date of the deposit of the requisition not less than one tenth in nominal value of the paid-up capital of the Company which as at the date of the deposit carries the right to vote at a general meeting of the Company. The requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form each signed by one or more of the requisitionists.

PROCEEDINGS AT GENERAL MEETING

58. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-laws, at least two Members present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum for all purposes.

59. If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two Shareholders or, in the event that there is only one Shareholder, one Shareholder, present in person or by proxy (whatever the number of shares held by them) shall be a quorum. The Company shall give not less than five days notice of any meeting adjourned through want of a quorum and such notice shall state that two Shareholders or, in the event that there is only one Shareholder, one Shareholder, present in person or by proxy (whatever the number of shares held by them) shall be a quorum.

60. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such meeting shall constitute presence in person at such meeting.

61. Each Director and the Company's auditor and Secretary shall be entitled to attend and speak at any general meeting of the Company.

62. The Chairman (if any) of the Board or, in his absence, the President shall preside as chairman at every general meeting. If there is no such Chairman or President, or if at any meeting neither the Chairman nor the President is present within five minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if one Director only is present he shall preside as chairman if willing to act. If no Director is present or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.

63. The chairman of the meeting may, with the consent of those present at any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

64. Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING

65. Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for consideration at any general meeting shall be decided on by Ordinary Resolution.

66. The Board may, with the sanction of an Ordinary Resolution, amalgamate the Company with another company (whether or not the Company is the surviving company and whether or not such an amalgamation involves a change in the jurisdiction of the Company).

67. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

(a) the chairman of the meeting; or

(b) at least three shareholders present in person or represented by proxy; or

(c) any shareholder or shareholders present in person or represented by proxy and holding between them not less than one tenth of the total voting rights of all the shareholders having the right to vote at such meeting; or

(d) a shareholder or shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all such shares conferring such right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands, or on a count of votes received in the form of electronic records, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact without proof of the number of votes recorded for or against such resolution.

68. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forth with. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than three months after the date of the demand) and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.

69. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll whichever is the earlier.

70. On a poll, votes may be cast either personally or by proxy.

71. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

72. If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

73. In the case of any equality of votes at a general meeting, whether on a show of hands or on a count of votes received in the form of electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote.

74. Subject to the provisions of these Bye-Laws and to any special rights or restrictions as to voting for the time being attached to any shares, every Shareholder who is present in person or by proxy or proxies shall have one vote for every share of which he is the holder.

75. In the case of joint holders of a share, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

76. A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.

77. No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

78. If (i) any objection shall be raised to the qualification of any voter or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

79. A Shareholder may appoint one or more proxies to attend at a general meeting of the Company and to vote on his behalf and proxies appointed by a single Shareholder need not all exercise their vote in the same manner. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorized by him in writing or, if the appointor is a body corporate, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

80. Any Shareholder may appoint a standing proxy or (if a body corporate) representative by depositing at the Registered Office a proxy or (if a body corporate) an authorization and such proxy or authorization shall be valid for all general meetings and adjournments thereof or, resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office which, if permitted by the Principal Act, may be in the form of an electronic record. Where a standing proxy or authorization exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect of which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorization and the operation of any such standing proxy or authorization shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

81. Subject to Bye-Law 80, the instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office which, if permitted by the Principal Act, may be in the form of an electronic record, at the place of the

meeting, or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment, or, in either case, or the case of a written resolution, in any document sent therewith, prior to the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequent to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll or, in the case of a written resolution, prior to the effective date of the written resolution and in default the instrument of proxy shall not be treated as valid.

82. Instruments of proxy shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written resolution, forms of instruments of proxy for use at that meeting or in connection with that written resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a written resolution or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates.

83. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Registered Office which, if permitted by the Principal Act may be in the form of an electronic record, the place of the meeting or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

84. Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-Laws related to proxies or authorizations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at general meetings.

85. Notwithstanding any other provision of these Bye-Laws, any Shareholder may appoint an irrevocable proxy by depositing at the Registered Office an irrevocable proxy and such irrevocable proxy shall be valid for all general meetings and adjournments thereof, or resolutions in writing, as the case may be, until terminated in accordance with its own terms, or until written notice of termination is received at the Registered Office signed by the proxy. The instrument creating the irrevocable proxy shall recite that it is constituted as such and shall confirm that it is granted with an interest. The operation of an irrevocable proxy shall not be suspended at any general meeting or adjournment thereof at which the Shareholder who has appointed such proxy is present and the Shareholder may not specially appoint another proxy to vote himself in respect of any shares which are the subject of the irrevocable proxy.

APPOINTMENT AND REMOVAL OF DIRECTORS

86. The number of Directors shall be such number not less than two as the Company by Ordinary Resolution may from time to time determine and each Director shall, subject to the Companies Acts and these Bye-Laws, hold office until the next annual general meeting following his election or until his successor is elected. The Board shall at all times comprise a majority of Directors who are not resident in the United Kingdom.

87. The Company shall at the Annual General Meeting and may in a general meeting by Ordinary Resolution determine the minimum and the maximum number of Directors and may by Ordinary Resolution determine that one or more vacancies in the Board shall be deemed casual vacancies for the purposes of these Bye-Laws. Without prejudice to the power of the Company in any general meeting in

pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy.

88. The Company may in a Special General Meeting called for that purpose remove a Director provided notice of any such meeting shall be served upon the Director concerned not less than fourteen days before the meeting and he shall be entitled to be heard at that meeting. Any vacancy created by the removal of a Director at a Special General Meeting may be filled at the Meeting by the election of another person as Director in his place or, in the absence of any such election, by the Board.

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

89. The office of a Director shall be vacated upon the happening of any of the following events:

(a) if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;

(b) if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that he shall be removed from office;

(d) if he is prohibited by law from being a Director; or

(e) if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-Laws.

ALTERNATE DIRECTORS

90. (a) The Company may by Ordinary Resolution elect a person or persons qualified to be Directors to act as Directors in the alternative to any of the Directors of the Company or may authorize the Board to appoint such Alternate Directors and a Director may appoint and remove his own Alternate Director.

Any appointment or removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office which, if permitted by the Principal Act may be in the form of an electronic record, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary. Any Alternate Director may be removed by Ordinary Resolution of the Company and, if appointed by the Board, may be removed by the Board. Subject as aforesaid, the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director. An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

(b) A Director may at any time, by notice in writing signed by him delivered to the Registered Office of the Company or at a meeting of the Board, appoint any person (including another Director) to act as Alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. The appointment of an Alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. No resident of the United Kingdom and no person who is physically located in the United Kingdom during a meeting of the Board may be elected or appointed as an Alternate Director.

DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

91. The amount, if any, of Directors' fees shall from time to time be determined by the Company by Ordinary Resolution and in the absence of a determination to the contrary in general meeting, such fees shall be deemed to accrue from day to day. Each Director may be paid his reasonable traveling, hotel and incidental expenses properly incurred in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other of these Bye-Laws.

DIRECTORS' INTERESTS

92. (a) A Director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other of these Bye-Laws.

(b) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

(c) Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer of, employed by, a party to any transaction or arrangement with, or otherwise interested in any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other body corporate held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favor of any resolution appointing the Directors or any of them to be directors or officers of such other body corporate, or voting or providing for the payment of remuneration to the directors or officers of such other body corporate.

(d) So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

(e) Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.

POWERS AND DUTIES OF THE BOARD

93. Subject to the provisions of the Companies Acts and these Bye-Laws and to any directions given by the Company in general meeting, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been

given. The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions of the Company for the time being vested in or exercisable by the Board. To the extent permitted by the Companies Acts, the Board may agree that the Company shall not exercise, in whole or in part, any of the powers in the Companies Acts that are reserved to Shareholders.

94. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.

95. All checks, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

96. The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person in connection with the provision of pensions.

97. The Board may from time to time appoint one or more of its body to be a managing director, joint managing director or an assistant managing director or to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any, whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a Director.

DELEGATION OF THE BOARD'S POWERS

98. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such power, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. The Board may revoke or vary any such delegation of power, but no person dealing in good faith with such delegate without notice of such revocation or variation shall be affected by such revocation or variation.

99. The Board may entrust to and confer upon any Director or officer or, without prejudice to the provisions of Bye-Law 99, other individual any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of its own

powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

100. The Board may delegate any of its powers, authorities or discretions to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that, where possible, such committee shall not comprise of a person or a majority of persons who are resident in the United Kingdom. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed upon it by the Board. The Board may revoke or vary any such delegation of its powers, authorities and discretions, but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

PROCEEDINGS OF THE BOARD

101. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit, provided that Board meetings are to be held outside CFT Jurisdictions and the United Kingdom. Questions arising at any meeting shall be determined by a majority of votes cast. No Director (including the Chairman, if any, of the Board) shall be entitled to a second or casting vote. In the case of an equality of votes the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting.

102. Notice of a Board meeting shall be deemed to be duly given to a Director if it is sent to him by post, cable, telex, telecopier, electronic means or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose. Written notice of Board meetings shall be given with reasonable notice being not less than 24 hours whenever practicable. A Director may waive notice of any meeting either prospectively or retrospectively.

103. (a) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be individuals constituting a majority of the Board, provided that a quorum shall not be present unless a majority of the Directors present are neither resident or physically located in the United Kingdom. Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

(b) Subject to the provisions of Bye-Law 96, a Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.

104. So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.

105. The Chairman (if any) of the Board or, in his absence, the President shall preside as chairman at every meeting of the Board. If there is no such Chairman or President, or if at any meeting neither the Chairman nor the President is present within five minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.

106. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of

the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.

107. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted, provided that no such resolution shall be valid and effective unless the signatures of all such directors or all such committee members are affixed outside of the United Kingdom. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned.

108. A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. A meeting of the Board or committee appointed by the Board held in the foregoing manner shall be deemed to take place at the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, at the place where the chairman of the meeting participates which place shall, so far as reasonably practicable, be at the Registered Office of the Company or at an office of one of the group of companies of which the Company is a part, located outside of the United Kingdom. In no event shall the place where the largest group of participating Directors or committee members has assembled or, if no such group exists, the place where the chairman of the meeting participates, be located in the United Kingdom. The Board or relevant committee shall use its best endeavours to ensure that any such meeting is not deemed to have been held in a CFT Jurisdiction, and the fact that one or more Directors may be present at such teleconference by virtue of his being physically in a CFT Jurisdiction shall not deem such meeting to have taken place in such jurisdiction.

109. All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorized by the Board or any committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorized.

OFFICERS

110. The Board may appoint any person whether or not he is a Director to hold such other office as the Board may from time to time determine. Any person elected or appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such officer may have against the Company or the Company may have against such officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Board.

MINUTES

111. The Directors shall cause minutes to be made and books kept for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee;

(c) all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of committees; and

(d) all proceedings of managers (if any).

SECRETARY AND RESIDENT REPRESENTATIVE

112. The Secretary and Resident Representative shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board.

The duties of the Secretary and Resident Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.

113. A provision of the Companies Acts or these Bye-Laws requiring or authorizing a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL

114. The Company may, but need not, have a Seal and one or more duplicate Seals for use in any place outside of Bermuda.

115. If the Company has a Seal:

(A) The Seal shall consist of a circular metal device with the name of the Company around the outer margin thereof and “Bermuda 2001” across the centre thereof. Should the Seal not have been received at the Registered Office in such form at the date of adoption of this Bye-Law then, pending such receipt, any document requiring to be sealed with the Seal shall be sealed by affixing a red wafer seal to the document with the name of the Company, and “Bermuda 2001” typewritten across the centre thereof.

(B) The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these Bye-Laws, any instrument to which the Seal is affixed shall be signed by at least one Director or the Secretary or any two Directors, or by any person (whether or not a Director or the Secretary) who has been authorized either generally or specifically to attest to the use of a Seal;

(C) The Company may have a duplicate Seal for use abroad where and as the Directors shall determine and the Company may by writing under the Seal appoint any agents or agent or committee abroad to be the duly authorized agent of the Company for the purpose of affixing and using such duplicate Seal and they may impose such restrictions on the use thereof as may be thought fit. Wherever in the Bye-Laws reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such duplicate seal as aforesaid.

116. The Secretary, a Director or the Resident Representative may affix and attest the Seal of the Company on any authenticated copies of these Bye-Laws, the incorporation documents of the Company, the minutes of any meeting or any other documents required to be authenticated by such Director, Officer or Resident Representative.

DIVIDENDS AND OTHER PAYMENTS

117. The Board may from time to time declare cash dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests including interim dividends as appear to the Board to be justified by the position of the Company. The Board may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company in the opinion of the Board, justifies such payment.

118. Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid-up on the share;

(b) dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend or distribution is paid.

119. The Board may deduct from any dividend, distribution or other moneys payable to a Shareholder by the Company on or in respect of any share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

120. No dividend, distribution or other moneys payable by the Company on or in respect of any share shall bear interest against the Company unless otherwise provided by the rights attached to such share.

121. Any dividend distribution, interest or other sum payable in cash to the holder of shares may be paid by check or warrant sent through the mail addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such check or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk, and payment of the check or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, distributions or other moneys payable or property distributable in respect of the shares held by such joint holders.

122. Any dividend or distribution out of contributed surplus unclaimed for a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company, and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.

123. The Board may direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets and, in particular, of paid up shares or debentures of any other body corporate, and where any difficulty arises in regard to such distribution or dividend the Board may settle it as it thinks expedient and, in particular, may authorize any person to sell and transfer any fractions or may ignore fractions altogether and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board.

RESERVES

124. The Board may, before recommending or declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion,

either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALIZATION OF PROFITS

125. The Company may, upon the recommendation of the Board, at any time and from time to time resolve by Ordinary Resolution to the effect that it is desirable to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account or any capital redemption reserve fund and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, provided that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted, distributed and credited as fully paid among such Shareholders, or partly in one way or partly in the other, and the Board shall give effect to such resolution, provided that for the purpose of this Bye-Law, a share premium account and a capital redemption reserve fund may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid and provided further that any sum standing to the credit of a share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.

126. Where any difficulty arises in regard to any distribution under the last preceding Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorize any person to sell and transfer any fractions, may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so, or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

RECORD DATES

127. Notwithstanding any other provision of these Bye-Laws the Directors may fix any date as the record date for:

(a) determining the Members entitled to receive any dividend or other distribution and such record date may be on, or not more than 30 days before or after, any date on which such dividend or distribution is declared;

(b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

ACCOUNTING RECORDS

128. The Board shall cause to be kept accounting records sufficient to give a fair presentation in all material respects of the state of the Company's affairs and to show and explain its transactions in accordance with the Companies Acts.

129. The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit and shall at all times be open to inspection by the Directors; PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Director to ascertain with reasonable accuracy the financial position of the Company at the end of each three-month period. No Shareholder (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as required by any Listing Exchange, by law, by regulations or as authorized by the Board or by Ordinary Resolution.

130. A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditor's report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Acts and (without prejudice to the generality of Bye-Law 135) upon the coming into force of Section 2A of the Principal Act, the requirements of this Bye-Law shall be met by the publication of the relevant document as an electronic record on a website designated for the purpose by the Company.

AUDIT

131. Save and to the extent that an audit is waived in the manner permitted by the Companies Acts, auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine, save that the fees of the auditor shall be determined by Ordinary Resolution.

SERVICE OF NOTICES AND OTHER DOCUMENTS

132. Any notice or other document (including a share certificate) shall be in writing (except where otherwise expressly stated) and may be served on or delivered to any Shareholder by the Company either personally or by sending it through the mail (by airmail where applicable) in a prepaid letter addressed to such Shareholder at his address as appearing in the Register or by delivering it to or leaving it at such registered address. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders. Any notice or other document if sent by mail shall be deemed to have been served or delivered two Business Days after it was put in the mail; and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the mail.

133. Any notice of a general meeting of the Company shall be deemed to be duly given to a Shareholder if it is sent to him by cable, telex, telecopier or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served two Business Days after its dispatch.

134. Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has received notice of the death or bankruptcy or name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

135. Upon Section 2A of the Principal Act coming into force, any notice or other document shall be deemed to be duly given to a Shareholder if it is delivered to such Shareholder by means of an electronic record in accordance with Section 2A of the Principal Act.

136. Notwithstanding any other provisions of these Bye-Laws:

(a) where there is a requirement under the Companies Acts or these Bye-Laws that the Company may provide a document to a person, or for the document to accompany another document, the requirement may be met by the delivery, or deemed delivery, of an electronic record of the document in accordance with this Bye-Law;

(b) where there is a requirement under the Companies Acts or these Bye-Laws that a Shareholder provide a document to the Company, or for a document to accompany another document, the requirement may be met by the Shareholder by the delivery, or deemed delivery, of an electronic record of the document in accordance with this Bye-Law;

(c) for the purposes of this Bye-Law, “to provide” includes to sent, forward, give, deliver, submit, file, deposit, furnish, issue, leave at, serve, circulate, lay, make available or lodge;

(d) an electronic record of a document may be delivered to a person by communicating it by electronic means to the person at the address or number that has been notified by the person for the purposes of communication by electronic means;

(e) an electronic record of a document is deemed to have been delivered to a person if it is published on a website and:

(i) the person to whom the document is provided has agreed to have documents of that type provided by way of accessing them on a website instead of them being provided by other means;

(ii) the document is a document of the type to which the agreement applies; and

(iii) the person is notified in accordance with the agreement of the publication of the document on the website, the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website.

provided that, if there is a requirement that a person have access to a document for a specified period of time, the person must be notified of the publication of the document before the commencement of the period and the document must be published on the website throughout the whole of the period.

(f) Nothing in the foregoing shall invalidate the deemed delivery of an electronic copy of a document if:

(i) the document is published for at least part of the period; and

(ii) the failure to publish it throughout the whole of the period is wholly attributable to circumstances that the Company could not reasonably have been expected to prevent or avoid.

WINDING UP

137. If the Company shall be wound up, the liquidator may, with the sanction of an Extraordinary Resolution and any other sanction required by the Companies Acts, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributors as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

INDEMNITY

138. No Director, Alternate Director, Officer, member of a committee authorised under Bye-law 109, Resident Representative of the Company or their respective heirs, executors or administrators shall be liable for the acts, receipts, neglects, or defaults of any other such person or any person involved in the formation of the Company, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company, or for the insufficiency of deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to the Company or otherwise in relation thereto.

139. Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, Resident Representative of the Company or their respective heirs, executors or administrators shall be indemnified and held harmless out of the funds of the Company to the fullest extent permitted by Bermuda law against all liabilities loss damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, Alternate Director, Officer, committee member or Resident Representative and the indemnity contained in this Bye-Law shall extend to any person acting as such Director, Alternate Director, Officer, committee member or Resident Representative in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election.

140. Every Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, Resident Representative of the Company and their respective heirs, executors or administrators shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, Resident Representative in defending any proceedings, whether civil or criminal, in which judgment is given in his

favour, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.

141. To the extent that any Director, Alternate Director, Officer, member of a committee constituted under Bye-Law 109, Resident Representative of the Company or any of their respective heirs, executors or administrators is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.

142. The Board may arrange for the Company to be insured in respect of all or any part of its liability under the provision of these Bye-laws and may also purchase and maintain insurance for the benefit of any Directors, Alternate Directors, Officers, person or member of a committee authorised under Bye-law 109, employees or Resident Representatives of the Company in respect of any liability that may be incurred by them or any of them howsoever arising in connection with their respective duties or supposed duties to the Company. This Bye-law shall not be construed as limiting the powers of the Board to effect such other insurance on behalf of the Company as it may deem appropriate.

143. Notwithstanding anything contained in the Principal Act, the Company may advance moneys to an Officer or Director for the costs, charges and expenses incurred by the Officer or Director in defending any civil or criminal proceedings against them on the condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty is proved against them.

144. Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director, Alternate Director, Officer of the Company, person or member of a committee authorised under Bye-law 109, Resident Representative of the Company or any of their respective heirs, executors or administrators on account of any action taken by any such person, or the failure of any such person to take any action in the performance of his duties, or supposed duties, to the Company or otherwise in relation thereto.

145. The restrictions on liability, indemnities and waivers provided for in Bye-laws 138 to 144 inclusive shall not extend to any matter which would render the same void pursuant to the Companies Acts.

146. The restrictions on liability, indemnities and waivers contained in Bye-laws 138 to 144 inclusive shall be in addition to any rights which any person concerned may otherwise be entitled by contract or as a matter of applicable Bermuda law.

ALTERATION OF BYE-LAWS

147. These Bye-Laws may be amended from time to time in the manner provided for in the Companies Acts, provided that any such amendment shall only become operative to the extent that it has been confirmed by Ordinary Resolution.