Table of Contents

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 quarterly period ended June 30, 2016
 
Commission File Number:  1-35123
 
GOLAR LNG PARTNERS LP
(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 ý        Form 40-F o
 
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): Yes o No ý .
 
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): Yes o No ý .


Table of Contents

GOLAR LNG PARTNERS LP
 
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
 
INDEX
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents


Exhibits

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

4.1**
Bareboat charter by and among Golar Eskimo Corp and Sea 23 Leasing Co. Limited, dated November 4, 2015
4.2*
Side Letter to the Common Terms Agreement, dated March 24, 2016, made by and between Golar Eskimo Corp and Sea 23 Leasing Co. Limited
4.3*
Bareboat charter by and among Golar LNG NB13 Corporation and Sea 24 Leasing Co. Limited, dated November 4, 2015
4.4*
Common Terms Agreement, dated November 19, 2015, made by and between Golar LNG NB13 Corporation and Sea 24 Leasing Co. Limited

4.5*
Memorandum of Agreement, dated November 19, 2015, by and between Golar LNG NB13 and Sea 24 Leasing Co. Limited
4.6*
Additional Clauses to Bareboat Charter Party, dated November 19, 2015, by and between Golar LNG NB13 and Sea 24 Leasing Co. Limited
4.7*
Side Letter to the Common Terms Agreement, dated March 24, 2016, by and between Golar LNG NB13 and Sea 24 Leasing Co. Limited
4.8*
Side Letter Agreement between Golar Partners Operating LLC and Golar LNG Limited, dated May 17, 2016
4.9*
Letter Agreement Amendment between Golar Partners Operating LLC and Golar LNG Limited, dated September 26, 2016
4.10*
Omnibus Agreement, effective as of June 19, 2016, among Golar LNG Limited, Golar Power Limited, Golar LNG Partners LP, Golar GP LLC and Golar Partners Operating LLC

101
The following financial information from Golar LNG Partners LP’s Report on Form 6-K for the quarter ended June 30, 2016, filed with the SEC on October 3, 2016, formatted in Extensible Business Reporting Language (XBRL):
 
i. Unaudited Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2016 and 2015;
 
ii. Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2016 and 2015;
 
iii. Unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 and Audited Balance Sheet as of December 31, 2015;
 
iv. Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015;
 
v. Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital for the six months ended June 30, 2016 and 2015; and
 
vi. Notes to the Unaudited Condensed Consolidated Financial Statements.

* Filed herewith.
** Incorporated by reference.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-3 (333-191909) OF THE REGISTRANT


3

Table of Contents

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 PARTNERS LP
 
 
 
 
Date:
October 3, 2016
By:
/s/ Graham Robjohns
 
 
Name:
Graham Robjohns
 
 
Title:
Principal Executive Officer

4

Table of Contents

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
This Report on Form 6-K for the period ended June 30, 2016 contains certain forward-looking statements concerning future events and our operations, performance and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “will,” “may,” “potential,” “should,” and similar expressions are forward-looking statements. These forward-looking statements reflect management’s current views only as of the date of this Report and are not intended to give any assurance as to future results. As a result, unitholders are cautioned not to rely on any forward-looking statements.
 
Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to:
 
market trends in the floating storage regasification unit (or FSRU) and liquefied natural gas (or LNG) carrier industries, including charter rates, factors affecting supply and demand, and opportunities for the profitable operations of FSRUs, LNG carriers and floating liquefied natural gas vessels (or FLNGs);
our and Golar’s ability to retrofit vessels as FSRUs and the timing of the delivery and acceptance of any such retrofitted vessels by their respective charterers;
our ability to pay cash distributions on our units and the amount of any such distributions;
our ability to integrate and realize the expected benefits from acquisitions, such as our recent acquisition of the Golar Tundra ;
the completion of the Ghana LNG Project and the commencement of the Golar Tundra time charter;
our anticipated growth strategies;
the effect of a worldwide economic slowdown;
turmoil in the global financial markets;
fluctuations in currencies and interest rates;
general market conditions, including fluctuations in charter hire rates and vessel values;
the liquidity and creditworthiness of our customers;
changes in our operating expenses, including drydocking and insurance costs and bunker prices;
our future financial condition or results of operations and our future revenues and expenses;
the repayment of debt and settling of interest rate swaps;
our ability to make additional borrowings and to access debt and equity markets;
planned capital expenditures and availability of capital resources to fund capital expenditures;
the exercise of purchase options by our charterers;
our ability to maintain long-term relationships with major LNG traders;
our ability to leverage Golar’s relationships and reputation in the shipping industry;
our ability to purchase vessels from Golar in the future;
our continued ability to enter into long-term time charters, including charters for floating storage and regasification projects;
our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term time charter;
timely purchases and deliveries of newbuilding vessels;
future purchase prices of newbuildings and secondhand vessels;
our ability to compete successfully for future chartering and newbuilding opportunities;
acceptance of a vessel by its charterer;
termination dates and extensions of charters;

5

Table of Contents

the expected cost of, and our ability to comply with, governmental regulations, maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business;
availability of skilled labor, vessel crews and management;
our general and administrative expenses and our fees and expenses payable under the fleet management agreements and the management and administrative services agreement;
the anticipated taxation of our partnership and distributions to our unitholders;
estimated future maintenance and replacement capital expenditures;
our ability to retain key employees;
customers’ increasing emphasis on environmental and safety concerns;
potential liability from any pending or future litigation;
potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists;
future sales of our common units in the public market;
our business strategy and other plans and objectives for future operations;
challenges by authorities to the tax benefits we previously obtained; and
other factors detailed in this Report and from time to time in our periodic reports.
 

Forward looking statements in this Report on Form 6-K are based upon estimates reflecting the judgment of management and involve known and unknown risks and uncertainties, many of which are beyond our control. These forward-looking statements should be considered in light of various important factors, including those set forth in this report under the caption “Risk Factors” and in our Annual Report on Form 20-F under the caption “Item 3 Key Information Risk Factors.” All forward-looking statements included in this Report on Form 6-K are made only as of the date of this Report on Form 6-K. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.







6

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Unless the context otherwise requires, references in this report to “Golar Partners,” the “Partnership,” “we,” “our,” “us” or similar terms refer to Golar LNG Partners LP, a Marshall Islands limited partnership, or any one or more of its subsidiaries, or to all of such entities. Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Important Information Regarding Forward-Looking Statements” on page 5 for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.
 
This section should be read in conjunction with the interim financial statements presented in this report, as well as the historical consolidated financial statements and notes thereto of Golar LNG Partners LP included in our Annual Report on Form 20-F for the year ended December 31, 2015 .
 
We acquired from Golar LNG Limited (“Golar”) interests in the companies that own and operate the Golar Tundra and the Golar Eskimo in May 2016 and January 2015, respectively. The results of the Golar Eskimo are consolidated into our results as of the date of its acquisition. There has been no retroactive restatement of our financial statements to reflect the historical results of the Golar Eskimo prior to the acquisition date. Pursuant to an agreement entered into between us and Golar in connection with the acquisition of the Golar Tundra, we have the right to require Golar to repurchase the shares of Tundra Corp (the disponent owner and operator of the Golar Tundra) under certain circumstances, and consequently Golar continues to consolidate Tundra Corp and the results of Tundra Corp are not currently reflected in our financial statements.


General
 
We were formed by Golar, a leading independent owner and operator of LNG carriers, to own and operate FSRUs and LNG carriers under long-term charters that generate long-term stable cash flows. As of June 30, 2016 , our fleet consisted of six FSRUs and four LNG carriers. We intend to make additional accretive acquisitions of FSRUs and LNG carriers with long-term charters from Golar and third parties in the future as market conditions permit. Golar is also developing a floating liquefaction (FLNG) business and currently has one FLNG vessel under construction and contracted for an eight year term. We may in the future consider potential opportunities to expand our business through the acquisition of interests in FLNG assets from Golar.
 

Recent Developments

Since January 1, 2016, the significant developments that have occurred are as follows:

Acquisitions

In February 2016, we entered into an agreement with Golar to acquire (the “Tundra Acquisition”) the disponent owner and operator of the FSRU, the Golar Tundra (“Tundra Corp”), for a purchase price of $330.0 million less assumed net lease obligations and net of working capital adjustments. We paid an initial $30 million deposit to Golar in February 2016. The Tundra Acquisition closed on May 23, 2016, at which time we paid the remaining $77.2 million cash purchase consideration. Concurrent with the closing of the Tundra Acquisition, we entered into an agreement with Golar (as amended, the “Tundra Letter Agreement”) pursuant to which Golar agreed pay us a daily fee plus operating expenses, from the closing date until the date that operations commence under the vessel’s charter with West African Gas Limited (“WAGL”). In return we agreed to pay to Golar any hire or other contract-related payments actually received with respect to the vessel. The Tundra Letter Agreement furthermore includes that in the event the Golar Tundra has not commenced service under the charter by May 23, 2017, we have the option to require Golar to repurchase the Tundra Corp at a price equal to the original purchase price (the “Tundra Put Option”).

The Golar Tundra was built by Korean shipyard, Samsung Heavy Industries Co. Ltd., and was delivered to Golar in November 2015. The Golar Tundr a is subject to a time charter with WAGL, for an initial term of five years, which may be extended for an additional five years at WAGL’s option. WAGL is a joint venture of the Nigerian National Petroleum Corporation and Sahara Energy Resource Ltd that is developing an LNG import project at the port of Tema on the coast of Ghana (the “Ghana LNG Project”). The Golar Tundra was expected to commence operations in order to serve the Ghana LNG Project in the second quarter of 2016. However, the Ghana LNG Project has experienced delays and WAGL has not been able to accept the Golar Tundra.

Tundra Corp issued its notice of readiness to WAGL in mid June 2016, with payments due under the contract accruing 30 days thereafter. However, due to the significant delays in connection with the Ghana LNG Project, WAGL has not been able to accept the vessel. We have received assurances that the Ghana LNG Project remains intact. However, at this time, we are unable to predict when or if the Golar Tundra will commence operations under its time charter with WAGL.

7

Table of Contents


Golar is engaged in continuing constructive dialogue with WAGL with regard to finding a mutually agreeable way forward for the project, which we believe to be needed and supported by the Government of Ghana. As noted above, the Tundra Put Option permits us to sell Tundra Corp back to Golar if the vessel does not commence operations under its charter with WAGL by May 23, 2017.

For a discussion of certain risks associated with the Tundra Acquisition see “Risk Factors.”

Financing

In April 2016, we entered into an $800.0 million senior secured credit facility (the “$800 million credit facility”) which refinanced the bank debt secured by seven of our existing vessels and provided the remaining part of the cash purchase price for the acquisition of the Golar Tundra . The facility has a five year term and consists of a $650.0 million term loan facility and a $150.0 million revolving credit facility. It is repayable in quarterly installments with a total final balloon payment of $453.0 million in 2021, together with any amounts outstanding under the revolving facility, the maximum amount of which in 2021 would be $75.0 million. The facility is provided by a syndicate of banks and bears interest at LIBOR plus a margin of 2.5% as well as a commitment fee on undrawn amounts.

For a description of the sale and leaseback transaction in respect of the Golar Tundra , see note 3 to our unaudited condensed consolidated financial statements.

Cash Distributions

On May 13, 2016, we paid a quarterly cash distribution with respect to the quarter ended March 31, 2016 of $0.5775 per unit. This cash distribution amounting to $38.2 million in the aggregate, was paid to all unitholders of record as of the close of business on May 6, 2016.

On August 12, 2016, we paid a quarterly cash distribution with respect to the quarter ended June 30, 2016 of $0.5775 per unit. This cash distribution, amounting to $38.2 million in the aggregate, was paid to all unitholders of record as of the close of business on August 5, 2016.

Unit Repurchase Program

In December 2015, our board of directors approved a common unit repurchase program of up to $25.0 million of the outstanding common units of the Partnership in the open market over a two year period. During the six months ended June 30, 2016 , 38,000 units were repurchased and, in accordance with the provisions of the Partnership Agreement, were deemed cancelled and not outstanding with immediate effect.

Expiration of Subordination Period

In the second quarter of 2016, our board of directors determined that the conditions precedent for the expiration of the subordination period set forth in the definition of “Subordination Period” contained in the Partnership Agreement were satisfied, and on June 30, 2016, all 15,949,831 subordinated units (all of which were held by Golar) converted into common units on a one-for-one basis.

Golar LNG Partners LP Long Term Incentive Plan

The Golar LNG Partners LP Long Term Incentive Plan (the “GMLP LTIP”) was adopted by our board of directors, effective as of May 30, 2016. The purpose of the GMLP LTIP is to promote our interests and the interests of our affiliates by providing employees and consultants  of  the Partnership, its general partner or any of their  affiliates and directors of the Partnership with incentive compensation awards to encourage superior performance. The maximum aggregate number of common units that may be delivered pursuant to any and all awards under the GMLP LTIP shall not exceed 500,000 common units, subject to adjustment due to recapitalization or reorganization as provided under the GMLP LTIP. The GMLP LTIP allows for grants of (i) unit options, (ii) unit appreciation rights, (iii) restricted unit awards, which may include tandem unit distribution rights, (iv) phantom units, (v) unit awards, (vi) other unit-based awards, (vii) cash awards, (viii) distribution equivalent rights (whether granted alone or in tandem with another award, other than a restricted Unit or Unit award), (ix) substitute awards and (x) performance-based awards. To date, no awards have been granted under the GMLP LTIP.

Golar Power Omnibus Agreement


8

Table of Contents

On June 29, 2016, Golar entered into a joint venture (“Golar Power”) with investment vehicles affiliated with private equity firm Stonepeak Infrastructure Partners. Golar Power, is expected to offer integrated LNG based downstream solutions, through the ownership and operation of FSRUs and associated terminal and power generation infrastructure. Golar has agreed to transfer certain assets to Golar Power, including two LNG carriers capable of conversion to FSRUs and one FSRU that is currently under construction. Golar Power’s operations are expected to involve, the long term chartering of FSRUs to an operator of a gas fired power plant in order to facilitate the importation of LNG to fuel such plant.

In connection with the formation of Golar Power, we entered into an omnibus agreement with Golar and Golar Power (the “Golar Power Omnibus Agreement”). Pursuant to the Golar Power Omnibus Agreement, Golar Power agreed not to acquire, own, operate or charter any FSRU or LNG carrier operating under a charter for five or more years (“Five-Year-Vessels”), subject to certain exceptions. The non-competition provisions applicable to Golar Power under the Golar Power Omnibus Agreement are similar to those applicable to Golar pursuant to the Omnibus Agreement that we entered into in connection with our initial public offering. In addition, under the Golar Power Omnibus Agreement, the Golar Power Entities granted to us a right of first offer on any proposed sale, transfer or other disposition of any Five-Year Vessels owned or acquired by any Golar Power Entity. 

Upon a change of control of us or our general partner, the Golar Power Omnibus Agreement shall terminate immediately. In the event that one or more Golar LNG Entities (as defined in the Golar Power Omnibus Agreement) cease to own, in the aggregate, at least 33 1/3% of the ownership interests in Golar Power, the Golar Power Omnibus Agreement shall terminate as of the date such ownership interest falls below 33 1/3%.

Other Partnership Matters

On September 28, 2016, Doug Arnell resigned from our board of directors. Our General Partner has appointed Mr. Andrew Whalley, an existing director, to replace Mr. Arnell as one of our board’s three appointed directors. As a result of this appointment, Mr. Whalley, who was previously an elected director, will now serve as one of our board’s three appointed directors. Also, effective September 28, 2016, Mr. Jeremy Kramer has been appointed by the remaining elected directors of our board to fill the vacancy created as a result of Mr. Whalley’s appointment as an appointed director. Mr. Kramer will also serve on the Partnership’s conflicts committee.

Mr. Kramer has been a Senior Portfolio Manager at Neuberger Berman for the last 18 years (1998-2016), managing equity portfolios primarily for high net worth clients. Prior to that, Mr. Kramer worked at Alliance Capital from 1994 to 1998, first as a Securities Analyst following several industries, including railroads, truckers, air freight and industrial conglomerates and then as a Portfolio Manager focused on small and mid-cap equity securities. He also managed a closed-end fund, the Alliance Global Environment Fund. Mr. Kramer worked at Neuberger Berman from 1988 to 1994 as a Securities Analyst following several industries, including railroads, conglomerates and environmental services. Mr. Kramer graduated from Harvard University Graduate School of Business in 1988 with an MBA. He graduated with a BA from Connecticut College in 1983.

On September 28, 2016, at our 2016 annual meeting, the unitholders elected Alf C. Thorkildsen as a Class I director, whose term will expire at the 2019 annual meeting.

9

Table of Contents

Results of Operations
 
Three Month Period Ended June 30, 2016 Compared with the Three Month Period Ended June 30, 2015
 
The following table presents details of our consolidated revenues and expense information for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 :
 
 
Three Months Ended June 30,
 
 
 
 
(in thousands of $, except TCE)
2016
 
2015
 
$ Change
 
% Change
Operating revenues
111,752

 
105,715

 
6,037

 
6
 %
Vessel operating expenses
(16,878
)
 
(17,214
)
 
336

 
(2
)%
Voyage and commission expenses
(1,429
)
 
(2,160
)
 
731

 
(34
)%
Administrative expenses
(1,700
)
 
(1,496
)
 
(204
)
 
14
 %
Depreciation and amortization
(24,869
)
 
(22,574
)
 
(2,295
)
 
10
 %
Interest income
603

 
296

 
307

 
104
 %
Interest expense
(14,577
)
 
(14,080
)
 
(497
)
 
4
 %
Other financial items
(15,571
)
 
(1,468
)
 
(14,103
)
 
961
 %
Income taxes
(6,013
)
 
(3,417
)
 
(2,596
)
 
76
 %
Net income
31,318

 
43,602

 
(12,284
)
 
(28
)%
Non-controlling interest
(3,336
)
 
(2,574
)
 
(762
)
 
30
 %
 
 
 
 
 
 
 
 
TCE (1)  (to the closest $100)
121,900

 
117,000

 
4,900

 
4
 %
__________________________________
(1)      TCE is a non-GAAP financial measure. See “Non-GAAP Measure” for a computation of TCE.  
 
Operating revenues: Total operating revenues increased by $6.0 million to $111.8 million for the three months ended June 30, 2016 compared with $105.7 million for the same period in 2015 . This is primarily due to:

$6.1 million of additional revenue from the Golar Freeze being on-hire throughout the three months ended June 30, 2016 compared with 51 days off-hire during the same period in 2015 due to her scheduled drydock; and
 
$1.8 million of additional revenue from the Golar Eskimo following the expiration of the sub-lease with Golar on June 30, 2015 and the commencement of charter hire revenue from the Hashemite Kingdom of Jordan.

This was partially offset by:

a $0.9 million reduction in revenue from the Golar Grand due to a lower daily time charter rate following her lay up in December 2015.

The average daily time charter equivalent rate, or TCE, for the three months ended June 30, 2016 increased by $4,900 to $121,900 compared to $117,000 for the same period in 2015, primarily as a result of the Golar Freeze being on hire throughout the quarter.
 
Vessel operating expenses: The decrease of $0.3 million in vessel operating expenses to $16.9 million for the three months ended June 30, 2016 , as compared to $17.2 million for the three months ended June 30, 2015 was primarily due to:

$0.2 million in additional repairs and maintenance costs incurred in respect of the Golar Spirit due to her scheduled maintenance window for the three months ended June 30, 2015. There were no comparable costs in the three months ended June 30, 2016; and

a decrease of $1.0 million in operating expense with respect to the Golar Grand in the three months ended June 30, 2016 after she was placed in lay-up in December 2015.

This was partially offset by:


10

Table of Contents

$1.0 million in incremental repairs and maintenance costs incurred by the NR Satu during her scheduled maintenance window in the three months ended June 30, 2016.
 
Voyage and commission expenses: Voyage and commission expenses decreased by $ 0.7 million to $1.4 million for the three months ended June 30, 2016 , compared to $2.2 million for the same period in 2015 , due to lower bunker consumption and commission costs incurred by the Golar Igloo .

Depreciation and amortization : Depreciation and amortization increased by $2.3 million to $24.9 million for the three months ended June 30, 2016 , compared to $22.6 million for the same period in 2015 . This was primarily due to:

$1.9 million of incremental intangibles amortization from the Golar Eskimo following her acquisition in January 2015. This increase is due to the fact that the allocation of the purchase price to the identifiable assets was finalized in the fourth quarter of 2015; and

$0.4 million of incremental vessel depreciation from Golar Freeze following her scheduled drydocking in the second quarter of 2015.

Interest expense: Interest expense increased by $0.5 million to $14.6 million for the three months ended June 30, 2016 , compared to $14.1 million for the three months ended June 30, 2015 . This was principally due to:

the $0.7 million higher interest arising on the refinancing of the Golar Eskimo debt; and

$1.2 million incremental interest on the $150.0 million Norwegian Bonds (the “2015 Norwegian Bonds”) issued in May 2015, which represent a full quarter of interest in the three months ended June 30, 2016 compared with approximately one month of interest in the same period in 2015.

This was partially offset by:

$1.7 million lower interest expense for the three months ended June 30, 2016 relating to the Golar Eskimo vendor loan, which we entered into to finance the acquisition of the Golar Eskimo from Golar in January 2015. The Golar Eskimo vendor loan was repaid in full in November 2015 and thus there is no comparable interest expense in the same period in 2016.

Other financial items: Other financial items reflect losses of $15.6 million and $1.5 million for the three months ended June 30, 2016 and 2015 , respectively, as set forth in the table below:
 
 
Three months   ended   June 30,
 
 
 
 
(in thousands of $)
2016
 
2015
 
$ Change
 
% Change
Unrealized mark-to-market (losses) gains for interest rate swaps
(7,142
)
 
5,976

 
(13,118
)
 
(220
)%
Interest expense on un-designated interest rate swaps
(2,728
)
 
(3,333
)
 
605

 
(18
)%
Amortization of deferred financing costs
(5,338
)
 
(2,530
)
 
(2,808
)
 
111
 %
Other
(363
)
 
(1,581
)
 
1,218

 
(77
)%
Other financial items, net
(15,571
)
 
(1,468
)
 
(14,103
)
 
961
 %
 
As of June 30, 2016 , we had an interest rate swaps portfolio with a notional value of $1,155.0 million (excluding the cross-currency interest rate swap of $227.2 million related to our Norwegian Krone denominated bonds). The mark-to-market shift to losses of $7.1 million from gains of $6.0 million was due to the decrease in long-term swap rates during the three months ended June 30, 2016 . We designated approximately 8% of these swaps as hedging instruments.

We are also a party to a cross-currency interest rate swap with a notional value of $227.2 million which was designated as a cash flow hedge. A $1.4 million loss was accounted for as a change in other comprehensive income which would have otherwise been recognized in earnings for the three months ended June 30, 2016 . A $1.1 million gain was accounted for as a change in other comprehensive income, which would have otherwise been recognized in earnings, for the same period in 2015 . The cross currency interest rate swap has a credit support arrangement that requires us to provide cash collateral in the event that the market valuation drops below a certain level.

11

Table of Contents


Amortization of deferred financing costs: Amortization of deferred financing costs increased by $2.8 million to $5.3 million for the three months ended June 30, 2016 , compared to $2.5 million for the same period in 2015 . This was principally due to the write-off of deferred financing costs following the refinancing of our credit facilities secured by seven of our vessels under the new $800 million credit facility in May 2016.

Income taxes: The tax charge for the three months ended June 30, 2016 included (i) corporate income taxes in respect of our operations in the United Kingdom, Brazil and Kuwait; (ii) withholding taxes and interest and penalties primarily on withholding taxes in respect of our operations in Indonesia; and (iii) utilization of losses against our taxable profits in Indonesia and Jordan. We do not currently incur any corporate income tax in respect of our operations in Indonesia and Jordan given the availability of brought forward tax losses which can be utilized against taxable profits.

Taxes during the three months ended June 30, 2016 increased by $ 2.6 million to $6.0 million compared to $3.4 million in the same period in 2015 . The increase was mainly attributable to withholding taxes and interest and penalties primarily on withholding taxes in respect of our Indonesian operations. In 2016 the tax audits for our Indonesian operations for the years 2012 and 2013 were re-opened and concluded by the local tax authorities. The conclusion of the tax audits resulted in recognition of a provision of $2.3 million to cover penalties and interest on certain taxes for the periods 2012 to June 30, 2016. See note 7 to our unaudited condensed consolidated financial statements.

Net income: As a result of the foregoing, we earned net income of $31.3 million and $43.6 million for the three months ended June 30, 2016 and 2015 , respectively.
 
Non-controlling interest: Non-controlling interest refers to the 40% interest in the Golar Mazo and earnings from our consolidated variable interest entity, or VIE. See note 3 to our unaudited condensed consolidated financial statements.
 

Six Month Period Ended June 30, 2016 Compared with the Six Month Period Ended June 30, 2015
 
The following table presents details of our consolidated revenues and expense information for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 :
 
 
Six Months Ended June 30,
 
 
 
 
(in thousands of $, except TCE)
2016
 
2015
 
$ Change
 
% Change
Operating revenues
212,817

 
205,561

 
7,256

 
4
 %
Vessel operating expenses
(33,066
)
 
(32,860
)
 
(206
)
 
1
 %
Voyage and commission expenses
(3,248
)
 
(3,471
)
 
223

 
(6
)%
Administrative expenses
(3,627
)
 
(3,041
)
 
(586
)
 
19
 %
Depreciation and amortization
(49,908
)
 
(45,174
)
 
(4,734
)
 
10
 %
Interest income
2,127

 
561

 
1,566

 
279
 %
Interest expense
(27,169
)
 
(26,814
)
 
(355
)
 
1
 %
Other financial items
(37,383
)
 
(11,838
)
 
(25,545
)
 
216
 %
Income taxes
(9,463
)
 
(5,585
)
 
(3,878
)
 
69
 %
Net income
51,080

 
77,339

 
(26,259
)
 
(34
)%
Non-controlling interest
(6,347
)
 
(5,053
)
 
(1,294
)
 
26
 %
TCE (1)  (to the nearest $100)
116,800

 
117,100

 
(300
)
 
 %
 ______________________________________
(1)   TCE is a non-GAAP financial measure. See “Non-GAAP Measure” for a computation of TCE.  
 
Operating revenues: Total operating revenues increased by $7.3 million to $212.8 million for the six months ended June 30, 2016 , compared to $205.6 million for the same period in 2015 . This is due to:

$6.4 million of increased revenue contribution from Golar Eskimo for the six months ended June 30, 2016 following the expiration of the sub-lease with Golar on June 30, 2015 and commencement of charter hire revenue from the Hashemite Kingdom of Jordan; and


12

Table of Contents

$5.7 million of additional revenue from the Golar Freeze for the six months ended June 30, 2016 representing a full six months of revenue compared to approximately four months in the same period in 2015 following her scheduled docking in April 2015.

This was partially offset by:

a $3.1 million reduction in revenue from the Golar Grand, following her redelivery from BG Group in mid-February 2015 and her subsequent re-charter to Golar at a lower time charter rate; and

a $2.0 million reduction in revenue from the Golar Maria resulting from her scheduled drydocking in March 2016.

The decrease of $300 in the average daily TCE for the six months ended June 30, 2016 to $116,800 compared to $117,100 for the same period in 2015 , is primarily a result of the lower hire rate of the Golar Grand following her charter back to Golar and reduced revenue from the Golar Maria following her scheduled drydocking in March 2016.
 
Vessel operating expenses: The increase of $0.2 million in vessel operating expenses to $33.1 million for the six months ended June 30, 2016 as compared to $32.9 million in the six months ended June 30, 2015 , was due mainly to:

$1.3 million of incremental repairs and maintenance costs from the NR Satu following her scheduled maintenance window during the six months ended June 30, 2016 . There were no comparable costs in the same period in 2015; and

$0.4 million increase in operating expenses from the Golar Igloo in the six months ended June 30, 2016 due to higher upstoring and repairs and maintenance cost during her regasification off-season period.

This was partially offset by:

$1.8 million reduction in the operating cost for the Golar Grand in the six months ended June 30, 2016 due to the vessel being placed in lay-up in December 2015.

Voyage and commission expenses: Voyage and commission expenses for the six months ended June 30, 2016 were broadly comparable to those incurred for the same period in 2015 .

Depreciation and amortization : Depreciation and amortization increased by $4.7 million to $49.9 million for the six months ended June 30, 2016 compared to $45.2 million for the same period in 2015 primarily due to:

$4.3 million of incremental intangibles amortization from the Golar Eskimo following her acquisition in January 2015. This increase is due to the fact that the allocation of the purchase price to the identifiable assets was finalized in the fourth quarter of 2015; and

$0.3 million in additional depreciation on the Golar Maria as a result of drydocking costs incurred in connection with her scheduled drydocking in the second quarter of 2016.
 
Interest expense: Interest expense increased by $0.4 million to $27.2 million for the six months ended June 30, 2016 , compared to $26.8 million for the six months ended June 30, 2015 . This was principally due to:

$2.1 million incremental interest expense in 2016 due to the refinancing of the Golar Eskimo debt; and

$3.1 million incremental interest on the $150.0 million 2015 Norwegian Bonds issued in May 2015, which represent a full six months of interest in the six months ended June 30, 2016 compared with approximately one month of interest in the same period in 2015.

This was partially offset by:

$3.0 million lower interest expense on the Golar Eskimo vendor loan for the six months ended June 30, 2016. The Eskimo vendor loan was repaid in full in November 2015, thus there is no comparable interest expense in the same period in 2016; and

$2.4 million decrease in interest expense on the Methane Princess lease following changes to corporation tax rates.

13

Table of Contents

Other financial items: Other financial items reflect losses of $37.4 million and $11.8 million for the six months ended June 30, 2016 and 2015 , respectively, as set forth in the table below:
 
Six months ended June 30,
 
 
 
 
(in thousands of $)
2016
 
2015
 
$ Change
 
% Change
Unrealized mark-to-market (losses) gains for interest rate swaps
(24,377
)
 
71

 
(24,448
)
 
(34,434
)%
Interest expense on un-designated interest rate swaps
(5,330
)
 
(6,285
)
 
955

 
(15
)%
Amortization of deferred financing costs
(6,442
)
 
(3,505
)
 
(2,937
)
 
84
 %
Other
(1,234
)
 
(2,119
)
 
885

 
(42
)%
Other financial items, net
(37,383
)
 
(11,838
)
 
(25,545
)
 
216
 %
 
As of June 30, 2016 , our interest rate swaps portfolio had a notional value of $1,155.0 million (excluding our cross-currency interest rate swap of $227.2 million related to our Norwegian Krone denominated bonds). The increase in the mark-to-market losses of $24.4 million for the six months ended June 30, 2016 from a gain of $0.1 million for the same period in 2015 on our interest rate swaps was due to the decrease in long-term swap rates during the six months ended June 30, 2016 . We designated approximately 8% of these swaps as hedging instruments.

We are also a party to a cross-currency interest rate swap with a notional value of $227.2 million which was designated as a cash flow hedge. An $11.9 million loss was accounted for as a change in other comprehensive income which would have otherwise been recognized in earnings for the six months ended June 30, 2016 . A $2.9 million gain was accounted for as a change in other comprehensive income, which would have otherwise been recognized in earnings, for the same period in 2015 . The cross currency interest rate swap has a credit support arrangement that requires us to provide cash collateral in the event that the market valuation drops below a certain level.

Amortization of deferred financing costs: Amortization of deferred financing costs increased by $2.9 million to $6.4 million for the six months ended June 30, 2016 , compared to $3.5 million for the six months ended June 30, 2015 . This was principally due to the write-off of deferred financing costs following the refinancing of our credit facilities secured by seven of our vessels under the new $800 million credit facility in May 2016.

Income taxes: The tax charge for the six months ended June 30, 2016 included (i) corporate income taxes in respect of our operations in the United Kingdom, Brazil and Kuwait; (ii) withholding taxes and interest and penalties primarily on withholding taxes in respect of our operations in Indonesia; and (iii) utilization of losses against our taxable profits in Indonesia and Jordan. We do not currently incur any corporate income tax in respect of our operations in Indonesia and Jordan given the availability of brought forward tax losses which can be utilized against taxable profits.
 
Taxes during the six months ended June 30, 2016 increased by $ 3.9 million to $9.5 million compared to $ 5.6 million in the same period in 2015 . The increase was mainly attributable to withholding taxes and interest and penalties primarily on withholding taxes in respect of our Indonesian operations. In 2016, the tax audits for our Indonesian operations for the years 2012 and 2013 were re-opened and concluded by the local tax authorities. The conclusion of the tax audits resulted in recognition of a tax provision of $2.3 million to cover penalties and interest on certain taxes for the periods 2012 to June 30, 2016. See note 7 to our unaudited condensed consolidated financial statements.

Net income: As a result of the foregoing, we earned net income of $51.1 million and $77.3 million for the six months ended June 30, 2016 and 2015 , respectively.
 
Non-controlling interest: Non-controlling interest refers to the 40% interest in the Golar Mazo and earnings from our consolidated variable interest entity, or VIE. See note 3 of our unaudited condensed consolidated interim financial statements.


14

Table of Contents

Liquidity and Capital Resources
 
Liquidity and Cash Needs
 
We operate in a capital-intensive industry and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of borrowings from, and leasing arrangements with, commercial banks, cash generated from operations and debt and equity financings. In addition to paying distributions, our other short-term liquidity requirements relate to servicing interest on our debt, scheduled repayments of long-term debt, funding working capital requirements, including drydocking, and maintaining cash reserves against fluctuations in operating cash flows.

Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in other currencies. We have not used derivative instruments other than for interest rate and currency risk management purposes.

Short-Term Liquidity and Cash Requirements

Sources of short-term liquidity include cash balances, restricted cash balances, short-term investments, available amounts under revolving credit facilities and receipts from our charters. Revenues from the majority of our time charters are received monthly in advance. In addition we benefit from low inventory requirements (consisting primarily of fuel, lubricating oil and spare parts) due to fuel costs, which represent the majority of these costs being paid for by the charterer under time charters.
 
As of June 30, 2016 , our cash and cash equivalents, including restricted cash was $232.7 million, and we had access to undrawn borrowing facilities of $25.0 million. Our restricted cash balances contribute to our short and medium term liquidity as they are used to fund payment of certain debts, swaps and capital leases which would otherwise be paid out of our cash balances. Since June 30, 2016 , significant transactions impacting our cash flows include:

payment of a cash distribution of $0.5775 per unit ($38.2 million in aggregate) with respect to the quarter ended June 30, 2016 , in August 2016; and

scheduled loan principal repayments amounting to $20.7 million.

As of June 30, 2016 , our current liabilities exceeded current assets by $107.4 million.

However, included within current liabilities are (i) mark-to-market valuations of our swap derivatives of $117.5 million (includes $79.3 million mark-to-market valuations for our cross-currency interest rate swap) maturing between 2017 and 2022 (see note 10 to our unaudited condensed consolidated financial statements) and (ii) deferred drydocking and operating cost revenue of $18.5 million which relates to charter hire received in advance from our charterers. No cash outflows are expected in respect of deferred drydocking and operating cost revenue.

Moreover, the cash expected to be generated from operations (assuming the current rates earned from existing charters) will be sufficient to cover our operational cash outflows and our ongoing obligations under our financing commitments to pay loan interest and make scheduled loan repayments and make distributions.

We believe our current resources, including our undrawn revolving credit facility totaling $25.0 million as of June 30, 2016 , are sufficient to meet our working capital requirements for our current business for at least the next twelve months.

Cash Flows
 
The following table summarizes our net cash flows from operating, investing and financing activities for the periods presented:
 

15

Table of Contents

 
Six months ended
   June 30,
 
 
 
 
(in thousands of $)
2016

 
2015

 
$ Change

 
% Change

Net cash provided by operating activities
122,181

 
94,362

 
27,819

 
29
 %
Net cash used in investing activities
(107,247
)
 
(8,263
)
 
(98,984
)
 
1,198
 %
Net cash provided by (used in) financing activities
5,576

 
(125,599
)
 
131,175

 
(104
)%
Net increase (decrease) in cash and cash equivalents
20,510

 
(39,500
)
 
60,010

 
(152
)%
Cash and cash equivalents at beginning of period
40,686

 
98,998

 
(58,312
)
 
(59
)%
Cash and cash equivalents at end of period
61,196

 
59,498

 
1,698

 
3
 %
 
In addition to our cash and cash equivalents noted above, as of June 30, 2016, we had restricted cash of $171.5 million. This comprised principally of (i) $131.5 million representing balances retained on restricted accounts in accordance with certain lease and loan requirements (these balances act as security for our obligations and, in the case of restricted cash relating to our lease obligation, is used to repay the obligation); (ii) $32.2 million in relation to cash collateral in respect of our cross-currency interest rate swap entered into in connection with the NOK denominated High-Yield Bonds, the collateral requirements of which are dependent upon the mark to market valuation of the swap; and (iii) the balance which relates mainly to collateral deposits relating to performance guarantees issued to charterers.

Net Cash provided by Operating Activities
 
Net cash provided by operations increased by $27.8 million to $ 122.2 million for the six months ended June 30, 2016 compared to $94.4 million for the same period in 2015 . This was primarily due to:

a $7.1 million decrease in drydock expenditures in the six months ended June 30, 2016 compared to the same period in 2015, by virtue of the scheduled drydocking of the LNG carrier, the Golar Maria during the six months ended June 30, 2016 compared to the scheduled drydocking of the FSRU, the Golar Freeze during the six months ended June 30, 2015 ; and

improvement in the general timing of working capital in the six months ended June 30, 2016, compared to the same period in 2015 .

Net Cash used in Investing Activities

Net cash used in investing activities of $ 107.2 million for the six months ended June 30, 2016 was primarily due to the payment of $107.2 million of cash consideration in connection with the acquisition of the Golar Tundra in May 2016.

Net cash used in investing activities of $ 8.3 million for the six months ended June 30, 2015 was primarily due to the $6.0 million of cash consideration paid (net of cash acquired) in connection with the acquisition of the Golar Eskimo in January 2015 and $2.1 million of additions to vessels and equipment.

Net Cash used in Financing Activities
 
Net cash used in financing activities is principally generated from funds from equity offerings, new debt and lease financings and contributions from owners, offset by debt and lease repayments.

Net cash generated by financing activities during the six months ended June 30, 2016 of $ 5.6 million was primarily due to the following:

the receipt of aggregate proceeds of $815.0 million from our existing debt or debt refinancings, comprising (i) $40.0 million drawdown of our long-term revolving credit facilities; and (ii) $775.0 million proceeds from the new $800 million credit facility; and

a $7.6 million net reduction in restricted cash due to a decrease in the cash balances held by Eskimo SPV (see note 3 to our unaudited condensed consolidated financial statements) and the cash collateral deposits in respect of our cross-currency swap.

This was partially offset by:


16

Table of Contents

the repayment of long-term debt and lease obligations of $720.7 million. Of this amount, $681.4 million relates to repayment of the Maria and Freeze Facility, the Golar LNG Partners Credit Facility, the Golar Partners Operating Credit Facility and the Golar Igloo Debt in connection with their refinancing in May 2016 to the new $800.0 million credit facility;

the payment of cash distributions during the period of $82.4 million ($6.0 million of which consisted of distributions to non-controlling interests); and

financing and debt settlement costs paid of $13.5 million in connection with the new $800.0 million credit facility in May 2016.

Net cash used in financing activities during the six months ended June 30, 2015 of $125.6 million was primarily due to the following:

repayment of long-term debt and lease obligations of $460.3 million; and

payment of cash distributions during the period of $80.8 million ($5.0 million of which consisted of distributions to non-controlling interests).

This was partially offset by the receipt of aggregate proceeds of $420.0 million from our new debt, refinancings and revolvers, comprising: (i) $170.0 million from the Maria and Freeze facility; (ii) $150.0 million from the issuance of our 2015 Norwegian Bonds; and (iii) the balance relating to drawdowns under our credit facilities including revolvers.

Borrowing Activities
 
Long-Term Debt.   As of June 30, 2016 and December 31, 2015 , our long-term debt, net of deferred finance charges consisted of the following:
 
(in thousands of $)
June 30,
2016
 
December 31,
2015
 
 
 
 
$800 million Credit Facility
775,000

 

High-Yield Bonds
155,439

 
147,007

2015 Norwegian Bonds
150,000

 
150,000

NR Satu Facility
124,950

 
112,100

Eskimo SPV Debt
241,212

 
254,070

Golar LNG Partners Credit Facility

 
181,500

Golar Partners Operating Credit Facility

 
185,000

Golar Igloo Debt

 
141,111

Maria and Freeze Facility

 
174,000

Total debt
1,446,601

 
1,344,788

Less: Deferred financing costs, net
(19,303
)
 
(13,676
)
Total debt net of deferred financing costs
1,427,298

 
1,331,112

 

17

Table of Contents

Our outstanding debt of $1,446.6 million as of June 30, 2016 , is repayable as follows:
 
Period ending December 31,
(in thousands of  $)
 
 
 

2016 (six months ended)
61,483

2017
238,406

2018
97,317

2019
82,683

2020
234,500

2021 and thereafter
732,212

Total
1,446,601

 
As of June 30, 2016 and December 31, 2015 , the margins we paid under our bank loan agreements were LIBOR plus a fixed or floating rate ranging from 1.34% to 3.50%. The margin related to our High-Yield Bonds is 5.20% above the Norwegian Interbank Offered Rate (NIBOR). The margin related to our U.S. dollar denominated 2015 Norwegian Bonds is 4.4% above LIBOR.

The significant developments relating to our debt in the period after December 31, 2015 are set forth below.

In April 2016, we entered into an $800.0 million senior secured credit facility which refinanced the bank debt secured by seven of our existing vessels and provided the remaining part of the cash purchase price for the acquisition of the Golar Tundra . The facility has a five year term and consists of a $650.0 million term loan facility and a $150.0 million revolving credit facility. It is repayable in quarterly installments with a total final balloon payment of $453.0 million in 2021, together with any amounts outstanding under the revolving facility, the maximum amount of which in 2021 would be $75.0 million. The facility is provided by a syndicate of banks and bears interest at LIBOR plus a margin of 2.5% as well as a commitment fee on undrawn amounts.

In addition to the restrictive covenants described generally under “—Debt and Lease Restrictions,” the financial covenants under the $800.0 million credit facility contains certain financial covenants which require us to maintain as of the end of each quarterly period and as of the end of each fiscal year:

free liquid assets (as defined in the credit facility) of at least $30 million; 

a net debt (as defined in the credit facility) to EBITDA (as defined in the credit facility) ratio of no greater than 6.50 to 1.00; 

an EBITDA to debt service ratio equal to or greater than 1.15 to 1.00 on a consolidated basis at all times; and 

a consolidated net worth (as defined in the credit facility) of at least $250.0 million.

In addition, the aggregate combined fair market value of the Golar Freeze , the Golar Spirit , the Golar Winter , the Golar Igloo, the Golar Maria, the Golar Grand and the Methane Princess must at all times be at least 110% of the outstanding facility amount.

In connection with the Tundra acquisition, we became the primary obligor under the Tundra Lease. Refer to note 8 to our unaudited condensed consolidated financial statements.


18

Table of Contents

Capital Lease Obligations.   As of June 30, 2016 , we are committed to make minimum rental payments under our remaining capital lease, as follows:
 
Period ended December 31,
  (in thousands of $)
Methane
Princess
Lease

2016 (six months ended)
3,602

2017
7,474

2018
7,775

2019
8,078

2020
8,387

2021 and thereafter
183,033

Total minimum lease payments
218,349

Less: Imputed interest
(91,048
)
Present value of minimum lease payments
127,301

 
Methane Princess Lease.   In August 2003, Golar entered into a lease arrangement (or the Methane Princess lease) with a UK bank (or the Methane Princess lessor). Our obligation to the Methane Princess lessor is primarily secured by a letter of credit, which is itself secured by a cash deposit which since June 2008 has been placed with the Methane Princess Lessor. The value of the restricted cash deposit used to obtain a letter of credit to secure the lease obligation as of June 30, 2016 , was $121.2 million.

In the event of any adverse tax changes to legislation affecting the tax treatment of the lease for the UK vessel lessor or a successful challenge by the UK Revenue authorities to the tax assumptions on which the transactions were based, or in the event that we terminate our UK tax lease before its expiration, we would be required to return all or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we have received or that have accrued over time, together with the fees that were financed in connection with our lease financing transaction, post additional security or make additional payments to our lessor which would increase the obligations noted above. Golar has agreed to indemnify us against any of these increased costs and obligations. Refer to note 12 (Other Commitments and Contingencies).
 
Debt and Lease Restrictions
 
Our existing financing agreements (debt and lease) impose certain operating and financing restrictions on us and our subsidiaries that are described above and in our 2015 Annual Report on Form 20-F.
 
As of June 30, 2016 , we were in compliance with all covenants of our various debt and lease agreements.

Capital Commitments
 
Possible Acquisitions of Other Vessels

Although we do not currently have in place any agreements relating to acquisitions of vessels, we assess potential acquisition opportunities on a regular basis. Pursuant to our omnibus agreement with Golar, we will have the opportunity to purchase additional LNG carriers and FSRUs from Golar when those vessels are fixed under charters of five or more years upon their expiration of their current charters. Subject to the terms of our loan agreements, we could elect to fund any future acquisitions with equity or debt or cash on hand or a combination of these forms of consideration. Any debt incurred for this purpose could make us more leveraged and subject us to additional operational or financial covenants.

19

Table of Contents


Drydockings

From now through to December 31, 2019, six of the vessels in our current fleet will undergo their scheduled drydockings. We estimate that we will spend in total approximately $42.0 million for drydocking and classification surveys on these vessels with approximately $12.0 million expected to be incurred in 2017, $23.5 million in 2018 and $6.5 million in 2019. We reserve a portion of cash generated from our operations to meet the costs of future drydockings. As our fleet matures and expands, our drydocking expenses will likely increase. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and society classification survey costs or are a component of our operating expenses. 

Ballast Water Management Convention

The International Maritime Organization (IMO) adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (or the BWM Convention) in February 2004. From 2016, ballast water treatment is required by the BWM Convention. Installation of ballast water treatment systems will be needed on all our LNG carriers. As long as our FSRUs are operating as FSRUs and kept stationary, they will not need installation of ballast water treatment systems. However, under their TCP, the Golar Spirit and the Golar Winter may be required to trade as LNG carriers. If the respective vessel charterers should choose to trade the Golar Spirit or Golar Winter internationally as LNG carriers, the vessels will have to be equipped with ballast water treatment systems and the cost of the related modifications will be split between the charterer and owner. Ballast water treatment technologies are now becoming more mature, although the various technologies are still developing. Initial estimates of the additional costs of complying with these rules are within the range of $2 million and $3 million per vessel.

We are not aware of any other regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations.

Critical Accounting Policies
 
The preparation of our condensed consolidated interim 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. For a description of our material accounting policies that involve a higher degree of judgment, please refer to note 2 (Significant Accounting Policies) to our consolidated financial statements included in our 2015 Annual Report on Form 20-F, filed with the SEC.
 
Contractual Obligations
 
The following table sets forth our contractual obligations for the periods indicated as of June 30, 2016 (in millions):
 
(in millions of $)
Total
Obligation
 
Due in the
remainder of
2016
 
Due in
2017-2018
 
Due in
2019-2020
 
Due
Thereafter
Long-term debt (1)
1,446.6

 
61.5

 
335.7

 
317.2

 
732.2

Interest commitments on long-term debt - floating and other interest rate swaps (2)
266.3

 
35.5

 
106.9

 
74.5

 
49.4

Capital lease obligations
127.3

 
0.3

 
2.1

 
3.6

 
121.3

Interest commitments on capital lease obligations (2)(3)
91.0

 
3.3

 
13.1

 
12.8

 
61.8

Total
1,931.2

 
100.6

 
457.8

 
408.1

 
964.7

 
(1) Amounts shown gross of deferred financing costs of $19.3 million.

(2) Our interest commitment on our long-term debt is calculated based on an assumed average USD LIBOR of 0.96% and taking into account our various margin rates and interest rate swaps associated with each debt. Our interest commitment on our capital lease obligation is calculated on an assumed all in interest rate of 5.2%.

(3) In the event of any adverse tax rate changes or rulings, our lease obligation could increase significantly. However, Golar has agreed to indemnify us against any such increase.
 

20

Table of Contents


Off-Balance Sheet Arrangements

Refer to note 3 of our unaudited condensed consolidated financial statements for discussion on the Tundra acquisition.

21

Table of Contents

Quantitative and Qualitative Disclosures about Market Risk
 
We are exposed to various market risks, including interest rate and foreign currency exchange risks. We enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks.
 
Our policy is to hedge our exposure to risks, where possible, within boundaries deemed appropriate by management.
 
A discussion of our accounting policies for derivative financial instruments is included in note 2 — Significant Accounting Policies to our audited consolidated financial statements included in our 2015 Annual Report on Form 20-F.  Further information on our exposure to market risk is included in note 25 — Financial Instruments to our audited consolidated financial statements included in our 2015 Annual Report on Form 20-F.
 
The following analyses provide quantitative information regarding our exposure to foreign currency exchange rate risk and interest rate risk. There are certain shortcomings inherent in the sensitivity analyses presented, primarily due to the assumption that exchange rates change in a parallel fashion and that interest rates change instantaneously.
 
Interest rate risk.   A significant portion of our long-term debt and capital lease obligations is subject to adverse movements in interest rates. Our interest rate risk management policy permits economic hedge relationships in order to reduce the risk associated with adverse fluctuations in interest rates. We use interest rate swaps and fixed rate debt to manage the exposure to adverse movements in interest rates. Interest rate swaps are used to convert floating rate debt obligations to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt. Credit exposures are monitored on a counterparty basis, with all new transactions subject to senior management approval.
 
As of June 30, 2016 , the notional amount of the designated interest rate swaps hedged against our debt was $314.7 million (including the cross currency interest rate swap of $227.2 million ) . The principal of the long-term loans and capital lease obligations, net of restricted cash, outstanding as of June 30, 2016 , was $1,402.4 million (gross of deferred financing costs). Based on our floating rate debt (excluding high yield bonds) and net capital lease obligations outstanding of $142.3 million (gross of deferred financing costs) as of June 30, 2016 , a 1% increase in the floating interest rate would increase interest expense by $1.1 million per annum. For disclosure of the fair value of the derivatives and debt obligations outstanding as of June 30, 2016 , please read note 10 to the condensed consolidated interim financial statements for the period ended June 30, 2016 .
 
Foreign currency risk.   We have transactions, assets and liabilities which are denominated in currencies other than U.S. Dollars, such as Pound Sterling, in relation to our capital leases and the administrative expenses we will be charged by Golar Management in the UK; operating expenses incurred in a variety of foreign currencies and Brazilian Real in respect of our Brazilian subsidiary which receives income and pays expenses in Brazilian Real. Based on our Pound Sterling expenses for the six months ended June 30, 2016 , a 10% depreciation of the U.S. Dollar against Pound Sterling would have increased our expenses by approximately $0.2 million for the six months ended June 30, 2016 . Based on our Brazilian Real revenues and expenses for the six months ended June 30, 2016 , a 10% depreciation of the U.S. Dollar against the Brazilian Real would have increased our net revenue and expenses for the six months ended June 30, 2016 by approximately $0.4 million.
 
We are exposed to some extent in respect of the lease transaction entered into with respect to the Methane Princess , which is denominated in Pound Sterling, although it is hedged by the Pound Sterling cash deposit that secures the obligations under the lease. We use cash from the deposits to make payments in respect of the lease transaction entered into with respect to the Methane Princess . Gains or losses that we incur are unrealized unless we choose or are required to withdraw monies from or pay additional monies into the deposit securing this obligation. Among other things, movements in interest rates give rise to a requirement for us to adjust the amount of the Pound Sterling cash deposit. Based on this lease obligation and the related cash deposit as of June 30, 2016 , a 10% appreciation in the U.S. Dollar against Pound Sterling would give rise to a net foreign exchange gain of approximately $0.6 million.
 
The base currency of the majority of our seafaring officers’ remuneration is the Euro, Brazilian Real or Indonesian Rupiah. Based on the crew costs for the six months ended June 30, 2016 , a 10% depreciation of the U.S. Dollar against the Euro, the Brazilian Real and the Indonesian Rupiah would have increased our crew costs by approximately $0.8 million for the six months ended June 30, 2016 .


22

Table of Contents

NON-GAAP measure
 
Time Charter Equivalent
 
The average time charter equivalent, or TCE, rate of our fleet is a measure of the average daily revenue performance of a vessel.  For time charters, this is calculated by dividing total operating revenues, less any voyage expenses, by the number of calendar days minus days for scheduled off-hire. Under a time charter, the charterer pays substantially all of the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during drydocking. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in an entity’s performance despite changes in the mix of charter types (i.e. spot charters, time charters and voyage charters) under which the vessels may be employed between the periods. We include average daily TCE, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with total operating revenues, the most directly comparable GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE may not be comparable to that reported by other entities. The following table reconciles our total operating revenues to average daily TCE.
 
 
Three months ended June
30,
 
Six months ended
  June 30,
(in thousands of $, except number of days and average daily TCE)

2016

 
2015

 
2016

 
2015

Total operating revenues
111,752

 
105,715

 
212,817

 
205,561

Voyage and commission expenses
(1,429
)
 
(2,160
)
 
(3,248
)
 
(3,471
)
 
110,323

 
103,555

 
209,569

 
202,090

Calendar days less scheduled off-hire days (1)
905

 
885

 
1,794

 
1,726

Average daily TCE (to the closest $100)
121,900

 
117,000

 
116,800

 
117,100


(1) Scheduled off-hire days includes days when vessels are in lay-up or undergoing dry dock.


23

Table of Contents

Risk Factors

In addition to the other information set forth in this Report on Form 6-K and below, you should carefully consider the risk factors discussed in Part I, Item 3. Key Information—Risk Factors in our Annual Report on Form 20-F for the year ended December 31, 2015, which could materially affect our business, financial condition or results of operations.

Despite the fact that Tundra Corp is not consolidated into our financial statements, we are the primary obligor under the Tundra Lease and are liable for hire payments thereunder.

In November 2015, prior to the Tundra Acquisition, Tundra Corp sold the Golar Tundra to a subsidiary of CMBL (the “Tundra SPV”) for $254.6 million and subsequently leased back the vessel under a bareboat charter (the “Tundra Lease”). Upon completion of the Tundra Acquisition, Golar’s prior guarantee of Tundra Corp’s obligations under the Tundra Lease terminated, and we became the primary obligor under the Tundra Lease. Thus, despite the fact that Tundra Corp is currently not consolidated in our financial results, we are liable for hire payments due under the Tundra Lease.

The Golar Tundra was expected to commence operations in order to serve the Ghana LNG Project in the second quarter of 2016. However, due to delays in the Ghana LNG project, WAGL has not been able to accept the Golar Tundra . Accordingly, we are unable to predict when or if the Golar Tundra will commence operations under its time charter with WAGL.

Pursuant to the Tundra Letter Agreement, Golar agreed to pay to us a daily fee plus operating expenses for the right to use the Golar Tundra from the date of the closing of the Tundra Acquisition until the date that the Golar Tundra commences operations under its time charter with WAGL. The daily fee excluding operating expenses is intended to approximate the amount that Tundra Corp is required to pay the Tundra SPV under the Tundra Lease. In the event that Golar is unable or otherwise fails to pay amounts due to us under the Tundra Letter Agreement, we will be required to pay amounts due under the Tundra Lease from cash on hand or other sources.

We may receive no benefit from the Tundra Acquisition.

If for any reason the Golar Tundra time charter has not commenced by May 23, 2017, we have the right to require that Golar repurchase the shares of Tundra Corp at a price equal to the original purchase price. In the event that we exercise the Tundra Put Option, we will have received no benefit as a result of the Tundra Acquisition.

If we do not exercise the Tundra Put Option, and WAGL defaults under the terms of the charter, we cannot guarantee that we will be able to find a suitable replacement charter for the Golar Tundra . If we are unable to redeploy the Golar Tundra under a favorable replacement charter, our business, results of operations, financial condition and ability to make cash distributions to our unitholders may be materially and adversely affected.





24

Table of Contents

Golar LNG Partners LP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Three months ended June 30,
Six months ended June 30,
(in thousands of $, except per unit amounts) 
Notes
2016
2015
2016
2015
Time charter revenues
 
104,472

91,010

198,257

180,566

Time charter revenues from related parties   (1)
 
7,280

14,705

14,560

24,995

Total operating revenues
 
111,752

105,715

212,817

205,561

 
 
 
 
 
 
Vessel operating expenses (1)  
 
16,878

17,214

33,066

32,860

Voyage and commission expenses
 
1,429

2,160

3,248

3,471

Administrative expenses (1)  
 
1,700

1,496

3,627

3,041

Depreciation and amortization
 
24,869

22,574

49,908

45,174

Total operating expenses
 
44,876

43,444

89,849

84,546

 
 
 
 
 
 
Operating income
 
66,876

62,271

122,968

121,015

 
 
 
 
 
 
Financial income (expenses)
 
 

 

 

 

Interest income (1)  
 
603

296

2,127

561

Interest expense (1)  
 
(14,577
)
(14,080
)
(27,169
)
(26,814
)
Other financial items
6
(15,571
)
(1,468
)
(37,383
)
(11,838
)
Net financial expenses
 
(29,545
)
(15,252
)
(62,425
)
(38,091
)
 
 
 
 
 
 
Income before tax
 
37,331

47,019

60,543

82,924

Tax
7
(6,013
)
(3,417
)
(9,463
)
(5,585
)
Net income
 
31,318

43,602

51,080

77,339

Less: Net income attributable to non-controlling interests
 
(3,336
)
(2,574
)
(6,347
)
(5,053
)
Net income attributable to Golar LNG Partners LP Owners
 
27,982

41,028

44,733

72,286

 
 
 
 
 
 
Earnings per unit
 
 

 

 

 

Common unit (basic and diluted) (2)
13
$
0.56

$
0.61

$
0.87

$
1.08

 
 
 
 
 
 
Cash distributions declared and paid per unit in the period
13
$
0.58

$
0.58

$
1.16

$
1.16

______________________________ 
(1) This includes amounts arising from transactions with related parties (see note 11).
(2) Under the Partnership Agreement, the subordination period expired in May 2016 and as at June 30, 2016, all our subordinated units, which were 100% held by Golar, converted to common units.


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

25

Table of Contents

Golar LNG Partners LP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three months ended June 30,
Six months ended June 30,
(in thousands of $) 
2016
2015
2016
2015
Net income
31,318

43,602

51,080

77,339

Other comprehensive income:
 

 

 

 

Unrealized net gain (loss) on qualifying cash flow hedging instruments
342

642

727

(3,474
)
Amount reclassified from accumulated other comprehensive income (loss) to statements of operations



409


Other comprehensive income (loss)
342

642

1,136

(3,474
)
Comprehensive income
31,660

44,244

52,216

73,865

Comprehensive income attributable to:
 

 

 

 

Partners’ capital in Golar LNG Partners LP
28,324

41,670

45,869

68,812

Non-controlling interest
3,336

2,574

6,347

5,053

 

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

26

Table of Contents

Golar LNG Partners LP
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
June 30,
December 31,
(in thousands of $)
Note
2016
2015
 
 
Unaudited

Audited

ASSETS
 
 

 

Current
 
 

 

Cash and cash equivalents
 
61,196

40,686

Restricted cash and short-term investments
 
44,941

56,714

Other current assets
 
26,901

25,984

Amount due from related parties
11
29,598

7,128

Inventories
 
1,166

1,339

Total Current Assets
 
163,802

131,851

Non-current
 
 

 

Restricted cash
 
126,523

136,559

Vessels and equipment and vessels under capital leases, net
 
1,809,063

1,847,403

Intangible assets, net
 
92,650

99,096

Other long-term assets
 
12,249

16,753

Amounts due from related parties

11
107,247


Total Assets
 
2,311,534

2,231,662

 
 
 
 
LIABILITIES AND EQUITY
 
 

 

Current
 
 

 

Short-term debt and current portion of long-term debt
9
98,765

121,739

Other current liabilities
 
172,487

144,273

Total Current Liabilities
 
271,252

266,012

Non-current
 
 

 

Long-term debt
9
1,328,533

1,209,373

Obligations under capital leases
 
127,301

143,112

Other long-term liabilities
 
18,610

16,650

Total Liabilities
 
1,745,696

1,635,147

Equity
 
 

 

Partners' capital:
 
 

 

Common unitholders
 
471,927

486,533

Subordinated unitholders
 

12,649

General partner interest
 
35,388

40,293

Total Partners' capital
 
507,315

539,475

Accumulated other comprehensive income
 
(8,589
)
(9,725
)
 
 
498,726

529,750

Non-controlling interest
 
67,112

66,765

Total Equity
 
565,838

596,515

Total Liabilities and Equity
 
2,311,534

2,231,662

 

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

27

Table of Contents

Golar LNG Partners LP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Six months ended June 30,
(in thousands of $) 
Note
2016
2015
OPERATING ACTIVITIES
 
 

 

Net income
 
51,080

77,339

Adjustments to reconcile net income to net cash provided by operating activities:
 


 

Depreciation and amortization
 
49,908

45,174

Recognition of deferred tax liability

 
1,125


Release of deferred tax asset
 
2,251

2,490

Amortization of deferred charges
6
6,442

3,505

Drydocking expenditure
 
(1,600
)
(8,684
)
Foreign exchange (losses)/gains
 
(257
)
89

Interest element included in obligations under capital leases
 
(1,498
)
127

Change in assets and liabilities, net of effects from purchase of subsidiaries:
 
 
 
Trade accounts receivable
 
(183
)
(16,302
)
Inventories
 
173

(1,063
)
Prepaid expenses, accrued income and other assets
 
2,252

(82
)
Amount due to/from related companies
 
(22,839
)
3,101

Trade accounts payable
 
(1,588
)
5,387

Accrued expenses
 
5,310

(5,688
)
Restricted cash
 
(62
)

Other current liabilities
 
31,667

(11,031
)
Net cash provided by operating activities
 
122,181

94,362

 
 
 
 
INVESTING ACTIVITIES
 
 

 

Additions to vessels and equipment
 

(2,147
)
Deposit made in connection with the Golar Tundra  acquisition
11
(107,247
)

Acquisition of subsidiaries, net of cash acquired
8

(5,971
)
Restricted cash
 

(145
)
Net cash used in investing activities
 
(107,247
)
(8,263
)
 
 
 
 
FINANCING ACTIVITIES
 
 

 

Repayment of debt, including debt due to a related parties
 
(720,658
)
(460,287
)
Proceeds from long-term debt
9
815,000

420,000

Dividend paid to non-controlling interest
 
(6,000
)
(5,000
)
Cash distributions paid
 
(76,398
)
(75,833
)
Financing costs paid
 
(13,521
)
(4,479
)
Restricted cash and short-term investments
 
7,648


Common units buy-back and cancellation
 
(495
)

Net cash provided by/(used in) financing activities
 
5,576

(125,599
)
 
 
 
 
Net increase/(decrease) in cash and cash equivalents
 
20,510

(39,500
)
Cash and cash equivalents at beginning of period
 
40,686

98,998

Cash and cash equivalents at end of period
 
61,196

59,498


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

28

Table of Contents

Golar LNG Partners LP
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(in thousands of $)
Partners’ capital
Accumulated
Other Comprehensive
Loss
Total Before
Non-Controlling
Interest
Non-Controlling
Interest
Total Equity
Common
  Units
Subordinated
  Units
General
  Partner
Consolidated balance at December 31, 2014
490,824

12,063

33,320

(2,086
)
534,121

67,618

601,739

Net income
50,084

17,494

4,708


72,286

5,053

77,339

Other comprehensive loss



(3,474
)
(3,474
)

(3,474
)
Cash distributions (1)
(52,056
)
(18,183
)
(5,594
)

(75,833
)

(75,833
)
Non-controlling interest dividend





(5,000
)
(5,000
)
Consolidated balance at June 30, 2015
488,852

11,374

32,434

(5,560
)
527,100

67,671

594,771


(in thousands of $)
Partners’ capital
Accumulated
Other Comprehensive
Loss
Total Before
Non-Controlling
Interest
Non-Controlling
Interest
Total Equity
Common
  Units
Subordinated
  Units
General
  Partner
Consolidated balance at December 31, 2015
486,533

12,649

40,293

(9,725
)
529,750

66,765

596,515

Net income
36,635

7,152

946


44,733

6,347

51,080

Other comprehensive income



1,136

1,136


1,136

Cash distributions (1)
(52,125
)
(18,422
)
(5,851
)

(76,398
)

(76,398
)
Non-controlling interest dividend





(6,000
)
(6,000
)
Common units acquired and cancelled
(495
)



(495
)

(495
)
Conversion of subordinated units to common units
1,379

(1,379
)





Consolidated balance at June 30, 2016
471,927


35,388

(8,589
)
498,726

67,112

565,838


(1) This includes cash distributions to Incentive Distribution Rights (“IDRs”) holders for the six months ended June 30, 2016 and 2015 of $4.3 million and $4.1 million , respectively.


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

29

Table of Contents

Golar LNG Partners LP
Notes to Unaudited Condensed Consolidated Financial Statements
 
1.                                       GENERAL
 
Golar LNG Partners LP (the “Partnership,” “we,” “our,” or “us”) is a publicly traded Marshall Islands limited partnership initially formed as a subsidiary of Golar LNG Limited (“Golar”) in September 2007, to own and operate LNG carriers and FSRUs under long-term charters. As of June 30, 2016 , we have a fleet of four LNG carriers and six FSRUs, excluding the Golar Tundra , as explained in note 2.

2.                                       ACCOUNTING POLICIES
 
Basis of accounting
 
The accompanying condensed consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The footnotes are condensed as permitted by the requirements for interim financial statements and, accordingly, do not include all of the information and disclosures required under U.S. GAAP for complete financial statements. Therefore, these condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2015 , which are included in our Annual Report on Form 20-F.

In May 2016, we acquired (the “Tundra Acquisition”) from Golar 100% of the interests in the company (“Tundra Corp”) that is the disponent owner and operator of the Golar Tundra , an FSRU, for a purchase price of approximately $330.0 million , less net lease obligations and working capital adjustments. Pursuant to an agreement entered into between us and Golar in connection with the Tundra Acquisition (as amended, the “Tundra Letter Agreement”), we have the right to require Golar to repurchase the shares of Tundra Corp under certain circumstances, and consequently Golar continues to consolidate the Tundra Corp and the results of operations of Tundra Corp are not reflected in our financial statements (see note 8).

Significant accounting policies
 
The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those followed in the preparation of our audited consolidated financial statements for the year ended December 31, 2015 .


3. VARIABLE INTEREST ENTITIES (VIEs)

Eskimo SPV

As of June 30, 2016 , we leased the Golar Eskimo from a VIE under a finance lease with a wholly-owned subsidiary (“Eskimo SPV”) of China Merchants Bank Leasing (“CMBL”). Eskimo SPV is a newly formed special purpose vehicle (SPV).

In November 2015, we sold the Golar Eskimo to Eskimo SPV and subsequently leased back the vessel under a bareboat charter for a term of ten years. From the third year anniversary of the commencement of the bareboat charter, we have an annual option to repurchase the vessel at fixed pre-determined amounts, with an obligation to repurchase the vessel at the end of the ten year lease period.
 
While we do not hold any equity investment in Eskimo SPV, we have determined that we have a variable interest in Eskimo SPV and that Eskimo SPV is a VIE. Based on our evaluation of the bareboat agreement we have concluded that we are the primary beneficiary of Eskimo SPV and, accordingly, have consolidated Eskimo SPV into our financial results. We did not record any gain or loss from the sale of the Golar Eskimo to Eskimo SPV, and we continued to report the vessel in our consolidated financial statements at the same carrying value, as if the sale had not occurred.

The equity attributable to CMBL in Eskimo SPV is included in non-controlling interests in our consolidated results. As of June 30, 2016 , the Golar Eskimo is reported under “Vessels and equipment, net” in our consolidated balance sheet.
 
The following table gives a summary of the sale and leaseback arrangement, including repurchase options and obligation as of June 30, 2016 :


30

Table of Contents

Vessel
Effective from
Sales value (in $ millions)
First repurchase option (in $ millions)
Month of first repurchase option
Repurchase obligation at end of lease term
   (in $ millions)
End of lease term
Golar Eskimo
November 2015
285.0
225.8
November 2018
128.3
November 2025

A summary of our payment obligations under the bareboat charter with Eskimo SPV as of June 30, 2016 is shown below:
(in thousands of $)
2016 (1)
2017
2018
2019
2020
After 2020
Golar Eskimo*
6,412
12,825
12,825
12,825
12,824
61,982

(1) For the six months ended December 31, 2016.
*This table excludes variable rental payments due under the lease. Based on an assumed LIBOR of 0.36% plus margin, additional payments totaling $83.1 million should be payable over the lifetime of the lease.


The impact of Eskimo SPV’s assets and liabilities that most significantly impact our consolidated balance sheet is as follows:
(in thousands of $)
Golar Eskimo
Assets
 
Restricted cash
94

 
 
Liabilities
 
Long-term debt
241,212


Restricted cash represents cash in Eskimo SPV which is not available for use by us.

Tundra Corp

The Tundra Acquisition closed in May 2016. Concurrent with the closing we entered into the Tundra Letter Agreement, which, among other things, provides that if for any reason the Golar Tundra has not commenced operations under its charter with West African Gas Limited (“WAGL”) by May 23, 2017, we have the right to require that Golar repurchase the shares of Tundra Corp at a price equal to the original purchase price (the “Tundra Put Option”). Accordingly, we have determined that (1) Tundra Corp is a VIE and (2) until the Tundra Put Option expires, Golar is the primary beneficiary of Tundra Corp. Thus, Tundra Corp will not be consolidated into our financial statements until the Tundra Put Option expires (see note 8).

In November 2015, prior to the Tundra Acquisition, Tundra Corp sold the Golar Tundra to a subsidiary of CMBL (the “Tundra SPV”) for $254.6 million and subsequently leased back the vessel under a bareboat charter (the “Tundra Lease”). Upon the completion of the Tundra Acquisition, Golar’s prior guarantee of Tundra Corp’s obligations under the Tundra Lease terminated, and we became the primary obligor under the Tundra Lease. Thus, despite the fact that Tundra Corp is currently not consolidated into our financial results, we are liable for charter hire payments due under the Tundra Lease.
 
The following table gives a summary of the sale and leaseback arrangement, including repurchase options and obligation as of June 30, 2016 :

Vessel
Effective from
Sales value (in $ millions)
First repurchase option (in $ millions)
Month of first repurchase option
Repurchase obligation at end of lease term
   (in $ millions)
End of lease term
Golar Tundra
November 2015
254.6
194.1
November 2018
114.6
November 2025

A summary of our payment obligations under the bareboat charter with Tundra SPV as of June 30, 2016 is shown below:
(in thousands of $)
2016 (1)
2017
2018
2019
2020
After 2020
Golar Tundra*
5,931
11,863
11,863
11,863
11,863
57,336

31

Table of Contents


(1) For the six months ended December 31, 2016.
*This table excludes variable rental payments due under the lease. Based on an assumed LIBOR of 0.38% plus margin, additional payments totaling $73.7 million should be payable over the lifetime of the lease.


PT Golar Indonesia

We consolidated PTGI, which owns the NR Satu , in our consolidated financial statements effective September 28, 2011. PTGI became a VIE and we became its primary beneficiary upon our agreement to acquire all of Golar’s interests in certain subsidiaries that own and operate the NR Satu on July 19, 2012. We consolidate PTGI as we hold all of the voting stock and control all of the economic interests in PTGI.

4.                                       RECENTLY ISSUED ACCOUNTING STANDARDS
 
Adoption of new accounting standards

We historically presented deferred debt issuance costs, or fees related to directly issuing debt, as long-term assets on the consolidated balance sheets. During the first quarter of 2016, we adopted guidance codified in ASU 2015-03 “Interest — Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs”. The guidance simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected. We adopted the requirements of ASU 2015-03 effective beginning the first quarter ended March 31, 2016 and applied this guidance retrospectively to all prior periods presented in our financial statements.

The reclassification does not impact net income as previously reported or any prior amounts reported on the Statements of Operations or the Consolidated Statements of Cash Flows. The effect of the retrospective application of this change in accounting principle on our Consolidated Balance Sheets as of December 31, 2015 resulted in a reduction of “Long-term assets” and “Total assets” in the amount of $13.7 million , with a corresponding decrease of $13.7 million in “Long-term debt” and “Total liabilities”.

Accounting pronouncements to be adopted

In June 2016, the FASB issued a new accounting standard, ASC 326 Financial Instruments—Credit Losses. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do currently under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted for annual periods beginning after December 15, 2018. We are assessing what impact, if any, the adoption of this guidance will have on our consolidated financial position, results of operations and cash flows.

Any other accounting pronouncements yet to be adopted by us are consistent with those disclosed in our audited consolidated financial statements for the year ended December 31, 2015 .



32

Table of Contents

5.                                       SEGMENTAL INFORMATION
 
Operating segments are components for an enterprise of which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Based on the Partnership’s methods of internal reporting and management structure, we consider that we operate in one segment, the LNG market. During the six months ended June 30, 2016 and 2015 , our fleet operated under time charters with nine charterers, Petrobras, Dubai Supply Authority (“DUSUP”), Pertamina, the Hashemite Kingdom of Jordan (“Jordan”), PT Nusantara Regas (“PTNR”), Royal Dutch Shell plc, Eni S.p.A., Kuwait National Petroleum Company (“KNPC”) and Golar. Petrobras is a Brazilian energy company. DUSUP is a government entity which is the sole supplier of natural gas to the Emirates. Pertamina is the state-owned oil and gas company of Indonesia. PTNR is a joint venture company of Pertamina and Perusahaan Gas Negara, an Indonesian company engaged in the transport and distribution of natural gas in Indonesia. Royal Dutch Shell plc is headquartered in the Netherlands. Eni S.p.A is an integrated energy company headquartered in Italy. KNPC is a subsidiary of Kuwait Petroleum Corporation, the state-owned oil and gas company of Kuwait.

For the three and six months ended June 30, 2016 and 2015 , revenues from the following charterers accounted for over 10% of our consolidated revenues:
 
 
Three months ended June 30,
Six months ended June 30,
(in thousands of $)
2016
2015
2016
2015
Petrobras
24,896

22
%
25,005

24
%
49,670

23
%
49,506

24
%
PTNR
17,059

15
%
17,417

16
%
33,841

16
%
33,810

16
%
Golar LNG Limited
7,280

7
%
14,705

14
%
14,560

7
%
24,995

12
%
KNPC
14,097

13
%
14,097

12
%
19,151

9
%
18,899

9
%
DUSUP
11,549

10
%
5,428

5
%
23,240

11
%
17,563

9
%
Jordan
14,188

13
%

%
28,377

13
%

%
 
Geographic segment data

The following geographical data presents our revenues and fixed assets with respect only to our FSRUs, operating under long-term charters, at specific locations. LNG carriers operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations to specific countries.
Revenues
Three months ended June 30
Six months ended June 30
(in thousands of $)
2016

2015

2016

2015

Brazil
24,896

25,005

49,670

49,506

United Arab Emirates
11,549

5,428

23,240

17,563

Indonesia
17,059

17,417

33,841

33,810

Kuwait
14,097

14,097

19,151

18,899

Jordan
14,188

12,358

28,377



Fixed assets, net
June 30,

December 31,

(in thousands of $)
2016

2015

Brazil
358,705

369,922

Kuwait
271,024

275,684

Indonesia
198,202

205,188

United Arab Emirates
128,013

133,883

Jordan
282,755

286,974




33

Table of Contents

6.                                       OTHER FINANCIAL ITEMS
 
Other financial items are comprised of the following:
 
 
Three months ended
  June 30,
Six months ended
  June 30,
(in thousands of $)
2016
2015
2016
2015
Amortization of deferred financing costs
(5,338
)
(2,530
)
(6,442
)
(3,505
)
Unrealized mark-to-market gains (losses)/gains for interest rate swaps
(7,142
)
5,976

(24,377
)
71

Interest expense on un-designated interest rate swaps
(2,728
)
(3,333
)
(5,330
)
(6,285
)
Foreign exchange gain (loss) on capital lease obligations and related restricted cash
493

(516
)
670

(90
)
Foreign exchange losses on operations
(211
)
(339
)
(976
)
(680
)
Mark-to-market adjustment for currency swap derivatives and other
(645
)
(726
)
(928
)
(1,349
)
Total
(15,571
)
(1,468
)
(37,383
)
(11,838
)
 
7. TAXATION

As of June 30, 2016 a net deferred tax asset of $8.1 million ( $10.4 million at December 31, 2015 ) was recognized, principally related to the recognition of certain historical tax positions on our Indonesian operations.

As of June 30, 2016 , a net deferred tax liability of $2.3 million ( $1.1 million at December 31, 2015 ) was recognized, due to the deferred tax liability from tax depreciation in excess of the accounting depreciation for the Golar Eskimo exceeding the deferred tax asset related to net operating loss carryforwards generated from our Jordan operations.

Tax charge

The tax charge for the three and six months ended June 30, 2016 included current tax charges in respect of our operations in the United Kingdom, Norway, Brazil, Kuwait and Indonesia. The Partnership does not currently incur any corporate income tax in respect of operations in Jordan given the availability of brought forward tax losses which can be utilized against taxable profits.

The total tax charge for the three months and six months ended June 30, 2016 includes a net deferred tax charge of $0.5 million and $1.1 million respectively, in relation to the utilization of brought forward tax losses and tax depreciation in excess of accounting depreciation in Jordan. As a result of the deferred tax charge of $0.5 million and $1.1 million for three and six months ended June 30, 2016 respectively, the deferred tax liability balance as of June 30, 2016 is $2.3 million .

The total tax charge for the three months and six months ended June 30, 2016 also includes a deferred tax charge of $1.0 million and $2.3 million respectively, in relation to the utilization of the brought forward tax losses in Indonesia. As a result of the deferred tax charge of $1.0 million and $2.3 million for three and six months ended June 30, 2016 respectively, the deferred tax asset balance as of June 30, 2016 is $8.1 million .

Uncertainty in tax positions

In 2016 the tax audits for our Indonesian operations for the years 2012 and 2013 were re-opened and concluded by the local tax authorities, with particular focus on withholding tax payments. The audit resulted in several findings in relation to late payments of withholding taxes on certain transactions, resulting in the imposition of interest and penalties. As of  June 30, 2016 , we recognized a provision of  $4.7 million ( $2.2 million at December 31, 2015 ) for certain risks in various jurisdictions. This provision includes interest and penalties arising from our Indonesian operations for the periods 2012 to June 30, 2016 following the conclusion of the tax audits mentioned above.

In a separate matter, PTGI is party to ongoing tax discussions with the Indonesian tax authorities with regard to cancellation of the waiver of approximately  $24.0 million  in VAT importation charges on the NR Satu, which PTGI secured in April 2012 when the vessel was imported. In November 2015, the Indonesian tax authorities notified PTGI that they would be canceling the 2012 waiver that was issued. The cancellation letter was received in December 2015. The court proceedings commenced in April 2016

34

Table of Contents

and PTGI has disputed the cancellation. The final hearing took place in June 2016 and we are awaiting the decision on the case. We believe we have strong merits to support our position. In the event that the cancellation is upheld, which we do not believe to be probable, PTGI will be indemnified by PTNR under our time charter party agreement entered with them.



8.     ACQUISITIONS

In May 2016, we acquired from Golar interests in Tundra Corp, the disponent owner and operator of the Golar Tundra. In January 2015, we acquired from Golar the equity interest in the subsidiaries which own and operate the Golar Eskimo.

Our board of directors (the “Board”) and the Conflicts Committee of the Board (the “Conflicts Committee”) approved the purchase price for each transaction. The Conflicts Committee retained a financial advisor to assist the evaluation of each transaction. The details of the transactions are as follows:

Golar Tundra

In February 2016, we entered into an agreement with Golar to acquire Tundra Corp for a purchase price of $330.0 million , less the assumed net lease obligations and net of working capital adjustments. We paid an initial $30.0 million deposit to Golar in February 2016. The Tundra Acquisition closed on May 23, 2016, at which time we paid the remaining net $77.2 million purchase consideration. Concurrent with the closing of the Tundra Acquisition, we entered into the Tundra Letter Agreement pursuant to which Golar will pay us a daily fee plus operating expenses, from the closing date until the date that operations commence under the vessel’s charter with WAGL. In return we agreed to pay to Golar any hire or other contract-related payments actually received with respect to the vessel. The Tundra Letter Agreement furthermore includes that in the event the Golar Tundra has not commenced service under the charter by May 23, 2017, we have the option to require Golar to repurchase the Tundra Corp at a price equal to the original purchase consideration. As a result of the Tundra Put Option, Golar continues to consolidate the Tundra Corp and the results of Tundra Corp are not reflected in our financial statements.

In November 2015, Tundra Corp sold the Golar Tundra to a subsidiary of CMBL (the “Tundra SPV”) for $254.6 million and subsequently leased back the vessel under a bareboat charter (the “Tundra Lease”). Upon the completion of the Tundra Acquisition, Golar’s prior guarantee of Tundra Corp’s obligations under the Tundra Lease terminated, and we became the primary obligor under the Tundra Lease. Thus, despite the fact that Tundra Corp is currently not consolidated into our financial results, we are liable for charter hire payments due under the Tundra Lease.

The Golar Tundra is subject to a time charter with WAGL, a joint venture of the Nigerian National Petroleum Corporation and Sahara Energy Resource Ltd. that is developing an LNG import project at the port of Tema on the coast of Ghana (the “Ghana LNG Project”). The Golar Tundra was expected to commence operations in order to serve the Ghana LNG Project in the second quarter of 2016. However, due to delays in the Ghana LNG project, WAGL has not been able to accept the Golar Tundra .

Pursuant to the Tundra Letter Agreement, Golar agreed to pay to us a daily fee plus operating expenses for the right to use the Golar Tundra from the date of the closing of the Tundra Acquisition until the date that the Golar Tundra commences operations under its charter with WAGL. The daily fee (excluding operating expenses) is intended to approximate the amount that Tundra Corp is required to pay to Tundra SPV under the Tundra Lease.

Golar Eskimo

On January 20, 2015, we acquired Golar’s 100% interest in the companies that own and operate the FSRU Golar Eskimo pursuant to a Purchase, Sale and Contribution Agreement that we entered into on December 22, 2014 . The purchase consideration was $388.8 million less the assumed bank debt of $162.8 million . The purchase price of the acquisition has been allocated to the identifiable assets acquired. The allocation of the purchase price to acquired identifiable assets was based on their fair values at the date of acquisition.


35

Table of Contents




______________________________________

(1) The purchase consideration comprised of the following:


Final

 
Golar Eskimo

(in thousands of $)
January 20, 2015

Purchase consideration (1)
226,010

Less: Fair value of net assets (liabilities) acquired:
 
Vessel and equipment
292,872

Intangible asset
95,520

Long-term debt
(162,830
)
Cash
298

Others
150

Subtotal
226,010

Excess of the consideration transferred and fair value of net assets acquired

______________________________________
(1) The purchase consideration comprised of the following:

(in thousands of $)
Golar Eskimo

Loan from Golar
220,000

Cash consideration paid to Golar
7,170

Purchase price adjustments
(1,160
)
Total
226,010


Revenue and profit contributions

In connection with the Golar Eskimo acquisition, we entered into an agreement with Golar pursuant to which Golar agreed to pay us an aggregate amount of $22.0 million starting in January 2015 and ending in June 2015 for the right to use the Golar Eskimo during that period. Under the agreement with Golar, the Golar Eskimo contributed revenues of $12.4 million and $22.0 million and net income of $10.4 million and $18.6 million to the financial results for the period from April 1, 2015 to June 30, 2015 and January 20, 2015 to June 30, 2015.

The table below shows our summarized consolidated pro forma financial information for the three and six months ended June 30, 2015, giving effect to our acquisition of the Golar Eskimo as if it had taken place on January 1, 2015.

(in thousands of $, except per unit data)
Three months Ended June 30, 2015

 
Six Months Ended June 30, 2015

Revenues
105,715

 
206,447

Net income
43,602

 
78,225

Earnings per unit (basic and diluted):
 
 
 
Common unitholders
$0.61
 
$1.20

9.                                       DEBT

As of June 30, 2016 and December 31, 2015 , we had total long-term debt outstanding of $1,427.3 million and $1,331.1 million , respectively, net of deferred debt issuance costs of $19.3 million and $13.7 million , respectively.

In April 2016, we entered into a $800.0 million senior secured credit facility (the “ $800 million credit facility”) which refinanced the Maria and Freeze Facility, the Golar LNG Partners Credit Facility, the Golar Partners Operating Credit Facility and the Golar Igloo Debt. As a result of the refinancing, the above facilities were terminated.

The $800 million credit facility has a five year term and consists of a $650.0 million term loan facility and a $150.0 million revolving credit facility. The revolving credit facility will be reduced by $25.0 million by September 30, 2017 and $50.0 million by September 30, 2018. The term loan facility is repayable in quarterly installments with a total final balloon payment of $453.0 million together with any amounts outstanding under the revolving facility, the maximum amount of which in 2021 would be

36

Table of Contents

$75.0 million . The $800 million credit facility bears interest at a rate of LIBOR plus a margin of 2.5% . As of June 30, 2016 , we had drawn down $125.0 million of the $150.0 million revolving credit facility.


10.                                       FINANCIAL INSTRUMENTS
 
Interest rate risk management
 
In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. We have entered into swaps that convert floating rate interest obligations to fixed rates, which, from an economic perspective hedge, our interest rate exposure. We do not hold or issue instruments for speculative or trading purposes. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, we do not anticipate non-performance by any of our counterparties.
 
We manage our debt and capital lease portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates. Certain interest rate swap agreements qualify and are designated for accounting purposes as cash flow hedges. Accordingly, the net gains and losses have been reported in a separate component of accumulated other comprehensive income to the extent the hedges are effective. The amount recorded in accumulated other comprehensive income will subsequently be reclassified into earnings in the same period as the hedged items affect earnings.

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 value and estimated fair value of our financial instruments as of June 30, 2016 and December 31, 2015 are as follows:
 
 
 
June 30, 2016
December 31, 2015
(in thousands of $)
Fair value 
Hierarchy
Carrying 
Value
Fair 
Value
Carrying 
Value
Fair 
Value
Non-Derivatives:
 
 

 

 

 

Cash and cash equivalents
Level 1
61,196

61,196

40,686

40,686

Restricted cash
Level 1
171,464

171,464

193,273

193,273

High-Yield and 2015 Norwegian Bonds (1)
Level 1
305,439

279,873

297,007

298,845

Long-term debt — floating (2)
Level 2
1,141,162

1,141,162

1,047,781

1,047,781

Obligations under capital leases (2)
Level 2
127,301

127,301

143,112

143,112

 
 
 
 
 
 
Derivatives:
 
 

 

 

 

Interest rate swaps asset (3) (4)
Level 2


1,881

1,881

Cross currency interest rate swap liability (5)
Level 2
79,318

79,318

89,015

89,015

Interest rate swaps liability (3) (4)
Level 2
38,166

38,166

15,540

15,540


(1) This pertains to bonds with a carrying value of $305.4 million and $297.0 million as of June 30, 2016 and December 31, 2015 , respectively, which are included under long-term debt on the balance sheet. The fair value of the bonds as of June 30, 2016 was $279.9 million (2015: $298.8 million ), which is 91.6% of their face value (2015: 100.6% ).

(2) Our long-term debt and capital lease obligations are recorded at amortized cost in the consolidated balance sheets.
The long term debt is presented gross of deferred financing cost of $19.3 million as of June 30, 2016 (2015: $13.7 million ).
 
(3) Derivative liabilities are captured within other current liabilities and derivative assets are captured within long-term assets on the balance sheet.

(4) The fair value/carrying value of interest rate swap agreements (excluding the cross currency interest rate swap described in footnote 5) that qualify and are designated as cash flow hedges as of June 30, 2016 and December 31, 2015 was a net liability of $0.8 million (with a notional amount of $87.5 million ) and

37

Table of Contents

a net liability of $1.6 million (with a notional amount of $142.5 million ), respectively. The expected maturity of the remaining designated interest rate agreement is February 2018 .
 
(5) In order to hedge our exposure to currency fluctuations under our NOK-denominated senior unsecured bonds (“High-Yield Bonds”), we entered into a non-amortizing cross currency interest rate swap agreement. The swap hedges both the full redemption amount of the NOK obligation and the related quarterly interest payments. We designated the cross currency interest rate swap as a cash flow hedge. As of June 30, 2016 , the following are the details on the cross currency interest rate swap:
 
Instrument
(in thousands of $, unless otherwise indicated)
Notional amount
Maturity date
Rate
Fair value asset/(liability)
In NOK
In USD
Cross currency interest rate swap
1,300,000

227,193

Oct 2017
6.485
%
(79,318
)

As of June 30, 2016 and December 31, 2015 , our accumulated other comprehensive income included an unrealized loss of $7.8 million and $9.1 million , respectively, in respect of the cross currency interest rate swap designated as a cash flow hedge.

The carrying values of accounts receivable, accounts payable and accrued liabilities, excluded from the table above, approximate fair values because of the short term maturity of these instruments.

The credit exposure of interest rate swap agreements is 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 that counterparty by offsetting them against amounts that the counterparty owes to us.
 
June 30, 2016
 
December 31, 2015
(in thousands of $)
Gross amounts presented in the consolidated balance sheet
 
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
 
Net amount
 
Gross amounts presented in the consolidated balance sheet
 
Gross amounts not offset in the consolidated balance sheet subject to netting agreements
 
Net amount
Total asset derivatives

 

 

 
1,881

 
(1,881
)
 

Total liability derivatives
38,166

 

 
38,166

 
15,540

 
(1,881
)
 
13,659


The cross currency interest rate swap has a credit support arrangement that requires us to provide cash collateral in the event that the market valuation drops below a certain level. Since the market valuation has fallen below this level, we have provided $32.2 million of cash collateral as of June 30, 2016 .

The fair value measurement of an asset or a liability must reflect the non-performance of the entity. Therefore, the impact of our credit worthiness has also been factored into the fair value measurement of the derivative instruments in a liability position.

As of June 30, 2016 , we have entered into the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below. The summary also includes those that are designated as cash flow hedges:

 
Instrument
  (in thousands of $)
Notional  amount
 
Maturity Dates
Fixed Interest Rates
Interest rate swaps:
 

 
 
 
 
 

 
 
Receiving floating, pay fixed
1,382,158

(1)  
Feb 2018
to
May 2022
1.070
%
to
6.485%
(1) This includes the nominal value of the cross currency interest rate swap of $227.2 million described in footnote 5 above.

As of June 30, 2016 , the notional principal amount of the swap agreements relating to the debt and capital lease obligations outstanding was $1,382.2 million ( December 31, 2015 : $1,090.4 million ).





38

Table of Contents

11.             RELATED PARTY TRANSACTIONS
 
Net income (expenses) from related parties:
 
 
Three months ended
June 30,
 
Six months ended
June 30,
(in thousands of $)
2016
2015
 
2016
2015
Transactions with Golar and affiliates:
 

 

 
 

 

Time charter revenues from related parties (a)
7,280

14,705

 
14,560

24,995

Management and administrative services fees (b)
(678
)
(592
)
 
(1,288
)
(1,329
)
Ship management fees (c)
(1,951
)
(1,827
)
 
(4,010
)
(3,613
)
Interest expense on the Eskimo  vendor loan (i)

(1,686
)
 

(3,038
)
Interest income on Tundra deposit (e)
309


 
309


Interest income on short term credit arrangements (e)



122


Total
4,960

10,600

 
9,693

17,015

 
Receivables from related parties:
 
As of June 30, 2016 and December 31, 2015 balances with related parties consisted of the following:
 
(in thousands of $)
June 30,
2016
 
December 31,
2015
Balances due from Golar and affiliates (d)
27,254

 
4,400

Deposit paid to Golar (e)
107,247

 

Methane Princess  lease security deposit movements (g)
2,344

 
2,728

Total
136,845

 
7,128


(a) Time charter revenues from related parties - This consists of revenue from the charter of the Golar Grand (three and six months ended June 30, 2016 ) and charters of the Golar Eskimo and the Golar Grand (three and six months ended June 30, 2015 ) .

In February 2015 we exercised our option requiring Golar to charter in the Golar Grand for the period from February 16, 2015 until October 31, 2017 at approximately 75% of the hire rate that would have been payable by the charterer. The daily time charter rate receivable from Golar reduced following the vessel’s lay up in December 2015.

Pursuant to an agreement with Golar relating to Golar Eskimo , we received an amount of $12.8 million for Golar to use the vessel for the period from January 20, 2015 to June 30, 2015.
 
(b)  Management and administrative services agreement - On March 30, 2011, we entered into a management and administrative services agreement with Golar Management, a wholly-owned subsidiary of Golar, pursuant to which Golar Management provides us 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. We may terminate the agreement by providing 120 days’ written notice.
 
(c)  Ship management fees - Golar and certain of its affiliates charged ship management fees to us for the provision of technical and commercial management of the vessels. Each of our vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by certain subsidiaries of Golar, including Golar Management and Golar Management Norway AS.
 
(d)  Balances due from Golar and its affiliates - Receivables and payables with Golar primarily comprise of unpaid fees and expenses for management and administrative services and vessel management services performed by Golar and its affiliates, and other related party arrangements. 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 due from Golar and its affiliates are unsecured, interest-free and intended to be settled in the ordinary course of business.
 

39

Table of Contents

(e)  Deposit paid to Golar - As further described in note 8, in May 2016 we closed the Tundra Acquisition. As of the closing, we had paid a total of $107.2 million in purchase consideration. Until the Golar Tundra commences operations and the arrangements with Golar expire (including the Tundra Put Option), we will not consolidate Tundra Corp into our financial results. Accordingly, we have recognized a deposit receivable of $107.2 million in our consolidated balance sheet as of June 30, 2016 . Furthermore in relation to the Tundra Letter Agreement we have recognized interest income of $0.3 million for the six months ended June 30, 2016 , being the excess of amounts receivable under the Tundra Letter Agreement and amounts paid to Tundra SPV by Tundra Corp.
 
(f)  Dividends to China Petroleum Corporation - During the three and six months ended June 30, 2016 and June 30, 2015 , Faraway Maritime Shipping Co., which is 60% owned by us and 40% owned by China Petroleum Corporation (“CPC”), paid total dividends to CPC of $3.2 million and $6.0 million and $2.2 million and $5.0 million , respectively.

(g) Methane Princess lease security deposit movements - This represents net advances to Golar since the 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 by Golar under the Omnibus Agreement. Accordingly, these amounts held with Golar will be settled as part of the eventual termination of the Methane Princess lease.

(h) Dividends to Golar - During the three and six months ended June 30, 2016 and June 30, 2015 , we paid total dividends to Golar of $13.1 million and $26.3 million and $13.1 million and $25.7 million , respectively.

(i) Golar Eskimo vendor loan - In January 2015, we acquired the Golar Eskimo from Golar for $388.8 million . We funded a portion of the purchase price with the proceeds of a $220.0 million vendor loan from Golar. The loan was non-amortizing with a final balloon payment due in December 2016, contained a repayment incentive fee of up to 1.0% of the loan amount and bore interest at a rate equal to LIBOR plus a blended margin of 2.84% . The loan was repaid in full in November 2015.

(j) Payments to Helm Energy Advisors Inc. - Through his co-ownership of Helm Energy Advisors Inc. (“Helm”), a company established and domiciled in Canada, Mr. Arnell, who was appointed to our Board in February 2015 and resigned in September 2016, acted and advised on various projects for Golar and earned approximately $0.7 million from Golar in fees for the six months ended June 30, 2016. At June 30, 2016, the total amount outstanding by Golar to Helm was $0.2 million .



12.          OTHER COMMITMENTS AND CONTINGENCIES
 
  Assets pledged
  
(in thousands of $)
At June 30,   2016
 
At December 31, 2015
Book value of vessels secured against long-term loans and capital leases
1,664,384

 
1,847,403

 
Other contractual commitments and contingencies
 
Insurance

We insure the legal liability risks for our shipping activities with Gard and Skuld, which are mutual protection and indemnity associations. As a member of a mutual association, we are subject to calls payable to the associations based on our claims record in addition to the claims records of all other members of the association. A contingent liability exists to the extent that the claims records of the members of the association in the aggregate show significant deterioration, which results in additional calls on the members.

Tax lease benefits

As of June 30, 2016, we have one UK tax lease (relating to the Methane Princess ). A termination of this lease would realize the accrued currency gain or loss recorded against the lease liability, net of the restricted cash. As of June 30, 2016, there was a net accrued gain of approximately $1.4 million

Under the terms of the leasing arrangement, the benefits are derived primarily from the tax depreciation assumed to be available to the lessor as a result of their investment in the vessel. As is typical in these leasing arrangements, as the lessee we are obligated

40

Table of Contents

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 the event of an early termination of the Methane Princess lease or in relation to the 2010 lease restructuring, we may be required to make additional payments principally to the UK vessel lessor. We would be required to return all, or a portion of, or in certain circumstances significantly more than the upfront cash benefits that Golar received in respect of the lease financing transaction.

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 leasing arrangements and therefore is not necessarily indicative of any outcome should HMRC challenge us and we remain confident that our fact pattern is sufficiently different to succeed if we are challenged by HMRC. HMRC have written to our lessor to indicate that they believe our lease maybe 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 £20 million Pound Sterling. However, under the indemnity provisions of the Omnibus Agreement or the respective share purchase agreements, Golar has agreed to indemnify us against any liabilities incurred as a consequence of a successful challenge by the UK Revenue Authorities with regard to the initial tax basis of the transactions in respect of the Methane Princess lease (including the other vessels previously financed by UK tax leases) or in relation to the restructuring terminations in 2010.

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.

In November and December 2015, the Indonesian tax authorities issued letters to PTGI to, among other things, revoke a previously granted VAT importation waiver in the approximate amount of  $24.0 million  for the NR Satu. In April 2016, PTGI initiated an action in the Indonesian tax court to dispute the waiver cancellation. We believe PTGI has strong merits to support its position. However, there can be no assurance that PTGI’s position will be prevail. In the event of a negative outcome, in addition to the liability for VAT, there is the possibility that interest and penalties at  2%  per month may be applied from the point when the waiver was initially issued up until the date of payment of the VAT deemed due together with penalties applied. The court proceedings commenced in April 2016, with the final hearing taking place in June 2016. We are awaiting the decision on the case. In the event that the cancellation of the waiver is upheld which we do not believe to be probable, we will be indemnified by PTNR under the TCP for the NR Satu for any VAT liability as well as the related interest and penalties.

13.          EARNINGS PER UNIT AND CASH DISTRIBUTIONS
 
The calculations of basic and diluted earnings per unit are presented below:
 

41

Table of Contents

 
Three months ended
  June 30,
Six months ended
  June 30,
(in thousands of $, except per unit data)
2016
2015
2016
2015
Net income attributable to general partner and limited partner interests
27,982

41,028

44,733

72,286

Less: distributions paid (1)
(38,190
)
(38,533
)
(76,380
)
(77,086
)
Under (over) distributed earnings
(10,208
)
2,495

(31,647
)
(4,800
)
Net income attributable to:
 

 

 

 

Common unitholders
25,269

27,757

39,532

49,270

 
 
 
 
 
Weighted average units outstanding (basic and diluted) (in thousands):
 

 

 

 

Common unitholders
45,304

45,663

45,218

45,663

 
 
 
 
 
Earnings per unit (basic and diluted):
 

 

 

 

Common unitholders
$
0.56

$
0.61

$
0.87

$
1.08

 
 
 
 
 
Cash distributions declared and paid in the period per unit (2) :
$
0.58

$
0.58

$
1.16

$
1.16

Subsequent event:  Cash distributions declared and paid per unit relating to the period (3) :
$
0.58

$
0.58

$
0.58

$
0.58

 ______________________________________
(1) Refers to distributions made or to be made in relation to the period, irrespective of the declaration and payment dates, and is based on the number of units outstanding at the period end date. This includes cash distributions to IDR holders for the three months ended June 30, 2016 and 2015 of $2.2 million and $2.2 million , respectively, and for the six months ended June 30, 2016 and 2015 of $4.3 million and $4.4 million , respectively.
 
(2) Refers to cash distribution declared and paid during the period.

(3) Refers to cash distribution declared and paid subsequent to the period end.

As of June 30, 2016 , of our total number of units outstanding, 70% were held by the public and the remaining units were held by Golar (including the general partner units representing a 2% interest).
 

14.          SUBSEQUENT EVENTS

On July 21, 2016, our Board declared a distribution of $0.5775 per unit in respect of the quarter ended June 30, 2016 . This cash distribution was paid in August 2016 on total units of 62,336,335 .









42
 

SIDE LETTER TO THE COMMON TERMS AGREEMENT DATED 4 NOVEMBER 2015 IN RESPECT OF FINANCING FOR “GOLAR ESKIMO” TO GOLAR ESKIMO CORPORATION (THE “LETTER”)


To:    

Golar Eskimo Corporation

c/o Golar Management Ltd
13th Floor, 1 America Square
17 Crosswall, London EC3N 2LB
United Kingdom

(the Seller and Bareboat Charterer )
 
Golar LNG Partners LP

c/o Golar Management Ltd
13th Floor, 1 America Square
17 Crosswall, London EC3N 2LB
United Kingdom

(the Guarantor )

24 March 2016

Dear Sirs

Common Terms Agreement dated 4 November 2015 made between Golar Eskimo Corporation as seller, Golar Eskimo Corporation as bareboat charterer, Golar LNG Partners LP as guarantor, Sea 23 Leasing Co. Limited as buyer and Sea 23 Leasing Co. Limited as owner in respect of financing of “Golar Eskimo” (the “Common Terms Agreement”)

We refer to the Common Terms Agreement. Terms defined in the Common Terms Agreement have the same meaning when used in this Letter.

1
The Common Terms Agreement shall, with effect on and from the date hereof, be (and it is hereby) amended by:
1.1
deleting the definition of “Charter-hire Payment Date” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:
Charter-hire Payment Date means each of the dates falling at one (1) calendar month intervals from the Delivery Date and the first Charter-hire Payment Date falling on the Delivery Date provided that should any Charter-hire Payment Date fall on a day other than a Business Day, such Charter-hire Payment Date shall be brought forward to the immediately preceding Business Day
1.2
deleting the definition of “Interest Rate” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:
Interest Rate means the aggregate quarterly rate of the Margin and three (3) months LIBOR
1.3
deleting the definition of “Quotation Day” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:
Quotation Day means, in relation to any three (3) month period for which an interest rate is to be determined, five (5) Business Days before the first day of that period unless market practice differs

1
    


 

in the Interbank Market for currency, in which case the Quotation Day for that currency shall be determined by the Lender or the Owner in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days)
2
Notwithstanding any provision to the contrary in the Finance Documents, the parties have agreed that the Variable Charter-Hire under the Bareboat Charter in respect of the months of March 2016 and April 2016 shall be calculated by reference to the three (3) months LIBOR in February 2016.

3
Save as otherwise set out in this Letter, the other arrangements, terms and conditions under the Common Terms Agreement remain unchanged and shall continue in full force and effect.

4
References in the Common Terms Agreement to “this Agreement” shall, with effect from the date hereof and unless the context otherwise requires, be references to the Common Terms Agreement as amended by this Letter and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Common Terms Agreement shall be construed accordingly.

5
References in any of the Finance Documents to the “Common Terms Agreement” shall, with effect from the date hereof and unless the context otherwise requires, be references to the Common Terms Agreement as amended by this Letter.

6
This Letter is a Finance Document under, and as such term is defined in, the Common Terms Agreement.

7
This Letter 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 Letter.

8
This Letter may not be amended or waived except in writing by the parties to this Letter.

9
Clause 7 ( Law and Jurisdiction ) of the Common Terms Agreement shall apply to this Letter, mutatis mutandis .

Kindly acknowledge your agreement to the above by counter-signing below and returning to us a copy of this Letter.

Yours faithfully


/s/ ZHOU LING        
SEA 23 LEASING CO. LIMITED
(in its capacity as Buyer and Owner)
Date: 24 March 2016


THE SELLER

/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR ESKIMO CORPORATION
Date: 23 March 2016






THE BAREBOAT CHARTERER


2
    


 

We accept and agree the terms of this Letter and confirm that each of the Security Documents to which we are a party, and our respective obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Common Terms Agreement by this Letter.


/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR ESKIMO CORPORATION
Date: 23 MARCH 2016



THE GUARANTOR

We accept and agree the terms of this Letter and confirm that each of the Security Documents to which we are a party, and our respective obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Common Terms Agreement by this Letter.


/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR LNG PARTNERS LP
Date: 23 MARCH 2016




3
    

“BARECON 2001” STANDARD BAREBOAT CHARTER    PART I

1.     Shipbroker
N/A
TUNDRABIMCOSTANDARDBA_IMAGE1.GIF BIMCO STANDARD BAREBOAT CHARTER  
CODE NAME: “BARECON 2001”
PART I
2.     Place and date
Singapore, 19 November 2015
3.     Owners/Place of business ( Cl. 1 )
Sea 24 Leasing Co. Limited
Room 1801 4, 18/F, Bank of America Tower,
12 Harcourt Road, Central, Hong Kong
4.     Bareboat Charterers/Place of business ( Cl. 1 )
Golar LNG NB13 Corporation
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands, MH96960
5. Vessel’s name, call sign and flag ( Cl. 1  and 3 )
Golar Tundra
Call Sign: V7AF3
IMO Number: 9655808
Official Number: 4982
Marshall Islands (or such other flag state as may be agreed between the parties. See also Additional Clause 35).
6. Type of Vessel
Gas Carrier
7. GT/NT
106,806/33,219
8. When/Where built
2015, Samsumg Heavy Industries Co. Ltd., Korea
9. Total DWT (abt.) in metric tons on summer freeboard
87,159
10. Classification Society ( Cl. 3 )
DNV-GL
11. Date of last special survey by the Vessel’s classification society
N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3 )
As per Specification
13. Port or Place of delivery ( Cl. 3 )
See also Additional Clause 32
14. Time for delivery ( Cl. 4 )
See also Additional Clause 32
15. Cancelling date ( Cl. 5 )
N/A
16. Port or Place of redelivery ( Cl. 15 )
See also Additional Clause 51
17. No. of months’ validity of trading and class certificates upon redelivery ( Cl. 15 )
Three (3) months. See also Additional Clause 51
18. Running days’ notice if other than stated in ( Cl. 4 )
N/A
19. Frequency of dry docking ( Cl. 10(g) )
N/A
20. Trading limits ( Cl. 6 )
Trading worldwide, always safe/afloat, always subject to exclusions as per Joint War Risks Committee related Perils listed Areas in breach of current war trading warranties and breach of Institute Trading Warranties and any other country, port, place or zone prohibited by the Flag State and / or UN and the Sanctions Limitation and Exclusion Clause. Cargo Limits as per Vessel’s classification society’s requirement and the vessel’s specifications.
21. Charter period ( Cl. 2 )
120 calendar months
See also Additional Clause 37
22. Charter hire ( Cl. 11 )
See also Additional Clauses 39 and 40
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29 ) ( Cl. 10(a)(ii) )
N/A
24. Rate of interest payable acc. to Cl. 11(f)  and, if applicable, acc. to PART IV
See Additional Clause 39.6
25. Currency and method of payment ( Cl. 11 )
US$  
See also Additional Clause 39


This document is a computer generated BARECON 2001 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
US 4680305v.1

“BARECON 2001” STANDARD BAREBOAT CHARTER    PART I

26.     Place of payment; also state beneficiary and back account ( Cl. 11 )
To an account which the Owner may designate and notify the Charterer from time to time. See also Additional clause 39
27.     Bank guarantee/bond (sum and place) ( Cl. 24 ) (optional)
N/A
28. Mortgage(s), if any (state whether 12(a)  or (b)  applies; if 12(b)  applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) ( Cl. 12 )
applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) ( Cl. 12 )
Clause 12(a) and (b) do not apply. Sea Additional Clause 43
29. Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f)  or, if applicable, to acc. to Cl 14(k) ) (also state if Cl. 14  applies)
Clause 13(a) applies. See also Additional Clause 41
30. Additional insurance cover, if any, for Owners’ account limited to ( Cl. 13(b)  or, if applicable, Cl. 14(g) )
None
31. Additional insurance cover, if any, for Charterers’ account limited to ( Cl. 13(b)  or, if applicable, Cl. 14(g) )
See Additional Clause 41
32. Latent defects (only to be filed in if period other than stated in Cl. 3 )
N/A
33. Brokerage commission and to whom payable ( Cl. 27 )
None
34. Grace period (state number of clear banking days) ( Cl. 28 )
Clause 28 does not apply. See Additional Clause 44
35. Dispute Resolution (state 30(a) , 30(b)  or 30(c) ; if 30(c)  agreed Place of Arbitration must be stated ( Cl. 30 )
Clause 30 does not apply. See Additional Clause 54
36. War cancellation (indicate countries agreed) ( Cl. 26(f) )
N/A
37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III  applies) (optional)
Yes
38. Name and place of Builders (only to be filled in if PART III  applies)
Samsung Heavy Industries Co. Ltd., Korea
39. Vessel’s Yard Building No. (only to be filled in if PART III  applies)
Golar Tundra (Hull No. 2056)
40. Date of Building Contract (only to be filled in if PART III  applies)
23 February 2012
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1 )
a) N/A
b)
c)
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV  applies) (optional)
No
43. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V  applies) (optional)
No
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V  applies)
N/A
45. Country of the Underlying Registry (only to be filled in if PART V  applies)
N/A
46. Number of additional clauses covering special provisions, if agreed
Additional Clauses 32 to 65 (both inclusive), as attached hereto, form Integral part of this Charter. In the event of any conflict or inconsistency between the terms of Part 1 and Part II of this Charter with the terms of the Additional Clauses, the terms of the Additional Clauses shall prevail.
PREAMBLE It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II . In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37 , 42 and 43 . If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners)
/s/ Zhou Ling
Signature (Charterers)
/s/ Pernille Noraas


1.
Definitions (See also Additional Clauses)
In this Charter, the following terms shall have the meanings hereby assigned to them:
The Owners ” shall mean the party identified in Box 3 ;
The Charterers ” shall mean the party identified in Box 4 ;
The Vessel ” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12 and see also Additional Clauses .
Financial Instrument ” means the mortgage, deed of covenant or other such financial security instrument as set out in Additional Clause 43.2 .
2.
Charter Period (Also see Additional Clauses 37, 39 and 40)
In consideration of the hire detailed in Box 22 , the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).
3.
Delivery (Also see Additional Clauses 32 and 35)
(a)
A
(b)
The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10 . The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12 .
(c)
The delivery of the Vessel by the Owners shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3 , and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel .
4.
Time for Delivery (See Additional Clause 32)
5.
Cancelling
(a)
notice
(b)    
(c)    
6.
Trading Restrictions
The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20 .
The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.
The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.
Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. -
7.
Surveys on Delivery and Redelivery
,
The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Charterer shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof.
8.
Inspection (see Additional Clauses 48.5 and 50)
(a)    
(b)
- -
(c)    
requested and shall whenever
9.
Inventories, Oil and Stores (Also see Additional Clauses)
A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances on board the Vessel shall be made by the Charterers at their expenses on delivery and again on redelivery of the Vessel. The Charterers shall at the time of delivery take over and be deemed to have paid for all bunkers, lubricating oil, unbroached provisions, paints, ropes and other consumable stores in the said Vessel in accordance with the relevant provisions of this Charter and the Owners shall at the time of redelivery take over and pay for all bunkers, unbroached lubricating oil and provisions at the then current market prices at the ports of redelivery . The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.
10.
Maintenance and Operation
(a)
(i)     Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.
(i)
New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation , the cost of compliance and time used in relating thereto shall be for the sole account of the Charterer .
(ii)
Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof.
The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.
(b)
Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including annual flag State fees and any foreign general municipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.
Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.
(c)
The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably required.
(d)
Flag and Name of Vessel - During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld or delayed , to change the flag and/or the name of the Vessel during the Charter Period. Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.
(e)
Changes to the Vessel - (See also Additional Clause 36) Subject to Clause 10(a)(ii) , the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.
(f)
Use of the Vessel’s Outfit Equipment and Appliances - The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.
(g)
rt
11.
Hire (see also Additional Clauses 39 and 40)
(a)
The Charterers shall pay (or be deemed to have paid, where applicable) hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be of the essence.
(b)    
(c)
Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26 .
(d)    
(e)    
(f)
n .
(g)    
12.
Mortgage (See also Additional Clause 43)
(only to apply if Box 28 has been appropriately filled in)
13.
Insurance and Repairs (see also Additional Clause 41)
(a)
During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be un-reasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and t he Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.
The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.
All time used for repairs under the provisions of sub- clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be for the Charterers’ account.
(b)
t
(c)
The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.
(d)
n
(e)    
(f)    
14.
Insurance, Repairs and Classification (See Additional Clauses)
(Optional, only to apply if expressly agreed and stated in Box 29 , in which event Clause 13 shall be considered deleted).
(a)
r
(b)
)
(c)
f
(d)
, .
(e)    
(f)    
(g)
,
(h)
e
(i)    
(j)    
(k)    
(l)    
15.
Redelivery (See also Additional Clause 50)
, ry
.
,
16.
Non-Lien
The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:
“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.”
17.
Indemnity (See Also Additional Clause 51)
(a)
The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.
(b)
If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.
18.
Lien
The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers for all claims under this Charter .
19.
Salvage
All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.
20.
Wreck Removal
In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.
21.
General Average
The Owners shall not contribute to General Average.
22.
Assignment, Sub-Charter and Sale
(a)
Subject to the Additional Clauses, the Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, e and subject to such terms and conditions as the Owners shall approve.
(b)
ll n curr co c a on , o cc n a r.
23.
Contracts of Carriage
The a c ll documents d a c arrier ri e ; s c me . a o Cl n - o-
C a d a rs’ th ; o s o c the Athens Convention Relating and their Luggage by Sea, 1974, and any protocol
*)
Delete as applicable.
24.
Bank Guarantee
(Optional, only to apply if Box 27 filled in)
nish, l, c d at the place 27 as guarantee ce of their obligations under
25.
Requisition/Acquisition
(a)
In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when “Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition for Hire” whichever be the shorter.
(b)
i n essel r h , t c t “Co , e a o “Co lsory ”. c nd “Compulsory Acquisition”.
26.
War
(a)
For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.
(b)
The Vessel, unless the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.
(c)
The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.
(d)
e insurers of the war risks incurance, when l ’ o es o , a or m / the same time as the next payment of hire is due.
(e)
The Charterers shall have the liberty:
(i)
, , u sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
(ii)
to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
(iii)
to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.
(f)
In the event of outbreak of war (whether there be a declaration of war or not) i) o o : ; t K m; ; (ii) ed t Charterers shall have the right to cancel this Charter, the ccordance with Clause 15 , if the Vessel r if debarred under this Clause from , . In all cases hire shall continue to be paid in accordance with Clause 11 and all other provisions of this Charter shall apply .
27.
Commission
t t .
I o . to , c
28.
Termination (See Additional Clauses 44 and 45)
(a)
C
Owners shall be entitled to withdraw the Vessel from the ser C if
(i)
h n o o o erers e wners mber of days following the Owners’ notice, the l. Failure by the Charterers to pay hire within the s’ pro , e Vessel from the service of the Charterers and terminate the Charter without
(ii)
t m
(1)    
(2)
C I e
s’ uc
(iii)
prejudiced
(b)
’ Default
If the Owners shall by any act or omission be in breach Charterers of the ( harterers b
(c)
Vessel
C ll e e o be ter constructive or compromised or arranged total loss. For o r o
(d)
e d, rry
(e)
c d h
29.
Repossession (See Additional Clause 45 and 50)
In 8 t rs at her current or next port of call, or h o n c a . Pending corance C , l ld . l n ative T V ne n . e n , ’ Master, officers and crew shall be the sole responsibility
30.
Dispute Resolution (See Additional Clause 53)
- o C e
c d (LMAA) Terms current at the time when
The reference shall be to three arbitrators. A party stating that it will appoint its arbitrator as sole arbitrator c t d . arbitrator and give notice that it has done h , d t . r o .
I c U $ in accordance with the LMAA Small Claims Procedure c
d U ; t , b .
$ n d P e .
by the parties and any dispute arising out of or in n , b th .
Notwithstanding (a), (b) or (c) above, the parties c c n .
I a), c) following shall apply:
ro t ec o c “Mediation Notice” n o o
i th 1 f ree to mediation, in which case the parties o . t ,
ii I ,
v s party to seek such relief or take such steps as it
v . ntinue during the conduct of the mediation but n
v Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs n equally the mediator’s costs and expenses.
vi nfidential and no information or documents
: s.
fi , - a y. - apply in all cases.
- a) , b) v ;
31.
Notices (See Additional Clause 52)
(a)    
(b)
h f c .


1.
Specifications and Building Contract
(a)
The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”) as annexed to this Charter, made between the Builders and the Charterers and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter signed as approved by the Owners .
(b)
No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Owners as aforesaid, without the Owners ’ consent.
(c)
-
(d)
l c . - hereunder, the Charterers shall be bound to accept the , accordance with the Building Contract, on the date of . having accepted the Vessel they will not thereafter raise l’ p , , , m , c m to u c e c , e However, the Owners’ liability to the Charterers sha e e the Builders under the guarantee clause of the Building C ) , d e c e shall accrue to the account of the party stat rn
2.    
(a)
, c , rt t ld . U delivery to the Owners as therein provided but the delivery the Vessel is in fact ready for delivery by the Builders after . c e , t 1(d), the Charterers shall not be entitled to make any claim p c ny representations or warranties, whether express or implied,
(b)
f n l ld tl l le e C rt e
(c)
I C
(i)
C n r t ;
(ii)
writing ) require the Owners to negotiate with the Builders as to the exercising their right to rejection and upon receipt of such o B t
(iii)
cum e
(iv)
r - , Charterers for any claim under or arisin rm
(d)
m t 1
3.
Guarantee Works
If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.
4.    
T l C l ,
5.
Survey on Redelivery
The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery. Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.


O o t o have fulfilled their obligations according to Part I and II III, , , o o m C s e o
he r as the Sellers and the Charterers as the Buyers.
d e
The Sellers guarantee that the Vessel, at the time of ry o ry. S a d o emnify the S o . o hall b . shall be for Sellers’ account.
o h’ h instalment the Sellers shall furnish the Buyers with a Bill c t o . o l l e deliver a certificate of deletion to the Buyers. Buyers all classification certificates (for hull, engines, , as as all o o .
l
l ’ r C .
h a o o d l II co


1.    
For the purpose of this ,
r g ry l n y l the Charterers are registered during the period
The Underlying Registry ” shall mean the registry of the l as Owners and to which jurisdiction and control of the rt rt o .
2.    
C C ) II
3.    
If the in th e ( c e d by the , - l .
o Charter Registry as stated in Box 44 , due to a of due under the mortgage(s), the Charterers shall have C rt r

This document is a computer generated BARECON 2001 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
US 4680305v.1
Confidential        Execution Version

Dated 19 November 2015
_______________________
GOLAR LNG NB13 CORPORATION
as Seller
GOLAR LNG NB13 CORPORATION
as Bareboat Charterer
and
GOLAR LNG PARTNERS LP
GOLAR LNG LIMITED

as Guarantors
and
SEA 24 LEASING CO. LIMITED
as Buyer
SEA 24 LEASING CO. LIMITED
as Owner
COMMON TERMS AGREEMENT
in respect of financing for “ GOLAR TUNDRA
COMMONTERMSAGREEMENTIMAGE1.GIF




US 4680313v.1



Contents
Clause    Page
1
Definitions    1
2
Notices    28
3
English Translations    28
4
Partial Invalidity    28
5
Confidentiality    29
6
Counterparts    29
7
Law and Jurisdiction    29
Schedule - Administrative Details
30




US 4680313v.1



THIS COMMON TERMS AGREEMENT (this Agreement ) is dated 19 November 2015 and made between:
(1)
GOLAR LNG NB13 CORPORATION as Seller;
(2)
GOLAR LNG NB13 CORPORATION as Bareboat Charterer;
(3)
GOLAR LNG PARTNERS LP and GOLAR LNG LIMITED as Guarantors;
(4)
SEA 24 LEASING CO. LIMITED as Buyer; and
(5)
SEA 24 LEASING CO. LIMITED as Owner.
WHEREAS
(A)
Golar Tundra and the Builder have entered into the Building Contract for construction works to be carried out in respect of the Vessel.
(B)
Not later than the Cancelling Date, Golar LNG NB13 Corporation as “Seller” will deliver the Vessel to Sea 24 Leasing Co. Limited as “Buyer” pursuant to the MOA, whereupon the Purchase Price will be made available.
(C)
Immediately upon Delivery of the Vessel by the Seller to the Buyer under the MOA, Sea 24 Leasing Co. Limited as “Owner” will deliver the Vessel to Golar LNG NB13 Corporation as “Bareboat Charterer” pursuant to the Bareboat Charter.
(D)
Golar LNG Partners LP and Golar LNG Limited as “Guarantors” will guarantee to the Owner the performance of Golar LNG NB13 Corporation’s obligations under the Bareboat Charter and the MOA (subject to the terms and conditions set out in the Bareboat Charter Guarantees).
IT IS HEREBY AGREED as follows:
1
Definitions
1.1
The following defined terms shall be applicable to the Common Terms Documents as applicable:
Acceptable Sub-Charter means, in respect of the Vessel, a time charter arrangement for a period exceeding five (5) years with an Acceptable Sub-Charterer in form and substance acceptable to the Owner acting reasonably on the basis, inter alia, that such time charter shall not • diminish, release or discharge any and all obligations and liabilities of the Bareboat Charterer, • affect, reduce or prejudice any rights, interests, benefits and remedies of the Owner under the Bareboat Charter and applicable laws, • impose upon the Owner any further obligations or liabilities other than those which expressly exist in the Bareboat Charter and which were known to the Owner on the date of the Bareboat Charter

1
US 4680313v.1


Acceptable Sub-Charter Guarantee means a guarantee or other security acceptable to the Owner to be provided to the Bareboat Charterer pursuant to an Acceptable Sub-Charter in form and substance acceptable to the Owner acting reasonably
Acceptable Sub-Charter Guarantor means a company acceptable to the Owner acting reasonably
Acceptable Sub-Charter Hire means hire payable under an Acceptable Sub-Charter in minimal amount to be agreed between the Owner and the Bareboat Charterer but in no event lower than 115% of the Charter-hire
Acceptable Sub-Charterer means a company acceptable to the Owner acting reasonably
Accounting Reference Date means 31 December or such other date as may be approved
Accounts Security Deed means the document constituting a first Security Interest by the Bareboat Charterer in each Operating Account in the agreed form.
Actual Purchase Price means the actual purchase price payable by the Buyer to the Seller on the Delivery Date in accordance with clause 5 of the MOA excluding, for the avoidance of doubt, the Initial Charter-hire.
Affiliate shall mean, in relation to any company or corporation, a Subsidiary of that company or corporation or a Holding Company of that company or corporation or any other Subsidiary of that Holding Company
Annual Financial Statements means audited consolidated annual financial statements for the Group as a whole
Approved Brokers has the meaning given to it in clause 41.3(c) of the Bareboat Charter
Approved Insurer s has the meaning given to it in clause 41.3(c) of the Bareboat Charter
Approved Valuer means any company specified in the Approved Valuer List or any other company with similar expertise and qualifications appointed jointly by the Seller and the Buyer or, as the case may be, the Owner and the Bareboat Charterer
Approved Valuer List means any of Fearnleys, Braemar ACM Ship Broking and Clarksons Platou
Assignment of Time Charter Documents means the first priority assignment of Golar Tundra’s rights and interest under each Acceptable Sub-Charter and each Acceptable Sub-Charter Guarantee in respect of the Vessel executed by the Bareboat Charterer in form and substance satisfactory to the Owner acting reasonably
Assignment of Warranties means the absolute assignment of all of Golar Tundra’s rights, title and interest in and to Article XIII of the Building Contract

2
US 4680313v.1


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
Bareboat Charter means the bareboat charter in respect of the Vessel dated on or about the date hereof and entered into between the Owner and the Bareboat Charterer
Bareboat Charter Documents means the Bareboat Charter and the Bareboat Charter Guarantees
Bareboat Charter Guarantee means each full, on-demand irrevocable and unconditional guarantee provided by each Guarantor in favour of the Owner, to guarantee the performance of the Bareboat Charterer under the Bareboat Charter and the MOA and Bareboat Charter Guarantees means both of them
Bareboat Charterer means Golar LNG NB13 Corporation
Builder means Samsung Heavy Industries Co. Ltd., Korea, a company incorporated under the laws of Korea, having its registered office at 34th floor, Samsung Insurance Seocho Tower, 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857
Builder’s Yard means any of the shipyards occupied or operated by the Builder or the Builder’s Affiliates in Korea.
Building Contract means the building contract dated 23 February 2012 (as amended) made between the Builder and Golar Tundra
Business Day means a day (other than Saturday or Sunday) on which banks are open for general business in Singapore, China and London and, if a payment in Dollars is to be made or would fall to be made by any person on that day, New York
Buyer means Sea 24 Leasing Co. Limited
Cancelling Date has the meaning given to that term in clause 4 of the MOA
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
(c)
any other instrument approved by the Owner

3
US 4680313v.1


Change of Control occurs if:
(a)
the Parent ceases to, on an aggregate basis, directly or indirectly control at least 70% equity interest in Golar Tundra; and
(b)
two or more persons acting in concert or any individual person (other than the parent):
(i)
acquires, legally and/or beneficially and either directly or indirectly, in excess of 50% of the issued share capital (or equivalent) of the Parent; or
(ii)
have the right or ability to control, either directly or indirectly, the affairs of the Parent (other than through the right or ability to appoint the majority of the board of directors (or equivalent) of the Parent or, following appointment, any continuing right or ability to exercise such control through the directors so appointed).
For the purposes of this definition, two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares in the Parent by any of them, either directly or indirectly to obtain or consolidate control of the Parent
Charged Property means all of the assets of the Obligors which from time to time are, or are expressed or evidenced to be, the subject of the Security Documents
Charter Documents means
(a)
the Bareboat Charter Documents and any other guarantee or security given to or issued for the benefit of the Owner by any person for the Bareboat Charterer’s obligations under them; and
(b)
any Acceptable Sub-Charter, any Acceptable Sub-Charter Guarantee and any other guarantee or security given to or issued for the benefit of the Bareboat Charterer by any person for the Acceptable Sub-Charterer’s obligations under them
and in each case, includes any other deed, document, agreement or instrument amending, varying or supplementing any of the foregoing documents or any of the terms and conditions thereof
Charter-hire means either • the Fixed Interest Charter—hire or • the aggregate amount of the Fixed Charter-hire and the Variable Charter-hire payable in accordance with Clause 39 of the Bareboat Charter
Charter-hire Payment Date means each of the dates falling at three (3) calendar month intervals from the Delivery Date and the first Charter-hire Payment Date falling on the Delivery Date provided that should any Charter-hire Payment Date fall on a day other than a Business Day, such Charter-hire Payment Date shall be brought forward to the immediately preceding Business Day

4
US 4680313v.1


Charter Period means the period of charter of the Vessel under the Bareboat Charter which shall commence from (and including) the Delivery Date and shall terminate on the date which falls one hundred and twenty (120) calendar months after the Delivery Date unless otherwise terminated in accordance with the terms of the Bareboat Charter
Charterer’s Default means a default by the Bareboat Charterer which may constitute a Termination Event within the meaning of clause 44 of the Bareboat Charter
Class or Classification means the classification or class notation specified in clause 2 of the MOA with the relevant Classification Society or another classification approved by the Buyer or the Owner as the classification for the Vessel
Classification Society means Det Norske Veritas or another classification society which is a member of the International Association of Classification Societies (IACS) or as requested by the Seller or the Bareboat Charterer and in each case approved by the Buyer or the Owner
CMBL means CMB Financing Leasing Co. Ltd.
Commercial Management Agreement means the management agreement dated 24 September 2013 between Golar Tundra and the Commercial Manager in respect of the commercial management of the Vessel
Commercial Manager means Golar Management Limited appointed by Golar Tundra to provide and oversee the commercial management of the Vessel in accordance with the scope of the Commercial Management Agreement but subject to the Commercial Manager providing a duly executed Manager’s Undertaking to the Owner
Common Terms Documents means together this Agreement, the Security Documents, the MOA and the Bareboat Charter Documents
Confidential Information means all information relating to an Obligor, the Group or the Transaction Documents of which Sea 24 Leasing Co. Limited and/or CMBL becomes aware in its capacity as, or for the purpose of becoming, the Buyer or the Owner or which is received by the Buyer or the Owner in relation to, or for the purpose of becoming the Buyer or the Owner under the relevant Transaction Documents from any member of the Group or any of its advisers 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 information that:
(a)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(b)
is known by Sea 24 Leasing Co. Limited before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the Buyer or the Owner after that date, from a source which is, as far as Sea 24 Leasing Co. Limited is aware, unconnected with the Group and which, in either case, as far

5
US 4680313v.1


as Sea 24 Leasing Co. Limited is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality
Consents means and includes consents, authorisations, licences, approvals, registrations with, declarations to or filings with, or waivers or exemptions from governmental or public bodies or regulatory authorities or courts
Consolidated Tangible Net Worth means, for the Group (on a consolidated basis), the total value of stockholders equity determined in accordance with GAAP as shown on the consolidated balance sheet contained in the most recent annual financial statements and quarterly financial statements of the Group delivered pursuant to clause 49(b) the Bareboat Charter.
Constitutional Documents means, in respect of an Obligor, such Obligor’s memorandum and articles of association, bye-laws or other constitutional documents including or referred to in any certificate relating to an Obligor delivered pursuant to the Bareboat Charter
Current Assets means, as at any date of determination, all of the short term assets of the Group determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts 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 Group (less the current portion of long-term debt, the current portion of long-term capital lease obligations and mark to market swap valuations) determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination
Delivery means the delivery of the Vessel:
(a)
in accordance with the terms of the MOA from the Seller to the Buyer; and
(b)
in accordance with the terms of the Bareboat Charter from the Owner to the Bareboat Charterer
Delivery Costs means the charges and costs for the registration of the title of the Vessel in the name of the Owner
Delivery Date means:
(a)
in respect of the MOA, the date on which Delivery actually occurs (calculated from 00:01 am of that date), estimated to be 24 November 2015, as evidenced by the relevant Protocol of Delivery and Acceptance, duly executed by the Seller and the Buyer under the MOA and the Owner and the Bareboat Charterer under the Bareboat Charter, such date to be no later than the Cancelling Date; and

6
US 4680313v.1


(b)
in respect of the Bareboat Charter, the date on which the Vessel is delivered by the Owner to the Bareboat Charter under the Bareboat Charter (calculated from 00:01 am of that date) as evidenced by the relevant Protocol of Delivery and Acceptance.
Demobilisation means all activities in relation to the transportation of the Vessel, personnel, equipment and supplies belonging to the Owner from the site where the Vessel is located including the disassembly of the Vessel from the other components of the FSRU facility and the removal and disconnection from the Vessel of any other marine facilities including but not limited to any pipelines, risers, flanges, cables, umbilicals, or any other related equipment or property not belonging to the Owner. Any Demobilisation is done at the risk, time and expense of the Bareboat Charterer
Dollars, USD, US Dollars, United States Dollars and US$ shall mean the lawful currency of the United States of America
Earnings means, in relation to the Vessel, all moneys whatsoever from time to time due or payable to the Bareboat Charterer during the Security Period arising out of the use or operation of the Vessel including (but without limiting the generality of the foregoing) under each Acceptable Sub-Charter, all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Bareboat Charterer in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel
EBITDA means earnings before interest, tax, depreciation and amortization
Encumbrance means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law
Environment means all or either of air and sea (including any living organism supported by such media)
Environmental Claim means any formal claim, notice, prosecution, demand, action, abatement or other order (conditional or otherwise) relating to Environmental Matters or in response to a Spill or any notification or order requiring compliance with the terms of any Environmental Licence or Environmental Law which may reasonably be expected to result in a liability for an Obligor in respect of such matters that exceeds an amount of $5,000,000
Environmental Incident means any Spill from the Vessel in circumstances where:
(a)
the Vessel or either Manager or the Bareboat Charterer is reasonably likely to be liable for Environmental Claims arising from the Spill; and/or

7
US 4680313v.1


(b)
the Vessel is or may reasonably be expected to be arrested or attached in connection with any such Environmental Claim
Environmental Law means all or any relevant law, statute, rule, regulation, treaty, by-law, code of practice, order, notice, demand, decision of the courts of any applicable jurisdiction or of any applicable governmental authority or agency or any other regulatory or other body in any applicable jurisdiction relating to Environmental Matters
Environmental Licence means any permit, licence, authorisation, consent or other approval required at any time by any relevant Environmental Law for the operation of Golar Tundra’s business or in order for Golar Tundra to comply with its respective obligations under the Transaction Documents
Environmental Matters means the pollution, conservation or protection of the Environment
Fair Market Value means either • an amount in Dollars which is the arithmetic average of the Valuations prepared by the Approved Valuers as evidenced by the Valuation Certificates or • if only one Valuation has been prepared by an Approved Valuer, the amount in Dollars of such Valuation as evidenced by the Valuation Certificate
Fee Letter means the letter dated on or around the date hereof entered into between the Owner and the Bareboat Charterer in relation to fees payable in respect of the Common Terms Documents.
Finance Documents means:
(a)
the Bareboat Charter Documents;
(b)
the Security Documents;
(c)
the Fee Letter; and
(d)
any other documents designated as such by the Owner and the Bareboat Charterer at any time
Financial Indebtedness means Indebtedness in respect of:
(a)
money borrowed and debit balances at banks or other financial institutions;
(b)
any debt instrument;
(c)
acceptance credit facilities;
(d)
receivables sold or discounted (other than any receivables to the extent they are old on a non-recourse basis);
(e)
deferred payments for assets or services acquired (but not ordinary trade credit);

8
US 4680313v.1


(f)
finance leases and hire purchase contracts;
(g)
a counter-indemnity in respect of a guarantee given by a financial institution;
(h)
any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value will be taken into account);
(i)
any other transaction having the commercial effect of a borrowing; and
(j)
guarantees of Indebtedness of any person falling within any of (a) to (i) above
Financial Statements means the audited financial statements of the Group for the period ended on the relevant Accounting Reference Date
First Charter-hire means the first instalment of Charter-hire payable on the first Charter-hire Payment Date
Fixed Charter-hire shall have the meaning given to it in Clause 39.1(a) of the Bareboat Charter
Fixed Interest-hire shall have the meaning given to it in Clause 39.1 of the Bareboat Charter
Flag State means the Marshall Islands, or such other flag state of the Vessel as may be agreed between the parties in accordance with the Bareboat Charter
Free Liquid Assets means cash or Cash Equivalents freely available for use by the relevant Guarantor and/or any other Group Member 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 any cash 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 CMBL as at any date of determination
FSRU means a LNG floating storage regasification unit
GAAP means, in relation to Golar Tundra and each Guarantor, generally accepted accounting principles and practices in the United States of America
General Assignment means a first priority assignment of the Earnings and Insurances in respect of the Vessel executed or to be executed by the Bareboat Charterer in favour of the Owner in the agreed form
GLNG means Golar LNG Limited, a company incorporated under the laws of Bermuda and whose registered office is at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton, HM 11, Bermuda

9
US 4680313v.1


Golar Eskimo means Golar Eskimo Corporation (incorporated in Republic of The Marshall Islands with registration number 60998) whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960
Golar Eskimo Transaction Documents means the “Transaction Documents” as defined in the Golar Eskimo Common Terms Agreement
Golar Eskimo Common Terms Agreement means the agreement dated 4 November 2015 between Golar Eskimo (in its capacities as seller and bareboat charterer) and Sea 23 Leasing Co. Limited (in its capacities as buyer and owner) in connection with the sale and leaseback financing of the Golar Eskimo Vessel
Golar Eskimo Vessel means the 160,000 cm 3 FSRU named “Golar Eskimo “ in the name of the Golar Eskimo
Golar Eskimo Termination Event means any “Termination Event” as defined in the Golar Eskimo Common Terms Agreement
Golar MLP means Golar LNG Partners L.P., a limited partnership formed under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, MH96960
Golar OpCo means Golar Partners Operating LLC
Golar Tundra means Golar LNG NB13 Corporation (incorporated in Republic of the Marshall Islands with registration number 53184) where registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MM96960
Group means the Guarantors, Golar Tundra and their respective Subsidiaries
Group Member means any other entity which is a part of the Group.
Group Structure Chart means the group structure chart in the form provided by the Bareboat Charterer to the Owner
Guarantors means Golar MLP and GLNG
Hire Calculation Period means, in relation to any Variable Charter-hire, the period of time commencing from the Delivery Date and ending on the date falling three (3) calendar months after the Delivery Date, and each period of three (3) months thereafter from the last day of the preceding Hire Calculation Period
Holding Company shall mean, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

10
US 4680313v.1


Incapacity means insolvency, liquidation, dissolution, winding up, administration, receivership, amalgamation, reconstruction of that entity (and, in the case of a partnership, includes the termination or change in the composition of the partnership)
Indebtedness means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent
Indemnified Person means:
(a)
Sea 24 Leasing Co. Limited; and
(b)
any Affiliate of Sea 24 Leasing Co. Limited
Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature
Initial Charter-hire means an amount in United States Dollars being 20% of the Purchase Price, which shall be deductible from the Purchase Price pursuant to Clause 5.1 of the MOA
Insolvency Event means:
(a)
Golar Tundra or any Guarantor becomes insolvent or unable to pay its debts;
(b)
Golar Tundra or any Guarantor is dissolved or enters into liquidation, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction other than England or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction; or any step is taken by any person with a view to any of those things;
(c)
Golar Tundra or any Guarantor ceases to carry on business, stops payment of its debts or any class of them or enters into any compromise or arrangement in respect of its debts or any class of them; or takes any step to do any of those things;
(d)
any judgment or order against Golar Tundra or any Guarantor is not stayed or complied with within 14 days;
(e)
any execution, distress, sequestration or other legal process is commenced against any of the assets of Golar Tundra or any Guarantor and is not discharged within 7 days; or
(f)
any steps are taken to enforce any security over any assets of Golar Tundra or any Guarantor
Inspection shall have the meaning given to it in Clause 4 of the MOA.

11
US 4680313v.1


Insurance Adviser means BankServe or any other reputable insurance consultant familiar with the market and with experience of assets of the same type to as the Vessel review the Insurances and the Finance Documents and to report to Sea 24 Leasing Co. Limited
Insurances means • any and all contracts and/or policies of insurance and any other contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of the Bareboat Charter, by or for the benefit of the Owner and/or the Mortgagee and/or the Bareboat Charterer (whether in the sole name of any of the foregoing, or in the joint names of all or some and/or either Manager or otherwise) in respect of the Vessel, her earnings or otherwise howsoever in connection therein; and • all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium
Insurance Notice in relation to the Insurances, a notice of assignment in the form scheduled to the General Assignment, each Manager’s Undertaking or in another approved form
Interbank Market means the London interbank market
Interest Rate means the aggregate annual rate of the Margin and three (3) months LIBOR
ISM Code means the International Safety Management Code for the Safe Operation of, Ships and for Pollution Prevention, as the same may be amended, supplemented or superseded from time to time (and the terms “safety management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings as are given to them in the ISM Code)
ISPS Code means the International Ship and Port Facility Security Code (as the same may be amended, supplemented or superseded from time to time and any regulations issued pursuant thereto)
Latest Accounts means the annual financial statements of the Group for the financial year ended 2014 delivered pursuant to the Bareboat Charter
Legal Reservations means:
(a)
the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
(b)
the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim;
(c)
similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

12
US 4680313v.1


(d)
any reservations as to matters of law referred to in the legal opinions to be delivered to the Owner under clause 60.1 of the Bareboat Charter
LIBOR means either:
(a)
the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for a period of 3 months and as displayed on the “LIBOR 01” or “LIBOR 02” page on the Thomson Reuters screen (or any replacement the Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of the Thomson Reuters at or about 11:00 a.m. (London time) on the Quotation Day; or
(b)
if, on the Quotation Day, no such rate appears is available under paragraph (a), LIBOR shall be the arithmetic mean (rounded up to the nearest five (5) decimal places) of the respective offered rates quoted by leading banks to Sea 24 Leasing Co. Limited in the London interbank market for deposits in Dollars in an amount comparable to such sum for such period at or about 11:00 a.m. (London time) (or such other period as may be required under the Bareboat Charter (with Sea 24 Leasing Co. Limited notifying the Bareboat Charterer of such requirement promptly after the execution of the Bareboat Charter)) on the Quotation Day
Loss Payable Clauses means the provisions concerning payment of claims under the Vessel’s Insurances in the form scheduled to the General Assignment and each Manager’s Undertaking or in another approved form
Losses means all losses, liabilities, costs, charges, expenses, damages, fees and outgoings of whatsoever nature (including, without limitation, Taxes)
Major Casualty means any casualty to the Vessel for which the total insurance claim, inclusive of any deductible exceeds the Major Casualty Amount
Major Casualty Amount means US$5,000,000 (or the equivalent in any other currency)
Management Agreement means the Commercial Management Agreement and/or the Technical Management Agreement
Managers means the Technical Manager and the Commercial Manager and Manager means either of them.
Manager’s Undertaking means an undertaking duly executed by a Manager in form and substance acceptable to Sea 24 Leasing Co. Limited acting reasonably
Margin means 3.85% per annum

13
US 4680313v.1


Material Adverse Effect means in the reasonable opinion of the Owner, a material adverse effect on:
(a)
the business, operations, property, condition (financial or otherwise) of the Bareboat Charterer or any Guarantor; or
(b)
the ability of an Obligor to perform all or any of its obligations under the Transaction Documents; or
(c)
the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any of the Finance Documents on the rights and remedies of Sea 24 Leasing Co. Limited under any of the Finance Documents.
MOA means the memorandum of agreement in respect of the Vessel entered into or to be entered into between the Seller and the Buyer in the agreed form
MLP means the transfer of all or any of the shares in Golar Tundra to Golar MLP and/or Golar OpCo in such proportions as Golar Tundra will notify the Owner
Mortgagee shall mean the person(s) to whom the Vessel is being mortgaged by the Owner (but with the prior approval of the Bareboat Charterer should such mortgagee be a direct market competitor of the Bareboat Charterer) and an international bank or other financial institution, having a rating of not less than BBB by Standard & Poor’s Rating Services or Baa by Moody’s Investor Service, Inc. or a controlled Affiliate of such international bank or such other financial institution
Net Debt 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, as evidenced by the consolidated balance sheet for the Group from time to time
Net Sale Proceeds shall have the meaning given to it in Clause 45.6 of the Bareboat Charter
Nominee shall have the meaning given to it in Clause 62 of the Bareboat Charter
Obligors means Golar Tundra, the Guarantors, the Shareholder, and each Manager
Operating Account means each account to be opened in the name of the Bareboat Charterer with Nordea Bank Finland, London Branch or a third party bank acceptable to the Owner which the Bareboat Charterer and the Owner agree shall be the Operating Account
Outstanding Capital Balance means an amount of the Purchase Price less the Initial Charter-hire as the same may from time to time be reduced by payments of Fixed Charter-hire or the capital element of the Fixed Interest Charter-hire (as applicable) or otherwise pursuant to the terms of the Bareboat Charter

14
US 4680313v.1


Owner means Sea 24 Leasing Co. Limited
Owner’s Account means the interest-bearing account denominated in Dollars opened or to be opened in the name of the Owner which includes any sub-accounts or replacement or time deposit thereof (if applicable) and/or any other account designated in writing by the Owner to be an Owner’s Account for the purposes of the Bareboat Charter
Owner’s Default means a default by the Owner under the Bareboat Charter which may prevent the Bareboat Charterer from having use of the Vessel
Owner’s Loan Agreement means any loan agreement or loan agreements entered into or to be entered into between Sea 24 Leasing Co. Limited and the Mortgagee
Parent means the ultimate parent company of Golar Tundra being, prior to the occurrence of an MLP, GLNG or, after the occurrence of an MLP, Golar MLP
Parties means in relation to a document the signatories to such document and a Party means each of them
Perfection Requirements means the paying, making or the procuring of the appropriate registrations, taxes, fees, filings, endorsements, notarisation, stampings, translations and/or notifications in respect of the Security Documents as specifically referred to in any Finance Document or in any legal opinion delivered to the Owner pursuant to the Bareboat Charter or in connection with the entry into any Finance Document
Permitted Amendment means any amendment to any Acceptable Sub-Charter or any Acceptable Sub-Charter Guarantee which relates to matters of a purely technical or operational nature and which would not (in the reasonable opinion of the Owner) be expected to:
(a)
result in a material structural alteration to the Vessel or affect the safety or structural integrity thereof; or
(b)
result in any change in the amount (by way of reduction) or calculation of the Time Charter Hire; or
(c)
result in any material change in the method or timing of payment of the Charter-hire or the Time Charter Hire; or
(d)
result in any material change in the method of the measurement of the performance of the Bareboat Charterer or the Acceptable Sub-Charterer and/or the Vessel; or
(e)
result in any change to the charter term under the Acceptable Sub-Charter, if the Acceptable Sub-Charter is for a term of five year or more, to less than five years; or
(f)
result in any change in the identity of the Acceptable Sub-Charter Guarantor; or

15
US 4680313v.1


(g)
result in any breach of any Obligor’s obligations under the Finance Documents; or
(h)
result in any change to any counterparty to a Charter Document.
provided always that any such amendment to any Acceptable Sub-Charter anticipated in accordance with this definition shall only be permitted if on or before the date of any such amendment, Sea 24 Leasing Co. Limited shall have received in respect of amendments which are in the Owner’s opinion sufficiently important to warrant such confirmation, on terms satisfactory to it, evidence that the Acceptable Sub-Charter Guarantor has reconfirmed its obligations under the Acceptable Sub-Charter Guarantee and that the Acceptable Sub-Charter Guarantee continues in full force and effect together with such legal opinions as may be reasonably required in connection therewith.
Permitted Encumbrances means Encumbrances:
(a)
created pursuant to the Finance Documents and any Encumbrance arising from the own acts or defaults or claims against the Owner personally for which the Owner would not be entitled to indemnification under the Bareboat Charter;
(b)
for Taxes either not yet assessed or, if assessed, not yet due and payable or being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such Encumbrance do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Vessel;
(c)
liens arising in the ordinary course of business by statute or by operation of law in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such lien do not involve any likelihood of the sale, forfeiture or loss of, or of any interest in, the Vessel;
(d)
arising out of claims, judgements or awards against the Bareboat Charterer which are being contested in good faith or which are subject to a pending appeal and for which there shall have been granted a stay of execution pending such appeal and for the payment of which adequate reserves have been provided;
(e)
Permitted Liens; or
(f)
otherwise approved in writing by Sea 24 Leasing Co. Limited
Permitted Liens means:
(a)
liens for unpaid Master’s and crew’s wages in accordance with usual maritime practice;
(b)
liens for salvage; and

16
US 4680313v.1


(c)
liens for Master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation and repair of the Vessel,
provided such liens do not secure any item which is more than thirty (30) Days overdue (unless the overdue amount is being contested in good faith by appropriate steps and, for the payment of which, adequate reserves have been made) and so long as the existence of any such proceedings or the continued existence of any such lien does not involve any likelihood of the sale, forfeiture or loss of, or any interest in, the Vessel;
Pollutant means any substance whose release into the environment is regulated or penalised by relevant Environmental Laws
Prohibited Payment means:
(a)
any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or a breach of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other applicable law of any Relevant Jurisdiction or England and Wales; or
(b)
any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997
Project means, the construction, financing, purchase and operation of the Vessel as contemplated by and in accordance with the Transaction Documents
Project Authorisations means all licences, permits, approvals, filings, registrations, exemptions, authorisations and consents (other than Environmental Licences) necessary in connection with the Transaction Documents and/or the Project
Project Documents means the Building Contract, the Charter Documents and the Management Agreements and any other document(s) designated as such by Sea 24 Leasing Co. Limited and Golar Tundra at any time and any deed, document agreement or instrument amending, varying, supplementing, ratifying, confirming, extending or renewing any of the foregoing documents or any of the terms and conditions thereof or consenting to the amendment or variation of the terms and conditions thereof
Protocol of Delivery and Acceptance means the protocol of delivery and acceptance evidencing delivery and acceptance of the Vessel duly executed by the parties thereto
(a)
under the MOA substantially in the form of Schedule 1 to the MOA; and
(b)
under the Bareboat Charter substantially in the form of Appendix I to the Bareboat Charter

17
US 4680313v.1


PRC means the People’s Republic of China
Purchase Obligation has the meaning given to it in Clause 49.4 of the Bareboat Charter
Purchase Obligation Price means an amount in United States Dollars equivalent to 37.5% of the Actual Purchase Price.
Purchase Option has the meaning given to it in Clause 50.1 of the Bareboat Charter
Purchase Option Date means the date falling on the third (3 rd ) anniversary of the Delivery Date and each of the dates falling at twelve (12) calendar months intervals thereafter, up to (and including) the expiry of the Charter Period; provided that should any Purchase Option Date fall on a date other than a Business Day, that Purchase Option Date shall be advanced to be the immediately preceding Business Day
Purchase Option Price means the price for exercising the Purchase Option, as set out in Appendix III to the Bareboat Charter
Purchase Price means the purchase price of the Vessel in accordance with Clause 3 of the MOA
Put Option shall have the meaning given to it in Clause 50.5 or 50.6 of the Bareboat Charter
Put Option Price shall have the meaning given to it in Clause 50.5 and 50.6 of the Bareboat Charter
Quiet Enjoyment Letters means:
(a)
the quiet enjoyment letter entered or to be entered into between the Owner, the Mortgagee and the Bareboat Charterer substantially in the form at Appendix IV to the Bareboat Charter or such other mutually agreeable terms as the parties may reasonably agree;
(b)
if applicable, any quiet enjoyment letter entered or to be entered into between any Nominee nominated by the Owner pursuant to Clause 62 of the Bareboat Charter, their mortgagee and the Bareboat Charterer substantially in the form at Appendix IV to the Bareboat Charter or such other mutually agreeable terms as the parties may reasonably agree;
(c)
the quiet enjoyment letter entered or to be entered into between the Owner and/or any Mortgagee (in relation to the Mortgagee, on a reasonable efforts only basis), the Bareboat Charterer and any Acceptable Sub-Charterer; and
(d)
if applicable, any quiet enjoyment letter entered or to be entered into between any Nominee nominated by the Owner and/or any Mortgagee (in relation to the Mortgagee, on a reasonable efforts only basis) pursuant to Clause 62 of the Bareboat Charter, the Bareboat Charterer and any Acceptable Sub-Charterer substantially in

18
US 4680313v.1


the form at Appendix IV to the Bareboat Charter or such other mutually agreeable terms as the parties may reasonably agree
and Quiet Enjoyment Letter means any of them.
Quotation Day means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the Interbank Market for currency, in which case the Quotation Day for that currency shall be determined by the Lender or the Owner in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days)
Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document
Redelivery means the redelivery of the Vessel by the Bareboat Charterer to the Owner following termination of the Bareboat Charter
Redelivery Date means the date on which Redelivery of the Vessel occurs
Registry means such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the Vessel and Golar Tundra’s title to the Vessel under the laws of its Flag State
Regulation means any present or future law, regulation, request, requirement or guideline of any authority, whether or not it has the force of law (but, if it does not, with which the entity concerned habitually complies)
Relevant Jurisdiction means in relation to a party:
(a)
its jurisdiction of incorporation;
(b)
any jurisdiction where any Charged Property owned by it is situated; and
(c)
any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it;
Requisition Compensation means any compensation paid or payable by a government entity for the requisition of title, confiscation or compulsory acquisition of the Vessel
Restricted Party means a person, entity or vessel:
(a)
that is listed on any Sanctions List or any other sanctions-related list of persons, vessels or entities published by or on behalf of the European Union, the member states of the European Union, the United States of America and any authority acting

19
US 4680313v.1


on behalf of them (in each case, whether designated by name or by reason of being included in a class of person, vessel or entity);
(b)
that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to comprehensive country-wide sanctions administered or enforced by the European Union, the member states of the European Union, the United States of America or any authority acting on behalf of any of them and which attach legal effect to being domiciled, registered as located in, having its main place of business in, and/or being incorporate under the laws of such country; or
(c)
that is directly or indirectly owned or controlled by a person referred to in paragraph(s) (a) and/or (b) above
Sanctions Authority means the European Union, the member states of the European Union and the United States of America and any authority acting on behalf of any of them in connection with Sanctions Laws
Sanctions Laws means any economic or financial sanctions laws and/or any regulations, trade embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority which are applicable to any and all Relevant Parties
Sanctions List means any list of persons, vessels or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority
Sea 24 Leasing Co. Limited means Sea 24 Leasing Co. Limited
Secured Obligations means any and all obligations and liabilities (whether actual or contingent, whether as principal, surety or otherwise, whether now existing or hereafter arising, whether or not for the payment of money, and including, without limitation, any obligation or liability to pay damages) of the Bareboat Charterer under the Bareboat Charter
Security Documents means the following:
(a)
Share Security;
(b)
Bareboat Charter Guarantees;
(c)
Subordination Deed (if applicable);
(d)
Manager’s Undertakings;
(e)
General Assignment;
(f)
Assignment of Time Charter Documents;
(g)
Accounts Security Deed;

20
US 4680313v.1


(h)
Quiet Enjoyment Letters;
(i)
Vessel Buy Back Agreement; and
(j)
any other document designated a “Security Document” by the Parties to the Bareboat Charter
Security Interest means:
(a)
any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind in any jurisdiction;
(b)
any proprietary interest over an asset, or any contractual arrangement in relation to an asset, in each case created in relation to Financial Indebtedness and which has the same commercial effect as if security had been created over it; and
(c)
any right of set-off created by agreement
Security Period means the period commencing on the Delivery Date and continuing for as long as any moneys are owing actually or contingently under the Bareboat Charter and the Security Documents
Seller means Golar Tundra
Shareholder means GLNG
Shareholder Funding means any amount by way of Shareholder Loan provided by the Shareholder to Golar Tundra pursuant to a Shareholder Loan Agreement (and which shall be subordinated in all respects to all amounts owing to the Owner under the Finance Documents by a Subordination Deed or otherwise on terms acceptable to the Owner)
Shareholder Loan means any loan made or to be made by the Shareholder to Golar Tundra pursuant to a Shareholder Loan Agreement
Shareholder Loan Agreement means any shareholder loan agreement made or to be made between the Shareholder and Golar Tundra for the provision of a Shareholder Loan
Share Security means the document constituting a first Security Interest by the Shareholder, or, after the occurrence of an MLP, Golar OpCo and/or Golar MLP (as relevant) in favour of the Owner in the agreed form in respect of its shares in Golar Tundra
Spill means any actual spill, release or discharge of a Pollutant into the Environment
Subordination Deed means any deed of subordination in the agreed form executed or, as the context may require, to be executed by, amongst others, the Shareholder in favour of the Owner

21
US 4680313v.1


Subsidiary means in relation to any company or corporation, a company or corporation:
(a)
which is controlled, directly or indirectly, by the first mentioned company or corporation;
(b)
more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or
(c)
which is a Subsidiary of another Subsidiary of the first mentioned company or corporation
Tax means all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with any related interest and penalties (and “Taxes” and “Taxation” is construed accordingly)
Technical Management Agreement means the management agreement dated 21 June 2010 between the Technical Manager and the Commercial Manager in respect of technical management of the Vessel in the agreed form
Technical Manager means Golar Wilhelmsen Management AS appointed by Golar Tundra to provide and oversee the technical management of the Vessel in accordance with the scope of the Technical Management Agreement but subject to the Technical Manager providing a duly executed Manager’s Undertaking to the Owner
Termination Date means the date on which the Bareboat Charter is terminated pursuant to, and in accordance with, clause 44.1 of the Bareboat Charter
Termination Event means any of the events or circumstances described in clause 44 (Termination Events) of the Bareboat Charter
Termination Sum means the Owner’s actual and proven losses directly incurred as a result of any early termination of the Bareboat Charter as a result of a Termination Event in clause 44 of the Bareboat Charter which is continuing and which is to be calculated as being the aggregate of:
(a)
the full amount of the Outstanding Capital Balance;
(b)
all Variable Charter-hire, if any, due and payable but unpaid under the Bareboat Charter up to and including the Termination Date together with interest (as stipulated in Clause 39.6 of the Bareboat Charter) accrued thereon from the due date therefor to the Termination Date;
(c)
any default interest payable pursuant to Clause 39.6 of the Bareboat Charter being agreed by the Parties to be a genuine pre-estimate of the loss suffered by the Owner as a result of the termination and therefore not a penalty;

22
US 4680313v.1


(d)
any sums (other than Charter-hire) due and payable but unpaid under the Bareboat Charter together with interest accrued thereon up to and including the Termination Date; and
(e)
any and all Losses (including but not limited to reasonable legal and advisory fees or terminating any USD interest rate swaps (if any) incurred by the Owner as a result of its entering into the Bareboat Charter and the other Finance Documents and including without prejudice to the generality of the foregoing, all Losses incurred or suffered by the Owner in liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures).
Time Charter Hire means hire payable in accordance with the terms of an Acceptable Sub-Charter.
Time Charterer’s Default means a default under a Time Charter by the Time Charterer which in the reasonable opinion of Sea 24 Leasing Co. Limited is likely to affect the Bareboat Charter
Total Loss means in relation to the Vessel, its:
(a)
actual, constructive, compromised or arranged total loss; or
(b)
requisition for title, confiscation, expropriation, nationalisation, seizure or other compulsory acquisition by a government entity; or
(c)
hijacking, theft, condemnation, capture, seizure, arrest or detention for more than 90 days
Total Loss Date means in relation to the Total Loss of the Vessel:
(a)
in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;
(b)
in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:
(c)
the date notice of abandonment of the vessel is given to its insurers by Golar Tundra or Sea 24 Leasing Co. Limited; or
(d)
if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or
(e)
the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the relevant insurers;

23
US 4680313v.1


(f)
in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and
(g)
in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 90 days after the date upon which it happened
Total Loss Repayment Date means where the Vessel has become a Total Loss, the earlier of:
(a)
the date 180 days after its Total Loss Date; and
(b)
the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity
Transaction Documents means the Finance Documents, the MOA, the Project Documents and any other documents designated as such by the Owner and the Bareboat Charterer
Valuation means a desk top, charter free’ valuation prepared by an Approved Valuer in respect of the Vessel
Valuation Certificate means a certificate issued by an Approved Valuer to the Buyer or Owner (as the case may be) in respect of the Valuation
Variable Charter-hire shall have the meaning given to it in Clause 39.1(b) of the Bareboat Charter
Vessel means the 170,000 m 3 FSRU (Samsung Hull No. 2056) named or to be named “GOLAR TUNDRA”
Vessel Buy Back Agreement means the vessel buyback agreement to be entered into between the Owner and the Bareboat Charterer in the form appended to the Bareboat Charter as Appendix II
Vessel Construction Price means US$285,000,000
1.2
Interpretation
In each of the Common Terms Documents and the other Finance Documents:
(a)
the table of contents, the summary and the headings are inserted for convenience only and do not affect the interpretation of the relevant Common Terms Document or other Finance Document;
(b)
references to clauses and schedules are to clauses of, and schedules to, the relevant Common Terms Document or other Finance Document;

24
US 4680313v.1


(c)
references to a person include an individual, firm, company, corporation, unincorporated body of persons, any government entity, any government entity, state or agency of that state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
(d)
references to any person include its successors in title, permitted assignees and permitted transferees;
(e)
words importing the plural include the singular and vice versa;
(f)
references to a time of day are to Shanghai time, using the 24 hour clock (unless the context otherwise requires);
(g)
references to any enactment include that enactment as re-enacted; and, if an enactment is amended, any provision of any Common Terms Document or other Finance Document which refers to that enactment will be amended in such manner as the Buyer or the Owner (as relevant) after consultation with the Seller or the Bareboat Charterer (as relevant determines to be necessary in order to preserve the intended effect of the relevant Common Terms Document or other Finance Document.;
(h)
references to a provision of law or regulation shall be a reference to that provision as amended, supplemented, replaced or re-enacted;
(i)
assets includes present and future properties, assets, intellectual property rights, real property, personal property, rights, revenues, uncalled capital and any rights to receive, or require delivery of, or exercise direct control over any of the foregoing;
(j)
references to a Common Terms Document or other Finance Document or any other agreement or instrument is a reference to that Common Terms Document or other Finance Document or other agreement or instrument as it may from time to time be amended, re-stated, novated, however fundamentally;
(k)
an obligation means any duty, obligation or liability of any kind;
(l)
a term including shall be construed as meaning including without limitation;
(m)
approved means, as the case may be, approved in writing by the Owner (on such conditions as the Owner may impose) and approval and approve shall be construed accordingly;
(n)
an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

25
US 4680313v.1


(o)
control of an entity means:
(i)
the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:-
(ii)
cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or
(iii)
appoint or remove all, or the majority, of all directors or other equivalent officers of that entity; or
(iv)
give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or
(v)
the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);
and controlled shall be construed accordingly;
(p)
the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;
(q)
the equivalent of an amount specified in a particular currency (the specified currency amount ) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by Sea 24 Leasing Co. Limited (with the relevant exchange rate of any such purchase being CMBL’s spot rate of exchange);
(r)
a government entity means any government, state or agency of state;
(s)
a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(t)
indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present, future actual or contingent;

26
US 4680313v.1


(u)
month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
(i)
if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and
(ii)
if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month and the above rules in paragraphs (i) and (ii) will only apply to the last month of any period;
(v)
a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel Ill Regulation;
(w)
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;
(x)
(%4) the liquidation, winding up, dissolution, or administration of person or (%4)  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;
(y)
a provision of law is a reference to that provision as amended or re-enacted; and
(z)
in an agreed form means:
(i)
where a document has already been executed, such document in its executed form; and
(ii)
prior to the execution of a document, the form of such document agreed in writing between Sea 24 Leasing Co. Limited and Golar Tundra is the form in which that document is to be executed.
2
Notices

27
US 4680313v.1


2.1
Any notice or other communication to a party to the Transaction Documents must be in writing. It must be addressed for the attention of such person, and sent to such address, fax number or email address as that party may from time to time notify to the other parties.
2.2
It shall be deemed to have been received by the relevant party on receipt at that address.
2.3
The initial administrative details of the parties are contained in the Schedule, but a party may amend its own details at any time by notice to the other parties.
3
English Translations
3.1
Any notice given under or in connection with the Transaction Documents must be in English.
3.2
Where any other document provided to the Owner under the terms of the Transaction Documents is not in English, that document must be accompanied by an English translation, certified to be an accurate translation of the original.
3.3
The English translation will prevail over the original document unless that document is a constitutional, statutory or other official document.
4
Partial Invalidity
If, at any time, any provision of this Agreement 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 in any other respect or under the law of any other jurisdiction will be affected or impaired in any way.
5
Confidentiality
Sea 24 Leasing Co. Limited agrees to keep all Confidential Information confidential and not to disclose it to anyone, save by Sea 24 Leasing Co. Limited to the extent permitted by clause 58 ( Confidentiality ) of the Bareboat Charter, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
6
Counterparts
Each Transaction 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 Transaction Document.
7
Law and Jurisdiction

28
US 4680313v.1


7.1
This Agreement and any non-contractual obligations connected with it are governed by and shall be construed in accordance with English law.
7.2
The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute ).
7.3
The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and, accordingly, that they shall not argue to the contrary.
7.4
Clauses 7.2 and 7.3 are for the benefit of the Buyer and the Owner only. As a result, the Buyer and the Owner shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyer and the Owner may take concurrent proceedings in any number of jurisdictions
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.



29
US 4680313v.1




Administrative Details
Party
Address
Fax Number
Attention
Seller / Bareboat Charterer
c/o Golar Management Ltd, 13th Floor, 1 America Square, 17 Crosswall, London EC3N 2LB, United Kingdom
44 0207 063 7901
Mr. Brian Tienzo
Buyer / Owner
c/o CMB Financial Leasing Co. Ltd 21F, China Merchants Bank Building, No. 1088, Lujiazui Ring Road, Shanghai, China 200120
86 21 6105 9992
Ms. Lu Chang
Guarantors
c/o Golar Management Ltd, 13th Floor, 1 America Square, 17 Crosswall, London EC3N 2LB, United Kingdom
44 0207 063 7901
Mr. Brian Tienzo



30
US 4680313v.1



SIGNATURE PAGES
SELLER
SIGNED by PERNILLE NORAAS    )    /s/ Pernille Noraas
For and on behalf of    )
GOLAR LNG NB13 CORPORATION     )
In the presence of ELIZABETH LORD    ) /s/ Elizabeth Lord
BAREBOAT CHARTERER
SIGNED by PERNILLE NORAAS    ) /s/ Pernille Noraas
For and on behalf of    )
GOLAR LNG NB13 CORPORATION     )
In the presence of ELIZABETH LORD    ) /s/ Elizabeth Lord
GUARANTOR
SIGNED by PERNILLE NORAAS    ) /s/ Pernille Noraas
For and on behalf of GOLAR LNG     )
PARTNERS LP
)
In the presence of ELIZABETH LORD
    ) /s/ Elizabeth Lord

31
US 4680313v.1



GUARANTOR
SIGNED by PERNILLE NORAAS    ) /s/ Pernille Noraas
For and on behalf of GOLAR LNG LIMITED     )
In the presence of ELIZABETH LORD    ) /s/ Elizabeth Lord
)
BUYER
SIGNED by Zhou Ling    ) /s/ ZHOU LING
For and on behalf of    )
SEA 24 LEASING CO. LIMITED     )
In the presence of    )
OWNER
SIGNED by Zhou Ling    ) /s/ ZHOU LING
For and on behalf of    )
SEA 24 LEASING CO, LIMITED     )
In the presence of    )

32
US 4680313v.1
 

Confidential     Execution Version

 
Dated 19 November 2015                            
 
 
GOLAR LNG NB13 CORPORATION
as Seller

SEA 24 LEASING CO. LIMITED
as Buyer

 
Memorandum of Agreement



 
MEMORANDUMOFAGREEMENT_IMAGE1.GIF





 

Contents
Clause        Page
1 Definitions     1
2 Sale of the Vessel     1
3 Purchase Price     2
4 Buyer's Obligation to Take Delivery     2
5 Payment of the Purchase Price     3
6 Time and place of Delivery and notices     3
7 Spares, bunkers and other items     4
8 Documentation     4
9 Encumbrances     6
10 Taxes, fees and expenses     6
11 Condition on Delivery     6
12 Name/markings     7
13 Buyer's default     7
14 Seller's default     7
15 Assignments     7
16 Representations and warranties     7
17 Severability of provisions     7




 

18 Counterparts     8
19 Third Party rights     8
20 Law and Jurisdiction     8
21 Notices     8
22 Entire Agreement     8

Schedule 1 Form of Protocol of Delivery and Acceptance 10



This memorandum of agreement (this “ MOA ”) is made on the 19 th day of November 2015
BETWEEN
(1)
Sea 24 Leasing Co. Limited, a company incorporated in Hong Kong with its registered office at Room 1803-4, 18/F, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong in its capacity as Buyer; and
(2)
Golar LNG NB13 Corporation (Reg. No. 53184), a company incorporated in Republic of The Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 in its capacity as Seller).
BACKGROUND
(A)
Golar LNG NB13 Corporation in each of its separate capacities as Seller and Bareboat Charterer, Golar LNG Partners LP and Golar LNG Limited as Guarantors, and Sea 24 Leasing Co. Limited in each of its separate capacities as Buyer and Owner have entered into a Common Terms Agreement dated 19 November 2015 setting out the defined terms in respect of the transaction.
(B)
The Seller and the Builder have entered into the Building Contract pursuant to which the vessel m.v. “Golar Tundra” (“ Vessel ”) is being constructed.
(C)
The construction works in respect of the Vessel are due to be completed on or before the Cancelling Date.
(D)
The Seller has now agreed to transfer and sell the Vessel to the Buyer and the Buyer has agreed to purchase and take delivery of the Vessel from the Seller in accordance with this MOA.
(E)
Upon the Buyer taking delivery of the Vessel under this MOA, the Buyer will charter the Vessel to the Bareboat Charterer in accordance with the Bareboat Charter.
1
Definitions
1.1
Terms and conditions defined in the Common Terms Agreement shall have the same meaning when used in this MOA, including the Recitals hereto, unless otherwise defined herein.
1.2
Unless a contrary indication appears, in the event of any conflict or inconsistency between any provision of this MOA and any provision of the Bareboat Charter, the provisions of the Bareboat Charter shall prevail.
2
Sale of the Vessel
2.1
The Seller hereby agrees to sell to the Buyer and the Buyer hereby agrees to buy from the Seller the Vessel described below pursuant to the terms and conditions of this MOA:
Name of vessel: “Golar Tundra”
IMO Number: 9655808
Classification Society: DET NORSKE VERITAS
Class notation: Gas Carrier
Year of build: 2015
Builder: Samsung Heavy Industries Co. Ltd.
Flag: Marshall Islands
Place of registration: Majuro
2.2
The Vessel will be deemed delivered under the Bareboat Charter immediately upon delivery under this MOA.
2.3
The Vessel will on the Delivery Date be delivered by the Seller to the Buyer. Subject to compliance with the conditions in Clause 4 of this MOA, on the Delivery Date the Buyer shall accept and take delivery of the Vessel from the Seller, and the Vessel shall be deemed to be delivered under the Bareboat Charter by the Buyer to the Bareboat Charterer.
3
Purchase Price
3.1
The Purchase Price shall be the lower of (a) the price for the purchase of the Vessel under the Building Contract (subject to such deductions and/or reductions thereafter) and (b) the Fair Market Value.
3.2
The Seller shall appoint two (2) Approved Valuers from the Approved Valuers List to each carry out a Valuation of the Vessel. The Approved Valuers shall each provide the Buyer and the Seller with a Valuation Certificate not more than thirty (30) days before the Delivery Date. The Fair Market Value shall be the average of the Valuations set out in the two (2) Valuation Certificates.
3.3
The reasonable costs of providing such Valuation Certificates by the Approved Valuers shall be for the Seller's account.
4
Buyer's Obligation to Take Delivery
The Buyer shall on the Delivery Date be obliged to take Delivery of the Vessel from the Seller and pay the Purchase Price (as calculated in accordance with Clause 3) in accordance with Clause 5.1 subject to the following conditions being met on or before 31 December 2015 or such later date as may be agreed between the Buyer and the Seller (the Cancelling Date ”):
(a)
the Buyer has carried out a physical inspection (“ Inspection ”) of the Vessel, and declared in writing to the Seller that the Vessel is acceptable and ready for delivery, and with all Class certificates clean and valid;
(b)
Clause 11 of the MOA regarding the Vessel's condition on Delivery has been complied with;
(c)
the Bareboat Charter and each Bareboat Charter Guarantee have been duly executed and the Bareboat Charterer has confirmed in writing to the Owner that it will accept the Vessel and will take delivery of the same under the Bareboat Charter;
(d)
the Seller has procured from the Builder, a builder’s certificate duly executed and delivered in form and substance satisfactory to the Buyer;
(e)
the receipt by the Buyer of all Finance Documents, duly executed and delivered in form and substance satisfactory to the Buyer;
(f)
the receipt by the Buyer of all documents and evidence set out in Clause 8 of this MOA; and
(g)
the Seller's confirmation in writing that Clause 9 of this MOA has been complied with.
5
Payment of the Purchase Price
5.1
Upon all conditions set out in Clause 4 being satisfied and complied with, the Buyer shall on the Delivery Date pay to the Seller the Actual Purchase Price in an amount based on the following formula: AP = P less I.
(a)
AP stands for the actual purchase price payable by the Buyer to the Seller on the Delivery Date.
(b)
P stands for the Purchase Price.
(c)
I stands for the Initial Charter-hire.
5.2
The Parties agree that the Initial Charter-hire shall be deemed to be paid by way of set-off by the Bareboat Charterer to the Owner on the Delivery Date.
5.3
No later than one (1) Business Day prior to the Delivery Date, the Buyer shall transfer the Actual Purchase Price in Dollars by way of a conditional payment orders to:
(a)
the nominated bank account of the Builder; and
(b)
the Seller’s Operating Account,
both as notified by the Seller to the Buyer in writing no later than ten (10) Business Days in advance provided that release of the Actual Purchase Price to the Builder and the Seller will be subject to presentation to the Builder’s bank of a duly executed protocol of delivery and acceptance of the Vessel under the Building Contract signed on behalf of the Builder and the Seller and counter-signed on behalf of the Buyer.
Failure to provide the Builder’s bank with a duly executed protocol of delivery and acceptance of the Vessel under the Building Contract signed on behalf of the Builder and the Seller and counter-signed on behalf of the Buyer within ten (10) Business Days of the date scheduled for delivery in accordance with the Building Contract shall result in a return of the Actual Purchase Price to the Buyer. Any charge from the Buyer's bank and/or Seller’s bank, including intermediate bank(s), if any, incurred for remitting the Actual Purchase Price shall be for the Buyer's account and any charge from the Builder's bank and/or the Seller’s bank, including intermediate bank(s), if any, incurred in receiving the Actual Purchase Price shall be for the Seller's account.
6
Time and place of Delivery and notices
6.1
The Seller shall keep the Buyer reasonably well informed of the progress of the construction and the Vessel’s itinerary.
6.2
If none of the circumstances set out in Clause 6.3 below have occurred, the Vessel shall be delivered and taken over safely afloat at the Project Site on the Delivery Date as follows:
(c)
subject to the conditions in Clause 4 being satisfied, the Vessel shall be delivered by the Seller to the Buyer at the Builder’s yard on the date scheduled for delivery between the Builder and the Seller pursuant to the Building Contract at any time prior to the Cancelling Date; and
(d)
upon Delivery of the Vessel to the Buyer under this MOA, the Vessel shall be deemed delivered by the Buyers to the Bareboat Charterer under the Bareboat Charter.
6.3
If the Vessel becomes an actual, constructive or compromised total loss before Delivery and/or before the provisions of Clause 8 (Documentation) have been satisfied by the Seller, this MOA and the Bareboat Charter shall become null and void.
7
Spares, bunkers, warranties and other items
7.1
The Seller shall deliver the Vessel to the Buyer "as is, where is" and with everything belonging to her on board and on shore in accordance with the terms of the Building Contract and this MOA. All spare parts and spare equipment including spare propeller(s)/propeller blade(s), spare anchor, if any, belonging to the Vessel at the time of delivery used or unused, whether on board or not shall become the Buyer's property on delivery. The radio installation and navigational equipment shall be included in the sale, along with all unused stores and provisions without extra payment.
7.2
Upon delivery of the Vessel from the Seller to the Buyer, all unused bunkers, lubricants/lubricating oil, grease, fuel oil or other liquids, and consumables shall be deemed to be taken over and be paid for by the Bareboat Charterer. No payment shall be made by the Buyer to the Seller for such unused bunkers, lubricants/lubricating oil, grease, fuel oil or other liquids, and consumables on board the Vessel on the Delivery Date. The Seller shall provide the original payment receipt on the Delivery Date to show that they have paid for such unused bunkers, lubricants/lubricating oil, grease, fuel oil or other liquids, and consumables.
7.3
The Seller will provide the Buyer with an Assignment of Warranties upon Delivery to be notified to and acknowledged by the Builder.
8
Documentation
The place of closing is in Korea.
(a)
In exchange for release and payment of the Purchase Price as detailed in Clause 5 above and as a condition precedent to Delivery in Clause 4 above, the Seller shall furnish the Buyer with delivery documents as follows:-
(i)
one original bill of sale in a form recordable in the Flag State, transferring the title of the Vessel from the Seller to the Buyer and warranting that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Flag State;
(ii)
confirmation of Class issued on the day of Delivery confirming that the Vessel is in Class and free of condition/recommendation;
(iii)
a certified true copy of the constitutional documents of the Seller;
(iv)
certified copy of a good standing certificate of the Seller dated not later than three (3) Business Days prior to Delivery;
(v)
minutes of a Meeting of the Shareholders and Board of Directors of the Seller approving the sale of the Vessel to the Buyers, authorising the execution of the Bill of Sale, Protocol of Delivery and Acceptance and any other documents required to effect the sale and transfer of the Vessel to the Buyer and the granting of a Power of Attorney in respect of the same;
(vi)
an original Power of Attorney duly executed by the Seller appointing and authorising one or more Attorney(s)-in-Fact, inter alia, to act on behalf of the Seller to execute, sign and deliver the MOA, Bill of Sale, Protocol of Delivery and Acceptance and delivery of the Vessel to the Buyer, duly notarially attested and legalised or apostilled (as reasonably required);
(vii)
a certificate signed by the Company Secretary of the Seller certifying the identity of the current directors of the Seller;
(viii)
an original commercial invoice stating the main particulars of the Vessel and the Purchase Price signed by the Seller;
(ix)
all documents to be delivered at delivery in accordance with Article IV (h) of the Building Contract upon delivery by the Builder to the Seller, including, (i) a declaration of warranty of freedom from liens and claims, (ii) an original notarised and legalised bill of sale, (iii) protocols of trials, inventory and consumables, (iv) all certificates and statements of facts, including a builder’s certificate, (v) an original commercial invoice and (vi) drawings and plans;
(x)
an original protocol of delivery and acceptance signed by the Builder and the Seller confirming the date and time of delivery of the Vessel;
(xi)
a copy of each of the following documents duly executed by the relevant parties to the documents as follows: (A) the Bareboat Charter and (B) each Bareboat Charter Guarantee;
(xii)
Valuation Certificates prepared by the Approved Valuers which are required to determine the Purchase Price in accordance with Clause 3;
(xiii)
evidence reasonably satisfactory to the Buyer that the conditions precedent under the Bareboat Charter have been or will be met on Delivery;
(xiv)
evidence that all fees, costs and expenses due under this MOA, the Fee Letter and each Transaction Document have been paid by the Seller;
(xv)
the Assignment of Warranties;
(xvi)
a certificate from the Seller confirming that the Vessel is free and clear of any liens, charges, debts, claims or other encumbrances arising in favour of any of the parties to the Project Documents (other than the Acceptable Sub-Charter and the Acceptable Sub-Charter Guarantee) or such parties’ sub-contractors and employees (other than a Permitted Encumbrance); and
(xvii)
any such additional documents as may reasonably be required by the competent authorities of the Flag State for the purpose of registering the Vessel.
(b)
At the time of Delivery, the Buyer shall provide the Seller with such evidence of authority of the person signing the protocol of delivery and acceptance of the Vessel under the Building Contract between the Builder and the Seller as the Buyer will receive from the Builder.
(c)
If at the time of delivery of the Vessel the Classification Society or any other party has not issued the final certificates, then the Buyer will accept temporary certificates. The Seller shall arrange for such temporary certificates to be replaced with the permanent ones as soon as practical but in no event later than the time when the temporary certificates expire, and also provide the Buyer with a letter of undertaking to provide these certificates.
(d)
If any of the documents listed in sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator.
(e)
The Buyer and Seller shall at the time of Delivery sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to the Buyer.
(f)
At the time of the physical delivery on board the Vessel, and concurrent with the exchange of documents in sub-clause (a) and sub-clause (b) above, the Seller shall hand to the Buyer the Classification certificate(s), plans, drawings, record books and manuals (excluding ISM/ISPS manuals), which are on board the Vessel (if any available in addition to those provided under Clause 10 (a) (ix) above). All other documents and certificates which are on board and pertinent to the Vessel (if any) shall also be handed over to the Buyer unless the Seller is required to retain the same, in which case the Buyer has the right to take copies and leave the photocopies on board the Vessel. All other documents and technical documentation (if any) which may be in the Seller's possession shall following Delivery be forwarded to the Buyer after Delivery if they so request with reasonable forwarding charges, if any, to be for the Buyer's account. The Seller may keep the Vessel's log books but the Buyer has the right to take copies of the same. In instances where documents are to remain on the Vessel at all times the Buyer is permitted to take copies on board the Vessel at their own cost.
9
Encumbrances
It is a condition of the MOA, any breach of which will entitle the Buyer to reject the Vessel, that the Vessel, at the time of delivery, is free from all encumbrances, charters (other than the Bareboat Charter and any Acceptable Sub-Charter), mortgages, maritime liens, writs, port state and other administrative detentions, stowaway, trading commitments or any other debts whatsoever. The Seller hereby undertakes to indemnify the Buyer against all consequences of any claims made against the Buyer that may arise due to claims against the Vessel originating prior to Delivery of the Vessel to the Buyer.
10
Taxes, fees and expenses
Any taxes, fees and expenses in connection with the purchase and registration of the Vessel under the Flag State shall be for the Seller's account.
11
Condition on Delivery
11.1
The Vessel shall be delivered to the Buyer in accordance with the specifications set out in the Building Contract and classed in accordance with the specifications in the Building Contract and this MOA. The Vessel shall be delivered to the Buyer with her Class maintained without condition/recommendation and free from any damage affecting class and classification certificates as at the Delivery Date.
11.2
Following the execution of the MOA, the Seller shall not agree to any material modification or changes to the specifications set out in the Building Contract and the MOA without the Buyer's prior written consent (such consent not to be unreasonably withheld or delayed) save for Permitted Amendments.
11.3
The Seller shall notify the Buyer upon immediately becoming aware of any material dispute with the Builder arising out of or in relation to the Building Contract. The Seller shall also notify the Buyer within ten (10) Business Days of becoming aware that the Seller or the Builder is entitled to terminate the Building Contract. A dispute is considered material if when it is adversely determined, might have a Material Adverse Effect.
11.4
The Seller shall not terminate the Building Contract or enter into mitigation or dispute resolution procedures regarding a material dispute with the Builder unless approved by the Buyer (such consent not to be unreasonably withheld or delayed) and shall do so if instructed by the Buyer (acting reasonably). If the Seller enters into mitigation or dispute resolution procedures with the Builder without the Buyer's consent in breach of this Clause 11.4, the Buyer shall be entitled (but not obliged to) cancel this MOA.
12
Additional Rights of Inspection
The Seller shall make available for Buyer's review all relevant and material correspondence, notices and other documents related to technical (as opposed to commercial) matters and shall provide copies of the same upon request, the costs of such request to be for the Seller's account.
13
Name/markings
The Vessel's name will remain unchanged.




 

14
Buyer's default
If the Buyer fails to pay the Actual Purchase Price in accordance with Clause 5 ( Payment of Purchase Price ), the Seller shall have the right to cancel this MOA.
15
Seller's default
15.1
The Buyer shall be entitled to cancel this MOA in the event that by the Cancelling Date:-
(a)
the Seller fails to deliver the Vessel; or
(b)
the Seller fails to meet the conditions in Clause 4 and/or to provide the documents in Clause 8 for the purposes of Delivery in Clause 6 of this MOA.
15.2
In the event the Seller fails to deliver the Vessel as referred to in Clause 15.1, it shall compensate the Buyer for its direct losses and for all reasonable expenses together with interest whether or not the Buyer cancels this MOA provided that the Buyer shall not be entitled to compensation if such losses or expenses arose out of gross negligence or wilful misconduct of the Buyer.
16
Assignments
No Party to this MOA shall be entitled to assign its rights or transfer any of its rights and/or obligations under this MOA without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).
17
Representations and warranties
17.1
Each Party to this MOA represents and warrants to the other Party to this MOA that:
(a)
It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has power to carry on its business as it is now being conducted and to own its property and other assets; and
(b)
Subject to any Legal Reservations, it has full power, capacity and authority to execute, deliver and perform its obligations under this MOA and all necessary corporate, shareholder and other actions have been taken to authorise the execution, delivery and performance of the same and this MOA constitutes its valid and legally binding obligations.
17.2
On the Delivery Date, each of the Parties to this MOA shall be deemed to repeat the respective representations and warranties in Clause 17.1 as if made with reference to the facts and circumstances existing on such date and such representations and warranties, and the respective rights of the Parties hereunder, shall survive the execution of this MOA and the payment of the Actual Purchase Price.
18
Severability of provisions
If any provision of this MOA is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this MOA.
19
Counterparts
This MOA may be executed in any number of counterparts, all of which, taken together shall constitute one and the same agreement and each Party may enter into this MOA by executing a counterpart.
20
Third Party rights
A person who is not a party to this MOA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this MOA. However, notwithstanding any term of this MOA to the contrary, no variation of this MOA, and no release or compromise of any liability hereunder shall require consent or approval of any third party.
21
Law and Jurisdiction
21.1
This MOA and any non-contractual obligations connected with it shall be governed by and construed in accordance with English law.
21.2
The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this MOA (including a dispute regarding the existence, validity or termination of this MOA) (a Dispute ).
21.3
The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and, accordingly, that they shall not argue to the contrary.
21.4
Clauses 21.2 and 21.3 are for the benefit of the Buyer only. As a result, the Buyer shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyer may take concurrent proceedings in any number of jurisdictions.
22
Notices
All notices to be provided under this MOA shall be in the English language and in writing. Contact details for recipients of notices are as follows:
For the Buyer:
c/o CMB Financial Leasing Co. Ltd, 21F, China Merchants Banking Building, No. 1088 Lujiazui Ring Road, Shanghai, China 200120, PRC
Attention: Ms. Lu Chang
Email: zyzlsceb@cmbchina.com/luchang1129@cmbchina.com
Fax: +86 21 6105 9992
For the Seller:
c/o Golar Management Ltd, 13th Floor, One America Square, 17 Crosswall, London EC3N 2LB, United Kingdom
Attention: Mr Brian Tienzo
Fax: +44 (0)207 063 7901
23
Entire Agreement
This MOA and any Addenda comprise the entire agreement between the Buyer and the Seller in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. Each of the Parties acknowledges that in entering into this MOA it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this MOA. Any terms implied into this MOA by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause 23 shall limit or exclude any liability for fraud.

Schedule 1
Form of Protocol of Delivery and Acceptance
Protocol of Delivery and Acceptance under Memorandum of Agreement
in respect of m.v. “Golar Tundra”

We refer to a memorandum of agreement dated [ l ] (the “ MOA ”) and made between Golar LNG NB13 Corporation (the “ Seller ”) and Sea 24 Leasing Co. Limited (the “ Buyer ”) in respect of the Vessel.
It is hereby certified that pursuant to the MOA, the Vessel was delivered by the Seller to the Buyer, and accepted by the Buyer from the Seller, at [ l ] hours [ l ] time on the date hereof in accordance with the terms and conditions of the MOA.
Dated:
Golar LNG NB13 Corporation

By: .....................................
Attorney in Fact

Sea 24 Leasing Co. Limited

By: ....................................
Attorney in Fact

4

 


SIGNATORIES

SELLER
 
 
SIGNED by PENILLE NORASS
For and on behalf of
GOLAR LNG NB13 CORPORATION
In the presence of Elizabeth Lord
)
)
)
/s/ Pernille Noraas
ATTORNEY-IN-FACT
ELIZABETH LORD
 
Signature/Title

BUYER
 
 
SIGNED by
For and on behalf of
SEA 24 LEASING CO. LIMITED
In the presence of
)
)
)
/s/ Zhou Ling
Director
 
 
Signature/Title


5
Execution Version

ADDITIONAL CLAUSES

to the BAREBOAT CHARTER PARTY dated 19 November 2015
(the “Bareboat Charter”)

between

SEA 24 LEASING CO. LIMITED
(as “Owner”)

and

GOLAR LNG NB13 CORPORATION
(as “Bareboat Charterer”)

in respect of

a LNG floating storage regasification vessel (FSRU) named “GOLAR TUNDRA” (the “Vessel”)


DEFINITIONS

Terms and conditions defined in the Common Terms Agreement shall have the same meaning when used in this Bareboat Charter, unless otherwise defined herein.
Unless a contrary indication appears, in the event of any conflict or inconsistency between any provision of this Bareboat Charter and any provision of the MOA, the provisions of the Bareboat Charter shall prevail.

Clause 32.
DELIVERY OF THE VESSEL
32.1
Upon satisfaction of the conditions precedent set out in Clause 59 (unless waived by the Owner) and Delivery of the Vessel by the Bareboat Charterer (as seller) to the Owner (as buyer) under the MOA, the Vessel shall be deemed to have been immediately delivered to and accepted (without reservation) by the Bareboat Charterer under this Bareboat Charter, regardless whether the Bareboat Charterer is able to take the possession and/or use of the Vessel. The Bareboat Charterer shall not be entitled for whatever reason to refuse to accept Delivery of the Vessel under this Bareboat Charter.
32.2
The Owner shall have no responsibility for any loss and/or damage incurred by the Bareboat Charterer as a result of any delay in delivery of the Vessel to the Bareboat Charterer for whatsoever reason.
32.3
Without prejudice to the provisions of Clauses 32.1 and 32.2, the Owner and the Bareboat Charterer shall on the Delivery Date sign the Protocol of Delivery and Acceptance in the form as attached in Appendix I hereof.
32.4
Unless the conditions set out in Clause 4.1 of the MOA are satisfied, the Buyer shall not be obliged to take delivery of the Vessel under the MOA and is entitled to cancel the MOA. If the Owner elects not to cancel the MOA but to choose instead to waive any condition in Clause 4.1 of the MOA and take delivery of the Vessel, the Buyer shall not be liable to the Bareboat Charterer for any losses and/or damages incurred by the Bareboat Charterer occasioned by any delay in delivery to the Bareboat Charterer under this Bareboat Charter.
CLAUSE 33.
LIMITATION ON OWNER’S LIABILITY
33.1
The Bareboat Charterer hereby expressly acknowledges and agrees that:

1

Execution Version

(a)
the Owner makes no condition, term, representation or warranty, express or implied (and whether statutory, contractual or otherwise) as to the Owner’s title to the Vessel or as to the seaworthiness, merchantability, classification, condition, design, quality, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Bareboat Charterer or (as the case may be) deemed delivery of the Vessel to the Bareboat Charterer under this Bareboat Charter shall be final and conclusive proof evidencing that, for the purposes of the obligations and liabilities of the Owner hereunder or in connection herewith, the Vessel is on the Delivery Date seaworthy and satisfies all provisions, requirements and specifications of this Bareboat Charter, and that the Vessel is in good working order and repair and without defect or inherent vice whether or not discoverable by the Bareboat Charterer;
(b)
the Bareboat Charterer hereby waives any and all of its rights in respect of any condition, term, representation or warranty whether express or implied (statutory or otherwise) on the part of the Owner and all of its claims against the Owner howsoever and whatsoever that may arise in respect of the Vessel or the Owner's title thereto, or all of its rights therein or arising out of the operation of the Vessel or the chartering thereof under this Bareboat Charter (including in respect of the seaworthiness or otherwise of the Vessel) unless this is caused by the, gross negligence or wilful misconduct of the Owner;
(c)
the Bareboat Charterer agrees that the Owner shall be under no liability to supply any replacement ship or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Bareboat Charterer or any other Group Member or any other party to any of the Transaction Documents as a result of the Vessel being unusable;
(d)
the Bareboat Charterer confirms that it has not, in entering into this Bareboat Charter, relied on any condition, warranty or representation by the Owner or any person on the Owner’s behalf (whether authorised or not), express or implied, whether arising by law or otherwise in relation to the Vessel, including, without limitation, conditions, warranties or representations as to the description, seaworthiness, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the Vessel, and the benefit of any such condition, warranty or representation by the Owner is hereby irrevocably and unconditionally waived by the Bareboat Charterer. To the extent permissible under applicable law, the Bareboat Charterer also waives any rights which it may have in tort in respect of any of the matters referred to above and irrevocably agrees that the Owner shall have no greater liability in tort in respect of any such matter than it would have in contract after taking account of all the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part of the Vessel is the agent or partner of the Owner nor has any such third party authority to bind the Owner thereby;
(e)
in particular, and without prejudice to the generality of the foregoing, the Owner shall be under no liability whatsoever and howsoever arising in respect of the sickness, injury, death, loss, damage or delay of or to or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the seaworthiness, merchantability, classification, condition, design, quality, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel other than if such injury or death arises as a result of the gross negligence or wilful misconduct of the Owner, and the Bareboat Charterer agrees to indemnify, defend and hold the Owner harmless from any of above liabilities (other than injury or death if they arise from the gross negligence or wilful misconduct of the Owner);
(f)
the Owner (including any of its shareholders, Affiliates, consultants, agents and their respective shareholders, directors, officers, employees, or representatives) shall not under

2

Execution Version

any circumstances be liable to the Bareboat Charterer (including any of its assigns, novatees, successors, shareholders, Affiliates, consultants, agents, Managers, clients and their respective shareholders, directors, officers, employees, or representatives) for any indirect, special, exemplary, punitive or consequential losses and damages, arising from, or relating to or in connection with this Bareboat Charter (including but not limited to loss of profit, loss of use, loss of production, loss of revenue, loss of time, loss of contracts or otherwise, in all cases where direct or indirect) irrespective of cause (in contract, at law, in tort or otherwise) unless otherwise provided for in Clause 33.1(b) above in case of injury or death as a result of the gross negligence or wilful misconduct of the Owner; and
(g)
if any defects, repairs or replacements are required for the Vessel within any applicable period of warranty pursuant to the Building Contract for the Vessel, the Owner agrees to use reasonable efforts to assist the Bareboat Charterer in requiring the Builder to repair, replace or remedy any defects which are subject of the warranty or recover from the relevant shipyard any expenditure incurred in carrying out such repairs, remedies or replacements by the Bareboat Charterer. The cost of any assistance rendered by the Owner shall be for the Bareboat Charterer.
CLAUSE 34.
MANAGEMENT AND CREW
(a)
The Managers or other internationally recognised and reputable manager(s) shall be appointed by the Bareboat Charterer to provide and oversee the technical and commercial management of the Vessel in accordance with the scope of each relevant Management Agreement which must be in form and substance approved by the Owner. The Bareboat Charterer reserves the right/flexibility to change a Manager, subject to the Owner's prior written consent (which shall not be unreasonably withheld or delayed). Without prejudice to the foregoing, the Bareboat Charterer is fully responsible for the technical management of the Vessel (including the arrangements regarding the crew and insurance) at the Bareboat Charterer’s own risk and expense.
(b)
The Bareboat Charterer shall ensure that properly qualified officers and ratings are engaged to man the Vessel throughout the Charter Period in accordance with the requirements of the Flag State and its Insurances.
(c)
In the event that following notification by the Owner, the Bareboat Charterer fails to comply or remedy the non-compliance with any provisions of Clause 34(a) within a period of five (5) days or of Clause 34(b) within a period of fourteen (14) days of receipt by the Bareboat Charterer of such notice, in addition to all other rights that the Owner may be entitled to under this Bareboat Charter, the Owner shall have the right to terminate this Bareboat Charter in accordance with Clause 45 ( Owner’s Rights of Termination ).
CLAUSE 35.
FLAG AND CLASS
In addition to Clause 10(d) in Part II of this Bareboat Charter, the Bareboat Charterer shall upon the Delivery Date provide full cooperation and assist the Owner to register (i) the Vessel in the name of the Owner and (2) if necessary, this Bareboat Charter in the relevant registry of the Flag State, and bear all the costs and expenses to effect such registration. The Bareboat Charterer hereby undertakes that if such Flag State becomes involved in hostilities or civil war or there is a seizure of power by unconstitutional means or there is an adverse change in the legal or tax system in such Flag State, which in the reasonable opinion of the Owner would imperil the Vessel or the title or ownership of the Vessel, the Owner shall, at any time during the Charter Period, following consultation with the Bareboat Charterer be entitled to transfer the flag of the Vessel from the Flag State at the time to such other registry as agreed between the Owner and the Bareboat Charterer.
The Bareboat Charterer shall ensure that the Vessel shall be entered and maintained in Class under the Classification Society throughout the Charter Period, free of all overdue recommendations and conditions, and comply with the rules and regulations of the Classification Society. Unless otherwise agreed, Det Norske Veritas shall be deemed as an acceptable Classification Society for the Parties.

3

Execution Version

In case of the exercise of the Purchase Option of the Vessel by the Bareboat Charterer in accordance with the terms of this Bareboat Charter, any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under the Bareboat Charterer’s flag shall be for the Bareboat Charterer’s account. In case of purchase of the Vessel by the Bareboat Charterer in accordance with the terms hereof, any taxes, consular and other charges and expenses connected with closing of the Owner’s register shall be for Bareboat Charterer’s account.
CLAUSE 36.
IMPROVEMENT, ADDITIONS AND CHANGES
36.1
Subject to Clause 10(a)(ii) in Part II of this Bareboat Charter and the Owner’s consent, the Bareboat Charterer has the right to fit additional equipment and to make improvements and additions at its expense and risk provided that if such additional equipment, improvements and additions cannot be removed from the Vessel without causing any damage to the Vessel, such damage will be made good by the Bareboat Charterer at its time and expense, and always subject to the satisfaction of the Classification Society’s surveyor. Title to such additional equipment, improvement and addition not removed prior to redelivery of the Vessel shall vest in the Owner on such re-delivery, without requirement for compensation.
36.2
Subject to Clause 10(a)(ii) in Part II of this Bareboat Charter, the Bareboat Charterer shall, subject to obtaining the Classification Society’s surveyor’s consent, have the right to make structural improvements, additions and changes to the Vessel at the Bareboat Charterer's time, expense and risk provided that the same will not diminish the Fair Market Value, marketability or the title of the Vessel during or at the end of the Charter Period.
36.3
Notwithstanding the above, the Bareboat Charterer shall defend, indemnify and hold harmless the Owner against any proven and, if applicable, documented loss, damage or expense incurred by the Owner arising out of or in relation to (i) any additional equipment, improvements and/or additions; and/or (ii) any structural improvements, additions and/or changes, fitted or made to the Vessel.
CLAUSE 37.
CHARTER PERIOD
37.1
The Charter Period shall be one hundred and twenty (120) calendar months with effect from the Delivery Date unless otherwise terminated in accordance with the terms of this Bareboat Charter.
CLAUSE 38.
INITIAL CHARTER – HIRE AND VALUE MAINTENANCE RATIO
38.1
Initial Charter-Hire
Pursuant to Clause 5 of the MOA the Initial Charter-Hire shall constitute the first charter hire payment by the Bareboat Charterer to the Owner under the terms of this Bareboat Charter which shall be deducted from the Purchase Price pursuant to Clause 5 of the MOA.
38.2
Value Maintenance Ratio
In the event that during the Charter Period, the Fair Market Value falls below one hundred and ten per cent (110%) of the then Outstanding Capital Balance as reduced from time to time (the “ Value Maintenance Ratio ”), the Bareboat Charterer shall, not later than thirty (30) days from the date when the Owner receives the Valuation:-
(i)
provide the Owner with additional security, which in the reasonable opinion of the Owner is sufficient to rectify the non-compliance of the Value Maintenance Ratio; or
(ii)
pay such amount to the Owner to reduce the Outstanding Capital Balance to rectify the non-compliance of the Value Maintenance Ratio.

4

Execution Version

Failure to provide either of (i) or (ii) above shall constitute a Termination Event under Clause 44.1.
CLAUSE 39.
CHARTER-HIRE
39.1
The Bareboat Charterer shall pay Charter-hire monthly in advance to the Owner’s Account on each Charter-hire Payment Date. Such Charter-hire shall, at the option of the Bareboat Charterer (such option to be declared not less than five (5) Business Days prior to Delivery), consist of:
EITHER 120 consecutive equal monthly payments of USD1,823,100 (“ Fixed Interest Charter-Hire ”);
OR
(a)
120 consecutive equal monthly payments of USD1,060,727 (“ Fixed Charter-Hire ”); and
(b)
interest accrued on the Charter-hire Principal in respect of the actual number of days elapsed during the Hire Calculation Period ending on the relevant Payment Date calculated on the basis of a year of three hundred sixty (360) days at a rate per annum which is the sum of (a) the Margin and (b) LIBOR in respect of such Hire Calculation Period (“ Variable Charter-Hire ”).
If a Market Disruption Event occurs in relation to any Hire Calculation Period, then the Interest Rate for the relevant Hire Calculation Period shall be the rate per annum which is the sum of:-
(a)
the Margin; and
(b)
the rate notified to the Bareboat Charterer by the Owner as soon as practicable and in any event before Variable Charter-Hire is due to be paid in respect of that Hire Calculation Period, to be that which expresses as a percentage rate per annum being the cost to the Owner of funding the Charter-hire Principal from whatever comparable source it may select.
In this Bareboat Charter, " Market Disruption Event " means:
(a)
at or about noon (London time) on the Quotation Day for the relevant Hire Calculation Period the relevant rate on the Thomson Reuters screen is not available and none or only one of leading banks in the London interbank market supplies a rate to the Owner to determine LIBOR for Dollars for the relevant Hire Calculation Period; or
(b)
before close of business in Hong Kong on the Quotation Day for the relevant Hire Calculation Period, the cost to the Owner of funding the Outstanding Capital Balance from whatever source it may select would be in excess of LIBOR.
39.2
The Vessel shall not be deemed off-hire at any time and the Bareboat Charterer’s obligation to pay all Charter-hire and all other amounts payable under this Bareboat Charter shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever and whether or not similar to any of the matters set out in paragraphs (a) to (l) below, including, without limitation:
(a)
any termination of any Acceptable Sub-Charter for whatever reason and any period following such termination where the Vessel has no employment;
(b)
any set-off, counterclaim, recoupment, defence or other right which the Bareboat Charterer may at any time have against the Owner or any other person for any reason whatsoever;

5

Execution Version

(c)
the unavailability of the Vessel for any reason, including (but not limited to) any invalidity or other defect in the title, the seaworthiness, condition, design, operation, performance, capacity, merchantability, security interest, or fitness for use or eligibility of the Vessel for any particular trade or operation or for documentation under the laws of any country or any damage to the Vessel;
(d)
any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Bareboat Charterer, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;
(e)
any incapacity or defect in powers of the Bareboat Charterer, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of the Bareboat Charterer;
(f)
any damage to or loss (including a Total Loss, subject to the terms of this Bareboat Charter), destruction, capture, seizure, judicial attachment or arrest, forfeiture or marshal's or other sale of the Vessel;
(g)
any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction, prevention, interference, interruption or cessation in the use or possession thereof by the Bareboat Charterer for any reason whatsoever, or any inability to engage in any particular trade;
(h)
any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Bareboat Charterer;
(i)
any failure or delay on the part of the Owner whether with or without fault on its part, in performing or complying with any of the terms or covenants hereof unless such failure constitutes an Owner’s Default;
(j)
any lack of due authorizations or documentation for the Vessel for any particular trade or use, or invalidity, illegality or other defect of this Bareboat Charter;
(k)
if any Acceptable Sub-Charter is in place, any event or declaration of force majeure affecting any Acceptable Sub-Charter to the extent that the performance of the obligations of the parties to such Acceptable Sub-Charter are suspended; and
(l)
any circumstances which, but for this provision, might operate to exonerate the Bareboat Charterer from liability, whether in whole or in part, under this Bareboat Charter.
39.3
Notwithstanding anything to the contrary contained in this Bareboat Charter, all payments by the Bareboat Charterer hereunder (whether by way of Charter-hire or otherwise) shall be made:
(a)
on or before the relevant Charter-hire Payment Date and if any day for the making of any payment hereunder is not a Business Day, the due date for payment of the same shall be the immediately preceding Business Day; and
(b)
in US Dollars in funds for same day value to the Owner’s Account or to such other bank account as may from time to time be notified by the Owner to the Bareboat Charterer by not less than five (5) days’ prior written notice.
39.4
All payments under this Bareboat Charter shall be made without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or on account of, any present or future income, freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature (collectively " Taxes "). If the Bareboat Charterer is so required to make any withholding or deduction from any such payment, the sum due from the Bareboat Charterer in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owner receives a net sum equal

6

Execution Version

to the amount which they would have received had no such withholding or deduction been required to be made. The Bareboat Charterer shall promptly deliver to the Owner any receipts, certificates or other proof evidencing the amounts, if any, paid or payable in respect of any such withholding or deduction as aforesaid.
39.5
In the event of failure by the Bareboat Charterer to pay on the due date for payment thereof, or in the case of any sum payable on demand, the date of demand therefor, any Charter-Hire or other amount payable by it under this Bareboat Charter, the Owner may make a demand under the Bareboat Charter Guarantee to settle any due but unpaid Charter-Hire or any other amount payable by the Bareboat Charterer under this Bareboat Charter.
39.6
In addition, the Bareboat Charterer shall pay to the Owner on demand interest on such Charter-Hire or other amount payable by it under this Bareboat Charter from the day following the due date to the date of actual payment (both before and after any relevant judgment or winding up of the Bareboat Charterer) at the rate of 5.85% per annum (if a Fixed Interest Charter-Hire option has been selected) or, as the case may be, 2.00% per annum (if a Fixed Charter-Hire plus Variable Charter-Hire option has been selected). Any interest payable under this Bareboat Charter shall accrue from day to day and shall be calculated on the actual number of days and shall be compounded at such intervals as the Owner shall determine and shall be payable on demand.
39.7
Time of payment of the Charter-hire and all other sums payable under this Bareboat Charter shall be of the essence in this Bareboat Charter subject to any applicable grace periods for payment.
CLAUSE 40.
COVENANTS ON ACCEPTABLE SUB-CHARTER AND CHARTER-HIRE
40.1
Commencing from the third year of the Charter Period, the Bareboat Charterer shall ensure that the Vessel is employed for the remainder of the Charter Period pursuant to an Acceptable Sub-Charter or, subject to compliance with the terms of Clause 40.2, on alternative charter arrangements acceptable to the Owner, and that all Earnings shall be paid without deduction directly to the Operating Account.
40.2
Provided that the Bareboat Charterer is in compliance with all the terms and conditions under this Bareboat Charter and further subject to Clause 40.3 below, the Bareboat Charterer shall have the right to charter the Vessel on an Acceptable Sub-Charter on time charter basis to an Acceptable Sub-Charterer. In the absence of an Acceptable Sub-Charter prior to the third year of the Charter Period, the Bareboat Charterer shall be entitled to charter the Vessel on time charter basis for periods of not more than one (1) calendar year (inclusive) to any time charterer provided the Owner is supplied with copies of the Vessel’s employment details on a quarterly basis by reference to the Delivery Date.
40.3
The Owner will enter into quiet enjoyment arrangements with an Acceptable Sub-Charterer substantially in the form of the direct agreement attached hereto as Appendix IV.
40.4
Without prejudice to Clause 40.2, if the Bareboat Charterer charters the Vessel pursuant to an Acceptable Sub-Charter, the Bareboat Charterer undertakes that:
(a)
the Bareboat Charterer shall execute an assignment of such time charter in favour of the Owner in such form and substance required by the Owner whereby all the title, Earnings, interest and rights under such time charter shall be assigned to the Owner and shall use all reasonable efforts that the time charterer acknowledge such assignment to the Owner in writing in such form reasonably required by the Owner; and
(b)
the Bareboat Charterer shall irrevocably instruct such time charterer to pay all the moneys and Earnings payable to the Bareboat Charterer under the time charter exclusively to the

7

Execution Version

Operating Account and shall procure that the time charterer undertakes to the Owner in writing to comply with such payment instruction; and
(c)
if the Owner so requests, further create a charge over the Operating Account in favour of the Owner and to do all the things to effect and perfect such charge, if the provisions of this clause 40.4 are not adhered to, and the Owner shall have the right to demand additional security to be provided by the Bareboat Charterer to the Owner’s satisfaction.
CLAUSE 41.
RISK AND INSURANCES
41.1
The Bareboat Charterer shall bear all risks whatsoever and howsoever arising from use, navigation, operation, possession and/or maintenance of the Vessel throughout the duration of the Bareboat Charter.
41.2
Insurance Coverage
(a)
The Bareboat Charterer undertakes to the Owner that throughout the Charter Period to insure and keep the Vessel insured pursuant to Box 29 and Box 31 of Part I, Clause 13 of Part II of this Bareboat Charter, and otherwise agreed hereof:
(i)
against fire and usual marine risks (including excess risks and increased value insurance) on terms not less wide than Nordic Marine Insurance Plan of 2013 or later versions, based on an amount not less than the higher of (a) the Fair Market Value of the Vessel and (b) 120% of the total amount of the Outstanding Capital Balance;
(ii)
against war risks, including terrorism cover and extended to:
(X) risks arising from piracy, violent theft and barratry, and
(Y) War Risk P&I, which shall cover crew liability, with a separate liability limited to total amount insured on hull value plus interests;
(iii)
against full protection and indemnity risks with a member club of the International Group of P&I Clubs and in the international marine insurance market and to be at a limit which compares with market practice for similar type vessels (and currently being for an amount not less than USD 1,000,000,000);
(iv)
against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owner (following the agreement of the Bareboat Charterer, such agreement not to be unreasonably withheld) if such a cover is available in the marine insurance market and it is common marine market practice to have it in place.
(b)
The Bareboat Charterer may, in its own discretion, take out FD&D cover and charterer’s liability insurance. Such cover and insurance shall be for the sole account and benefit of the Bareboat Charterer.
(c)
The Owner shall be at liberty to take out Innocent Owner’s (Lessor’s) Interest Insurance and Innocent Owner’s (Lessor’s) Interest Additional Perils Insurance in relation to the Vessel for an amount equivalent to the amounts set out in this Clause 41 and the Bareboat Charterer shall from time to time within seven (7) Business Days on demand reimburse the Owner for all reasonably and properly documented costs, premiums and expenses paid or incurred by the Owner in connection with the same provided that the Bareboat Charterer’s reimbursement shall be no more than the prevailing international market price;
(d)
Moreover, the Bareboat Charterer shall from time to time within seven (7) Business Days of demand reimburse the Owner for all reasonably and properly documented costs, premiums and expenses paid or incurred by the Owner in effecting Mortgagee’s Insurance

8

Execution Version

Interest policy (MII), and other insurance policies (if not covered under this Clause) if required by the Mortgagee in connection with the Owner’s Loan Agreement for the purpose of financing or re-financing the acquisition of the Vessel.
(e)
In case the Vessel is required to enter any port, place, or zone that is involved in a state of war, warlike operations, or hostilities, civil war, civil strife, rebellion, or piracy, whether or not such risks are real and or are wrongly perceived, or whether there be a declaration of war or not, or where it might reasonably be expected to be subject to capture, seizure or arrest, or to a hostile act by a belligerent power (the term ‘power’ means any de jure or de facto authority or any other purported governmental organization maintaining naval, military or air forces), the Bareboat Charterer shall effect such additional insurance cover in order to allow the Vessel to enter into any port, place or zone affected by any of the matters referred to in this Clause.
(f)
The Bareboat Charterer shall pay the costs of such additional insurance cover.
41.3
General Terms and Conditions
Notwithstanding anything to the contrary contained in this Bareboat Charter, the Bareboat Charterer undertakes to the Owner that the Vessel shall be kept insured by the Bareboat Charterer throughout the Charter Period on the following terms:
(a)
in Dollars, free of cost and expense to the Owner, and in the joint names of the Owner and the Bareboat Charterer and the Mortgagee (if the Owner so reasonably requires) as co-assured. The Bareboat Charterer shall ensure that the interest of the Owner as owner of the Vessel and/or any assignee of the Owner in respect of Owner’s interest in the insurances shall be recorded on all policies and shall be confirmed to the Owner in conformity with applicable market practice;
(b)
on pre-agreed terms consistent with prevailing international market practice from time to time agreed between the Bareboat Charterer and the Owner; punctually to pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and to produce copies of all relevant receipts or other evidence of payment when reasonably requested by the Owner;
(c)
through such international reputable brokers which shall from time to time be approved in writing by the Owner (the " Approved Brokers ") (which shall not be unreasonably withheld) prior to placement of and/or renewal of the Insurances (save that the Owner’s consent shall not be required in cases where any renewals are being effected with the same Approved Brokers and the Bareboat Charterer has notified the Owner in writing), and with such international reputable insurance companies, underwriters, war risks and protection and indemnity associations (the " Approved Insurer(s) ") which shall from time to time be approved in writing by the Owner prior to placement of and/or renewal of the Insurances (save that the Owner’s consent shall not be required in cases where any renewals are being effected with the same Approved Insurers and the Bareboat Charterer has notified the Owner in writing). Any Approved Insurer shall mean one with a minimum of Standard & Poor's rating of BBB+ or above or Moody’s rating of A or above of AM Best rating of A- or above at the time when the relevant policy is procured / effected, and a protection and indemnity association which is a member of the International Group of Protection and Indemnity Clubs, and/or the Norwegian War Club.
The Bareboat Charterer shall ensure the Approved Brokers and/or Approved Insurer(s) will, without delay, (i) fully cooperate with the Owner and the Owner’s insurance broker or consultant, (ii) diligently provide the Owner and the Owner’s insurance broker or consultant with all advice, information and documents as required and reply to all queries related to the Insurances hereof and (iii) follow the reasonable instructions and/or requirements of the Owner. The Bareboat Charterer shall reimburse the reasonable and documented cost of the Owner’s insurance broker or consultant in reviewing the

9

Execution Version

insurance policies/entries as set out in this Clause in relation to their validity and adequacy, and shall effect the payment to cover the cost within seven (7) Business Days after the provision of supporting vouchers and or documents by the Owner or the Owner’s insurance broker or consultant.
Any Approved Broker may be replaced if the Owner, following consultation with the Bareboat Charterer, considers it is required based on reasonable grounds that such Approved Broker has failed to duly perform any material obligations.
(d)
The Bareboat Charterer undertakes to provide the Owner and/or the Mortgagee with letter(s) of undertaking, loss payable clauses and/or notices of assignment, the wording and form of which shall be acceptable to the Owner and/or the Mortgagee and the Approved Insurer(s), and undertakes to incorporate the same into the aforesaid insurances;
(e)
At least fifteen (15) days prior to expiry of the relevant policies, contracts or entries, (i) propose to the Owner the insurance broker(s) to be employed by the Bareboat Charterer for renewal of such Insurances, and of the proposed renewed amounts and the risks to be covered (save that the Owner’s consent shall not be required in cases where any renewals are being effected with the same Approved Brokers on the existing terms); (ii) procure that the Approved Brokers and/or the Approved Insurers shall promptly confirm in writing to the Owner as and when each of such renewals is effected and shall provide the Owner with details of the instructions as the Owner may require (except for the pricing information), and shall notify the Owner forthwith in the event of any renewal not being effected by the Bareboat Charterer as aforesaid.
Notwithstanding any other provisions of this Bareboat Charter to the contrary, the Owner shall have the liberty, in the event of the Bareboat Charterer’s failure or delay to do so, to place and/or renew all such insurances by itself throughout the Charter Period. The Bareboat Charterer shall pay or reimburse to the Owner on demand all documented costs, payments, expenses, fees and charges incurred in connection with such insurance renewal.
Except for the case of renewal set out in Clause 41.3(c), at least fifteen (15) days prior to the Bareboat Charterer effecting any such Insurances, the Bareboat Charterer shall first notify the Owner in writing of the details of such proposed Insurances (including, without limitation, details of the insurer, the conditions of the policy (except for the pricing information)) for the Owner’s final approval in writing (which shall not be unreasonably withheld).
The Bareboat Charterer undertakes to provide the Owner and/or the Mortgagee and the Approved Insurer(s) with letter(s) of undertaking, loss payable clauses and/or notices of assignment, the wording and form of which shall be acceptable to the Owner and/or the Mortgagee and the Approved Insurer(s), and undertakes to incorporate the same into all the Insurances, on condition that it is required under this Bareboat Charter or the Finance Documents or the terms of the relevant policies.
(f)
If any of the Insurances form part of a fleet cover, the Bareboat Charterer shall procure the Approved Brokers to obtain a written confirmation from the Approved Insurer(s) not to cancel the Insurances for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other Insurances, and, only to the extent allowed under the relevant terms of the Insurances, procure that the Approved Brokers obtain a written confirmation from the Approved Insurer(s) that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of that of other vessels under such fleet cover or any premiums due for other Insurances. Notwithstanding the above, the Bareboat Charterer undertakes to issue a separate policy containing the foregoing agreements in respect of the Vessel being part of a fleet cover if requested by the Owner and the Bareboat Charterer always undertakes to the Owner that the

10

Execution Version

insurances of the other vessels under a fleet cover and its performance (including any default and/or invalidity under any of the insurances of the other vessels) thereunder shall not in any event prejudice or adversely affect any and all the Insurances for the Vessel (including, but not limited to, the validity and enforceability of the Insurances for the Vessel).
(g)
Arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association. The Bareboat Charterer shall be obliged to timely arrange or procure to be timely arranged and provide for acceptable security to any party whosoever who may demand the same including and not limited to, third party claimants in the event the P&I Club and/or Hull and War risk insurers do not agree to provide the same for whatsoever reason.
(h)
Procure that the interest of the Owner shall be endorsed and, where the Insurances have been assigned to the Owner by means of a notice of assignment, the Owner shall be furnished with the originals or certified true copies thereof, and the Bareboat Charterer shall procure that the Approved Brokers shall issue to the Owner the standard form of letter(s) of undertaking of such Approved Broker(s) as soon as practically possible but in any event within ten (10) Business Days after the Delivery Date; The Bareboat Charterer shall use its reasonable endeavours to procure that the Approved Brokers incorporate any reasonable comments of the Owner and/or the Mortgagee.
(i)
Produce to the Owner upon demand copies (certified by a lawyer on behalf of the Bareboat Charterer or the Approved Brokers as being true copies) of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances and to furnish the Owner with any other evidence of the existence of the Insurances as the Owner may request. The Bareboat Charterer shall procure that the Approved Brokers and the Approved Insurers give to the Owner such information as to the Insurances taken out or being or to be taken out in compliance with the Bareboat Charterer's obligations under the foregoing provisions or as to any other matter which may be relevant to the Insurances as the Owner may reasonably request (except for the pricing information of the Insurances).
(j)
Procure that any protection and indemnity and/or war risks associations (if applicable and subject to the respective rules of the relevant association) in which the Vessel is for the time being entered shall record/confirm the interests of the Owner and the Mortgagee, including endorsing the relevant Loss Payable Clause (taking into account the associations' standard wording) on the relevant certificate of entry or policy and shall furnish the Owner with a certified true copy of such certificate of entry, letter(s) of undertaking and/or notices of assignment as may from time to time be required by the Owner, in form and substance acceptable to the Owner and the Mortgagee.
(k)
Undertakes to furnish the Owner from time to time with a detailed report signed by an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultants appointed by the Bareboat Charterer dealing with the Insurances maintained on the Vessel and stating the opinion of such firm as to the adequacy thereof, if so requested by the Owner, but at the cost of the Bareboat Charterer.
(l)
The Bareboat Charterer shall do all things necessary and provide all documents, evidence and information to enable the Owner to collect or recover any moneys which shall at any time become due to the Owner in respect of the Insurances.
(m)
Undertakes not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the instruments of insurance aforesaid (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

11

Execution Version

(n)
To apply all sums receivable under the Insurances which are paid to the Bareboat Charterer in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.
(o)
The Bareboat Charterer shall ensure that the policies and/or entries in respect of the Insurances against hull and marine risks and/or war risks are, in each case, duly endorsed with the interests of the Owner to the effect that, subject always to the rights and entitlements of the Bareboat Charterer contained herein, payment of a claim for a Total Loss of the Vessel will be made in accordance with Clause 41.6 below and payment in respect of a claim which is not for a Total Loss of the Vessel shall, subject to (i) and (ii) below, be made to the Bareboat Charterer who shall apply the same to make good the loss and fully repair all damage and otherwise to maintain the Vessel in accordance with its obligations hereunder provided however: (i) that claim in respect of a Major Casualty shall be paid to the Bareboat Charterer with the prior written consent of the Owner (which shall not be unreasonably withheld) and, subject to any consent which may be required from the Mortgagee, such consent shall be given provided that the Bareboat Charterer has furnished the Owner with documentary evidence to the satisfaction of the Owner that necessary repairs have been effected and the Bareboat Charterer has made payment for the same, and (ii) that all such sums shall be payable as aforesaid only until such time after the occurrence of a Charterer's Default as the Owner may otherwise direct to the contrary and all such sums of any and all claims shall be paid to the Owner or to the Mortgagee in its capacity as the Owner’s assignee.
(p)
The Bareboat Charterer shall ensure that the entries in respect of protection and indemnity risks provide for moneys payable thereunder to be paid either (i) to the claimant in settlement of the Vessel's liability to him, or (ii) (unless and until after the occurrence of a Charterer's Default the Owner shall direct that those shall be paid to the Owner), the Bareboat Charterer or other party in reimbursement for any payment properly made to a third party or claimant.
41.4
The Parties shall be entitled to review the requirements of this Clause 41 from time to time in order to take account of any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Bareboat Charter.
41.5
The Bareboat Charterer shall not do any act or permit or suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective, unless otherwise specifically permitted under the insurance policies. The Bareboat Charterer shall not make any alteration to any of the insurances referred to in this Clause without prior written approval by the Owner (which shall not be unreasonably withheld) and shall not make, do, consent or agree to any act or omission which might render any such instrument of insurance invalid or unenforceable or render any sum payable thereunder repayable in whole or in part.
Should any change be permitted or occur without the consent of the Owner then, without prejudice to the aforesaid obligations of the Bareboat Charterer or to the rights of the Owner on a Charterer's Default or to any other provision in this Bareboat Charter, the Bareboat Charterer shall forthwith give written notice to the Owner and thereupon the foregoing provisions of this clause where relevant shall apply thereto.
In the event that any act or negligence of the Bareboat Charterer (and/or either Manager or any sub-charterer in any level (including any Acceptable Sub-Charterer)) shall vitiate, impair or void any of the Insurances herein provided, the Bareboat Charterer shall take all rectification measures and pay to the Owner all losses and indemnify the Owner against all proven claims and demands which would otherwise have been covered by such Insurances.
In the event that the Bareboat Charterer fails to comply with any provisions of this Clause, the Owner shall have the right to (i) terminate this Bareboat Charter in accordance with Clause 44 (Termination Events); or (ii) demand acceptable security to be provided by the Bareboat Charterer

12

Execution Version

to the Owner in an amount of the maximum indemnity which would have been otherwise provided by the insurances to the Owner but which have been prejudiced as a result of the foregoing breaches by the Bareboat Charterer.
41.6
Total Loss
For the purposes of this Bareboat Charter, Total Loss shall be deemed to have occurred on the Total Loss Date.
If the Vessel shall become a Total Loss after Delivery and during the Charter Period, this Bareboat Charter shall be terminated upon the Owner’s receipt of the full insurance proceeds in respect of such Total Loss (except for the obligations and liabilities of the Bareboat Charterer otherwise stipulated herein).
Subject to restrictions or requirements under the Finance Documents, the net insurance proceeds in the event of a Total Loss shall be distributed in the following manner and sequence: (i) the Termination Sum (excluding any default interest as set out in (c) of the definition “Termination Sum”) shall be paid/distributed to the Owner and (ii) the remaining insurance proceeds, if any, shall be paid/distributed to the Bareboat Charterer. Where the net insurance proceeds are insufficient to satisfy (i) above, or where the Owner fails to receive the insurance proceeds as a result of the insurance cover being avoided as a result of the negligence, omission or default or whatsoever reason of the Bareboat Charterer and or the Approved Insurer(s), the Bareboat Charterer shall pay the shortfall to the Owner on demand.
CLAUSE 42.
CARGO EXCLUSION CLAUSE
42.1
All cargoes to be carried shall be limited to those permitted by the Vessel’s Classification Society’s and those referred to in the Vessel’s specifications. All cargoes are to be carried in conformity with IMO and international and local regulations, and the requirement of the Insurances, using best practice at all times.
CLAUSE 43.
OWNER’S RIGHT OF SALE AND MORTGAGE
43.1
Owner’s Right of Sale
At any time during the Charter Period, the Owner shall have the right, to transfer the title of the Vessel to another party with the prior written consent of the Bareboat Charterer (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, no consent shall be required from the Bareboat Charterer should the proposed transfer be to an Affiliate of the Owner.
In the event of transfer of title by the Owner during the Charter Period the Owner shall procure that the new owner shall enter into a bareboat charter party on identical terms with this Bareboat Charter (with logical name changes only) and that such new owner shall procure the issuance of a Quiet Enjoyment Letter from its lenders(s), if any.
It is acknowledged and agreed that any costs arising pursuant to a transfer of title by the Owner under this Clause 43.1 shall be for the account of the Owner.
43.2
Owner’s Right of Mortgage
The Bareboat Charterer agrees that the Owner shall be entitled, subject to (i) giving prior notice to the Bareboat Charterer and (ii) providing the Bareboat Charterer with a Quiet Enjoyment Letter pursuant to Clause 48.3 below, at any time during the term of this Bareboat Charter to (i) grant to the Mortgagee, a mortgage securing its interest in the Vessel (and/or (ii) have one or more assignment(s) of any or all the rights, title, interests and benefit of the Owner in this Bareboat Charter or any Security Document, the earnings generated by this Bareboat Charter, the Insurances over the Vessel and all other rights of the Owner, as security for any loan, facility or hedging facilities in relation to the financing or re-financing of the Vessel subject to such mortgage

13

Execution Version

and assignment(s) in favour of the Mortgagee or a security agent or security trustee of the Mortgagee.
The Bareboat Charterer undertakes with the Owner that it shall (and shall cause the Obligors, as the case may be) in so far as it is able forthwith and without unnecessary delay to sign, consent and/or acknowledge (in such form and substance reasonably acceptable to the Mortgagee) to and agree to be bound by, any notices of any assignment of this Bareboat Charter or any Security Document, the Charter-hire payable under this Bareboat Charter and the Insurances over the Vessel in relation to any assignment executed in favour of the Mortgagee or a security agent or security trustee of the Mortgagee.
The Bareboat Charterer shall use its reasonable endeavours to assist and facilitate the Owner upon request in obtaining bank financing from the Mortgagee.
The Bareboat Charterer acknowledges and undertakes with the Owner to be bound by the notice of any assignment of this Bareboat Charter executed in favour of the Mortgagee or the agent or security trustee of the Mortgagee in the manner as required by such Mortgagee or such agent or security trustee.
CLAUSE 44.
TERMINATION EVENTS
44.1
Each of the following events shall be a “ Termination Event ” for the purpose of this Bareboat Charter:
(a)
if the Bareboat Charterer or any Obligor fails to make any payment of any amount under this Bareboat Charter or any Finance Document on its due date (unless its failure to pay is caused by an administrative or technical error and taking into account any applicable grace period) or, in the case of sums expressed to be payable by the Bareboat Charterer on written demand, within five (5) Business Days following the date of the written demand therefor;
(b)
the Bareboat Charterer fails to comply with any term of the following Clauses within the relevant period: Clause 34 ( Management and Crew ), Clause 35 ( Flag and Class ), Clause 40 ( Covenants on Acceptable Sub-Charter) excepting Clause 40.1 which is subject to the Put Option, Clause 41 ( Risks and Insurance) specifically Clause 41.5, or 48.5 to 48.6 ( Charterer’s Undertakings ); and if such failure to comply is capable of being remedied, but is not remedied within five (5) Business Days of the Owner giving notice to the Bareboat Charterer of such failure to comply;
(c)
if any Guarantor fails to comply with Clause 7.2 ( Financial covenants ) of the Bareboat Charter Guarantee;
(d)
any circumstance or event which is referred to as a “Termination Event” in this Bareboat Charter or otherwise agreed by the parties to be referred to as a “Termination Event” for the purpose of this Bareboat Charter;
(e)
the Bareboat Charterer or any other Obligor fails to observe or perform any of its obligations under any Finance Document within any applicable grace periods for remedy. For the avoidance of doubt, failure to provide any document or information requested shall constitute a remediable breach within twelve (12) Business Days for the purposes of this clause provided that no insurance or P&I cover is interrupted;
(f)
any representation or warranty of the Bareboat Charterer or any Obligor in the Finance Documents or in any document or certificate furnished to the Owner in connection herewith or therewith is or proves to have been untrue, inaccurate or misleading in any material respect, when made or deemed made and materially affects the obligations of the Bareboat Charterer under this Bareboat Charter;
(g)
any consent, authorisation, licence or approval necessary for this Bareboat Charter to be or remain as valid and legally binding obligations of the Bareboat Charterer, or to enable

14

Execution Version

the Bareboat Charterer to perform its obligations hereunder or thereunder, is adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed and such modification, revocation, suspension, withdrawal, termination, expiry or lapse or renewal is not remedied within a period of twelve (12) Business Days;
(h)
if a petition is filed or order made or an effective resolution passed by a court or any other authority having competent jurisdiction, for the compulsory or voluntary winding-up or dissolution of the Bareboat Charterer or an Obligor (other than for the purposes of amalgamation or reconstruction in respect of which the prior written approval of the Owner has first been obtained) or any proceedings analogous to winding-up proceedings are begun in any jurisdiction in relation to the Bareboat Charterer or an Obligor, excepting any frivolous or vexatious proceedings which are discharged, stayed or dismissed within sixty (60) days of commencement;
(i)
if the Bareboat Charterer or an Obligor stops payment generally or ceases to carry on or suspends payment of, or is unable to or admits inability to pay, all or a substantial part of its debts as they fall due or makes any special arrangement or composition with its creditors generally or shall otherwise become or be adjudicated insolvent;
(j)
if an administrator, administrative receiver, receiver or trustee or similar official is appointed over the whole, or a material part, of the property, assets or undertaking of the Bareboat Charterer or an Obligor or if the Bareboat Charterer or an Obligor applies for, or consents to, any such appointment;
(k)
the Bareboat Charterer or an Obligor applies to any court or other tribunal for, a moratorium or suspension of payments with respect to all or a substantial part of its debts or liabilities;
(l)
the Bareboat Charterer or an Obligor convenes or gives notice to convene a meeting of all or any class of its creditors with a view to proposing or making, or proposes or makes, any arrangement or composition with or assignment for the benefit of all or any class of its creditors or declares, or applies to any court or other tribunal for, a moratorium or suspension of payments with respect to all or a substantial part of its debts or liabilities;
(m)
if an encumbrancer takes possession of, or distress or execution is levied upon, the whole, or a material part of the property, assets or undertaking of the Bareboat Charterer and the Bareboat Charterer or an Obligor fails to release the same within sixty (60) days (or a longer period as agreed between the Owner and the Bareboat Charterer or such Obligor) from the date of the possession, distress or execution;
(n)
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;
(o)
if the Bareboat Charterer or an Obligor ceases, or threatens to cease, to carry on all or a substantial part of its business or disposes or threatens to dispose (other than for full arm's length consideration) of the whole or a material part of its property, assets or undertaking without the prior consent of the Owner;
(p)
if an event of default occurs in relation to any Financial Indebtedness of the Bareboat Charterer or any Guarantor exceeding ten million Dollars (US$10,000,000) or, in each case the equivalent in any other currency;
(q)
if the Bareboat Charterer ceases to be a company resident in the jurisdiction of its incorporation without the prior consent of the Owner;
(r)
if it becomes impossible or unlawful for the Bareboat Charterer in any material respect to fulfil any of its obligations under this Bareboat Charter;

15

Execution Version

(s)
if any Environmental Incident or other event or series of events occurs which, in the reasonable opinion of the Owner, has or is likely to have a Material Adverse Effect;
(t)
if the Bareboat Charterer repudiates this Bareboat Charter or does or causes or permits to be done any act or thing evidencing an intention to repudiate this Bareboat Charter
(u)
any Security Interest in respect of any of the property (or part thereof) which is the subject of any Security Document becomes unenforceable;
(v)
if the Bareboat Charterer fails to provide additional security as set out in Clause 38.1 to the Owner’s satisfaction;
(w)
if an auditor of any Obligor qualifies its report on the audited financial statements of any Obligor in any way whatsoever which is reasonably likely to have a negative impact on the Bareboat Charterer’s ability to perform under this Bareboat Charter;
(x)
if the Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, or detained (unless caused by an act or omission of the Owner) in exercise or purported exercise of any possessory lien or other claim, provided that such arrest or detention is not discharged within 60 days after such arrest or detention (or such longer period as may be agreed);
(y)
if a Manager of the Vessel changes without the prior written consent of the Owner (such consent not to be unreasonably withheld or delayed);
(z)
if the authority or ability of the Bareboat Charterer or an Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any government, regulatory or other authority or other person in relation to the Bareboat Charterer or an Obligor or any of its assets;
(aa)
any litigation, alternative dispute resolution, arbitration or administrative proceedings is taking place, or threatened against the Bareboat Charterer or an Obligor or any of its assets, rights or revenues which, if adversely determined, might have a Material Adverse Effect;
(ab)
if the Bareboat Charterer fails to exercise its Purchase Obligation in Clause 49;
(ac)
if the Bareboat Charterer fails to purchase the Vessel pursuant to the Put Options in Clause 49.5;
(ad)
if the MOA is terminated for whatever reason;
(ae)
if the Bareboat Charterer fails to comply with Clause 48.6(e); or
(af)
a Golar Eskimo Termination Event occurs in accordance with the terms of the Golar Eskimo Transaction Documents.
44.2
The occurrence of a Termination Event shall entitle the Owner (but not be bound and without prejudice to the Bareboat Charterer’s obligations) by notice to the Bareboat Charterer to terminate this Bareboat Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination in the manner as set out in Clause 45 ( Owner’s Rights on Termination ).
44.3
The Owner shall not be under any liability whatsoever to the Bareboat Charterer for loss or damage whatsoever occasioned by the Bareboat Charterer for the termination of this Bareboat Charter and the Bareboat Charterer shall indemnify the Owner on demand for any and all liabilities, losses, costs and expenses incurred by the Owner pursuant to this Clause or otherwise

16

Execution Version

resulting from the occurrence of a Termination Event always provided that the Bareboat Charterer shall not be liable for any liabilities, losses, costs and expenses incurred by the Owner where the Termination Event has occurred due to the gross negligence or wilful misconduct of the Owner.
CLAUSE 45.
Owner’s Rights on Termination
45.1
At any time following Delivery, upon the occurrence of a Termination Event, the Owner may, by notice to the Bareboat Charterer immediately, or on such date as the Owner shall specify, terminate this Bareboat Charter. Upon the Owner’s termination, the Owner shall be entitled to demand that the Bareboat Charterer pay the Termination Sum to the Owner on the Termination Date or such later date as the Owner shall specify in exchange for transfer of ownership in the Vessel to the Bareboat Charterer or if the Bareboat Charterer is unable to pay the Termination Sum within 3 days of receipt of such notice (but not bound and without prejudice to the Bareboat Charterer’s obligations hereunder) to retake possession of the Vessel by way of Redelivery as set out in Clause 50.
45.2
Upon the Owner’s notice of retaking the Vessel, the Bareboat Charterer shall, unless otherwise instructed by the Owner, assist the Owner with the Demobilisation of the Vessel and redeliver the Vessel to the Owner in accordance with Clause 50 and pursuant to the notice issued by and from the Owner pursuant to Clause 45.1, and, (a) at the nearest safe and available port practicable for redelivery or at such other port as the Owner may reasonably specify; (b) with her Class maintained without any conditions or recommendation; (c) free of average damage affecting the Vessel's Class; (d) with all the Vessel's Classification, trading, national and international certificates that the Vessel had when she was delivered by the Owner to the Bareboat Charterer under this Bareboat Charter, valid and un-extended without conditions or recommendations and falling due for a minimum of three (3) months from the time of redelivery; (e) in the same or as good structure, state, condition and Class as that in which she was on Delivery, fair wear and tear not affecting Class excepted; and (f) with all such spare parts and other equipment she had at Delivery. The Bareboat Charterer shall also procure that the Master and Crew shall obey the lawful orders of the Owner as regards the navigation and management of the Vessel and shall no longer obey the Bareboat Charterer.
45.3
Unless covered by the Termination Sum which the Bareboat Charterer has paid, the Bareboat Charterer shall pay, indemnify or reimburse the Owner on demand, for all Losses suffered by the Owner arising out of or in connection with any Termination Event caused by the actions of the Bareboat Charterer including, without prejudice to the generality of the foregoing, all liabilities, costs and expenses (including but not limited to legal and advisory fees) so incurred arising from the Demobilisation and Redelivery including but not limited to the costs of recovering possession of, and in moving, storing, insuring and maintaining, the Vessel and in carrying out any works or modifications required together with interest thereon pursuant to Clause 39.5 from the date on which the relevant Losses were suffered by the Owner until the date of payment or reimbursement thereof (both before and after any relevant judgment or winding up of the Bareboat Charterer).
45.4
Any amount due to the Owner under this Clause 45 shall bear interest pursuant to Clause 39.6 (before and after any relevant judgment or any winding-up of the Bareboat Charterer) from the Termination Date up to and including the date of the Owner's actual receipt thereof.
45.5
Notwithstanding the termination of this Bareboat Charter pursuant to Clause 44 ( Termination Events ), the Bareboat Charterer shall irrevocably and unconditionally continue to comply with its obligations under this Bareboat Charter and shall be obliged to take such action as Owner may prescribe to protect the Vessel until the Vessel is redelivered to the Owner in accordance with Clause 50.
45.6
In the event that the Bareboat Charterer fails within ten (10) Business Days to meet in full the Owner’s demand for payment of the Termination Sum and accrued interest pursuant to this Clause, the Owner may at its option:

17

Execution Version

(a)
where applicable and pursuant to its rights under the Assignment of Time Charter Documents, approach an Acceptable Sub-Charterer with a view to getting their consent to any alternative arrangements in relation to performing the relevant Acceptable Sub-Charter;
(b)
sell the Vessel free of any charter, lease or other engagement concerning the Vessel on arm's length terms at market price in which event;
(i)
an amount equal to the aggregate of the expenses, disbursements, taxes, costs and losses whatsoever (including but not limited to legal and advisory fees) as may have been incurred by the Owner in respect of the sale of the Vessel shall be deducted from the gross proceeds of the sale of the Vessel; the balance of the sale proceeds is referred to hereinafter as the “ Net Sale Proceeds ”;
(ii)
an amount equal to the Termination Sum shall be deducted from the Net Sale Proceeds. If the Net Sale Proceeds are insufficient to satisfy all amounts due and payable from the Bareboat Charterer to the Owner hereunder, the Bareboat Charterer and the Obligors shall pay the shortfall to the Owner;
(iii)
if there is any balance after deduction of the Termination Sum, such balance shall be paid to the Bareboat Charterer;
(iv)
if the tendering and/or sale of the Vessel fails due to whatever reason, provided that the Owner has taken all customary procedures in the process of the tendering and/or sale of the Vessel, the Vessel shall be at the sole and discretional disposal of the Owner thereafter without prejudice to the Bareboat Charterer’s obligation to pay the Termination Sum and any other accrued liabilities hereunder; or
(a)
exercise any of the remedies provided to a mortgagee under Chapter 3 of the Marshall Islands Maritime Act 1990, as amended.
45.7
The Owner shall be entitled to all its rights and remedies under any or all the Security Documents.
CLAUSE 46.
ASSIGNMENT AND SUB-CHARTERING
46.1
This Bareboat Charter shall be binding upon and enure for the benefit of the Owner and the Bareboat Charterer and their respective successors and permitted assignees.
46.2
The Bareboat Charterer shall not be entitled to assign or transfer any of its rights or obligations under this Bareboat Charter, unless with the prior written consent of the Owner. Should written consent of the Owner be provided, the Bareboat Charterer shall be responsible for all associated costs and expenses.
46.3
In addition to the Owner's right to transfer its rights under Clause 43 ( Owner’s Right of Sale and Mortgage ), the Owner shall be entitled, subject to Clause 48.3 below, to assign any of its rights and interest under this Bareboat Charter to the Mortgagee or, provided the prior written consent of the Bareboat Charterer has been obtained (such consent not to be unreasonably withheld or delayed), to a financial institution or trust fund, leasing company or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loan securities or other financial assets.
46.4
The Bareboat Charterer undertakes that it will not sub-charter the Vessel on a bareboat basis to any party except with the prior consent in writing of the Owner and subject to such terms and conditions as the Owner shall approve.

18

Execution Version

CLAUSE 47.
BAREBOAT CHARTERER'S REPRESENTATIONS AND WARRANTIES
47.1
The Bareboat Charterer acknowledges that the Owner has entered into this Bareboat Charter in reliance on representations by the Bareboat Charterer in the following terms, and the Bareboat Charterer hereby represents and warrants to the Owner as follows:
(a)
the Bareboat Charterer is a corporation duly organized, registered, validly existing and in good standing under the laws of its establishment jurisdiction, has the corporate power and authority to execute, perform and comply with its obligations under, and has taken all necessary action to authorise its entry into this Bareboat Charter and each Transaction Document to which it is a party, and the transactions contemplated by the Transaction Documents to which it is a party, and to carry on its business as presently conducted;
(b)
in respect of the Bareboat Charterer, all governmental, corporate, shareholder’s and other Consents, licenses, approvals, Project Authorisations (if applicable), waivers and actions necessary for the execution, performance and registration (if appropriate) of this Bareboat Charter and the Transaction Documents to which it is a party, have been made or obtained or will be made or obtained and are or will be in full force and effect at the relevant time;
(c)
subject to the Legal Reservations, this Bareboat Charter, and the Transaction Documents to which it is a party, constitutes legal, valid and binding obligations of the Bareboat Charterer and the execution or performance by the Bareboat Charterer of this Bareboat Charter and the Transaction Documents to which it is a party, is not, and will not during the Charter Period, be inconsistent with and does not contravene (i) any existing provision of law, statute, decree, rule or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Bareboat Charterer or (iii) any judgment, decree, franchise, permit, agreement, contract or other undertaking to which the Bareboat Charterer is a party or which is binding on the Bareboat Charterer or any of its assets. Subject to the Legal Reservations, each of the Finance Documents to which the Bareboat Charterer may become a party will, when executed, constitute its legal, valid and binding agreement and the execution or performance by the Bareboat Charterer of such Finance Documents will not be inconsistent with and will not contravene (i) any provision of law, statute, decree, rule or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Bareboat Charterer or (iii) any judgment, decree, franchise, permit, agreement, contract or other undertaking to which the Bareboat Charterer is a party or which is binding on the Bareboat Charterer or any of its assets;
(d)
subject to any Legal Reservations, this Bareboat Charter and the Transaction Documents, to which it is a party constitutes the valid and legally binding and enforceable obligations of the Bareboat Charterer ranking at least pari passu with all other of its unsecured obligations and liabilities (actual or contingent) other than any such preferred by law;
(e)
to the best of its knowledge and belief, there are no actions, suits, proceedings, insolvency or creditors’ process, administrative or arbitrations taking place, pending, or, threatened, before any court, administrative agency, arbitrator or governmental body against the Bareboat Charterer, or against any of the assets of the Bareboat Charterer which will, if adversely determined, materially adversely affect or be likely to materially adversely affect the normal operation of the Vessel under this Bareboat Charter;
(f)
the execution, delivery, registration (if necessary) or performance by the Bareboat Charterer of this Bareboat Charter or any transaction herein contemplated or the compliance with the terms hereof does or will not constitute a default under, or result in the creation or imposition of any lien, security interest, charge or Encumbrance upon any property or assets of the Bareboat Charterer pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the Bareboat Charterer is a party or is subject or by which it is bound;

19

Execution Version

(g)
no Termination Event has occurred and/or is continuing;
(h)
on the Delivery Date, no Obligor or any of their respective Subsidiaries, or any of their respective directors, officers or employees, or to the knowledge of the Bareboat Charterer, any persons acting on any of their behalf in connection with the Bareboat Charter is a Restricted Party or is aware of any valid claim, action, suit, proceeding or investigation against it with respect to sanctions by any Sanctions Authority.
(i)
to the best of its knowledge and belief, no event or omission has occurred which entitles any creditor(s) of the Bareboat Charterer to declare any Financial Indebtedness of US$10,000,000 due and payable prior to its specified maturity or to cancel or terminate any loan or other facility or to decline to make any advances or further advance thereunder;
(j)
any and all documents, certificates, statement or other information furnished to the Owner by or on behalf of the Bareboat Charterer in connection with the transactions contemplated hereby or thereby (including but without limitation to, financial information) do or did not at the time when made contain any untrue statement of a fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.
47.2
The representations and warranties contained in this Clause shall be deemed to be made on the date of this Bareboat Charter and repeated by the Bareboat Charterer on each Charter-hire Payment Date as if made with reference to the facts and circumstances existing on such date and the rights of the Owner in respect thereof shall survive delivery or redelivery of the Vessel until the end of the Charter Period or Security Period, whichever is the later.
CLAUSE 48.
OWNER’S REPRESENTATIONS AND WARRANTIES
48.1
The Owner acknowledges that the Bareboat Charterer has entered into this Bareboat Charter in reliance on representations by the Owner in the following terms, and the Owner hereby represents and warrants to the Bareboat Charterer as follows and all representations and warranties of the Owner hereunder shall subsist throughout the Security Period:
(a)
the Owner is a corporation duly organized, registered, validly existing and in good standing under the laws of its establishment jurisdiction, has the corporate power and authority to execute and perform this Bareboat Charter and the Transaction Documents to which it is a party, and to carry on its business as presently conducted and contemplated hereby and thereby;
(b)
all governmental, corporate, shareholder’s and other consents, licenses, approvals, authorizations, waivers and actions necessary for the execution, performance and registration (if appropriate) of this Bareboat Charter, and the Transaction Documents to which it is a party, have been made or obtained and are in full force and effect;
(c)
this Bareboat Charter and the Transaction Documents to which it is a party, constitutes legal, valid and binding obligations of the Owner and the execution or performance by the Owner of this Bareboat Charter and the Transaction Documents to which it is a party, is not, and will not during the Charter Period, be inconsistent with and does not contravene (i) any existing law or regulation of any governmental of official authority or body, or (ii) the constitutional documents of the Owner;
(d)
the execution, delivery, registration (if necessary) or performance by the Owner of this Bareboat Charter or any transaction herein contemplated or the compliance with the terms hereof does or will not contravene any provision of law, statute, decree, rule or regulation to which the Owner is subject or any judgment, decree, franchise or permit applicable to the Owner, or will not conflict with, or result in any breach of, any of the terms, covenants, conditions and provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or Encumbrance upon

20

Execution Version

any property or assets of the Owner pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or is subject or by which it is bound; and
(e)
the Owner has not entered into any Owner’s Loan Agreement without having first provided the Bareboat Charterer with a Quiet Enjoyment Letter.
48.2
The representations and warranties contained in this Clause hereof shall be deemed to be repeated by the Owner on each Charter-hire Payment Date as if made with reference to the facts and circumstances existing on such date and the rights of the Bareboat Charterer in respect thereof shall survive delivery or re-delivery of the Vessel until the end of the Charter Period or Security Period, whichever is later.
48.3
Provided that the Bareboat Charterer does not breach any terms of this Bareboat Charter, the Owner hereby agrees not to disturb or interfere with the Bareboat Charterer’s possession and quiet enjoyment of the Vessel during the Charter Period.
The Owner shall not grant a mortgage to the Mortgagee unless the Bareboat Charterer has received each Quiet Enjoyment Letter duly executed by the Owner and the Mortgagee together with evidence of its due authorisation by such parties.
48.4
Provided that an Acceptable Sub-Charterer does not breach any terms of its Acceptable Sub-Charter, the Owner hereby agrees not to disturb or interfere with such Acceptable Sub-Charterer’s possession and quiet enjoyment of the Vessel during the Charter Period.
BAREBOAT CHARTERER’S UNDERTAKINGS
48.5
The Bareboat Charterer covenants with the Owner and undertakes throughout the Charter Period that the Bareboat Charterer shall, at its own cost,
(a)
provide to the Owner the unaudited quarterly management accounts of the Bareboat Charterer and each Guarantor (in such form as is customarily prepared) as soon as available and in no event later than ninety (90) days after the end of the relevant financial period;
(b)
provide to the Owner the audited annual financial statements of each Guarantor and unaudited annual financial statements of the Bareboat Charterer signed by its chief financial officer as soon as available and in no event later than one hundred and eighty (180) days after the end of its financial year, such accounts and financial statements to be prepared in accordance with US GAAP and audited by Ernst and Young or another internationally recognized accountancy firm approved by the Owner. To the extent that it is required by the Bareboat Charterer and each Guarantor to prepare their financial reports, the Owner will provide a copy of (a) its quarterly unaudited accounts no later than sixty (60) days after the end of the relevant period and (b) its audited financial statements no later than ninety (90) days after the end of the relevant period.
(c)
provide to the Owner as soon as practicable after the same are instituted or known to the Bareboat Charterer, details of any material litigation, arbitration or administrative proceedings involving the Bareboat Charterer or any Obligor, which are reasonably likely to have a Material Adverse Effect on the ability of the Bareboat Charterer or any Obligor to perform its obligations under this Bareboat Charter or, as the case may be, any other Transaction Documents;
(d)
provide to the Owner, promptly following request by the Owner, certified copies of all Class records, Class certificates and survey reports and copies of all management reports;

21

Execution Version

(e)
provide to the Owner, promptly following request by the Owner, all such information as it may from time to time regarding the Vessel, compliance with the ISM Code, the ISPS Code and Annex VI (Regulation for the Prevention of Air Pollution from Ships) to MARPOL, the International Convention on Civil Liability for Bunker Oil Pollution Damage 2001;
(f)
provide to the Owner, as soon as practicable following the request by the Owner, such further information in the possession or control of the Bareboat Charterer with respect to the financial condition and operations of the Bareboat Charterer;
(g)
assist the Owner with any reasonable request to provide relevant documentation or information required by the Owner for the satisfaction of conditions precedent under the Owner’s Loan Agreement, so far as these conditions precedent relate to and reflect the conditions precedent set out in this Bareboat Charter;
(h)
obtain and promptly renew from time to time and will whenever so required promptly furnish certified copies to the Owner of, all such authorizations, approvals, consents and licenses (if any) as may be required under any applicable law or regulation to enable the Bareboat Charterer to perform its obligations under this Bareboat Charter or any other Transaction Documents to which it is a party, or required for the validity or enforceability of this Bareboat Charter or the Transaction Documents to which it is a party, and the Bareboat Charterer shall in all material respects comply with the terms of the same;
(i)
notify the Owner by email of: (i) any damage to the Vessel anticipated to be in excess of the Major Casualty Amount, within 24 hours of the occurrence of the same; (ii) any occurrence resulting in the Vessel becoming or being likely to become a Total Loss, within 24 hours of the occurrence; (iii) any requirement or recommendation made by any insurer or Classification Society, or by any competent authority, which is not complied with within any time limit imposed by such insurer, Classification Society or authority; (iv) any arrest or detention of the Vessel or the exercise or purported exercise of any lien on the Vessel or any requisition of the Vessel for hire, within 24 hours of the occurrence; (v) the occurrence of any Charterer’s Default or any Acceptable Sub-Charterer’s Default.
(j)
at all times ensure the Vessel is operated in compliance with all applicable laws, international and port state conventions, codes and regulations including, without limitation, ISM Code, the ISPS Code and Annex VI to MARPOL and ensure such compliance by the crews, employees, agents and representatives of the Bareboat Charterer and each Manager at all times;
(k)
ensure that the Vessel is in possession of a valid Safety Management Certificate, a valid International Ship Security Certificate and an International Air Pollution Prevention Certificate and in all respects in compliance with all applicable international conventions, codes and regulations, including without limitation the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the ISM Code and the ISPS Code, and ensure such compliance by each Manager and that each Manager shall be in possession of a Document of Compliance appropriate for the Vessel and Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL;
(l)
following an inspection of the Vessel by the Owner or its representatives pursuant to Clause 48.5(m), comply with any requests from the Owner for repairs or works to the Vessel if required to ensure that the Vessel is maintained in the Class and condition required by this Bareboat Charter and if the Bareboat Charterer disputes the need for any such repairs or works the matter shall be referred to the Classification Society whose decision on such matter shall be binding on the Owner and the Bareboat Charterer;

22

Execution Version

(m)
subject to no Termination Event having occurred, once in any period of twelve (12) months, permit the Owner, subject to having given the Bareboat Charterer at least thirty (30) days’ prior written notice and the inspection or survey not interfering with the normal operation and trading of the Vessel, to inspect or survey the Vessel or instruct a duly authorized surveyor or representative to carry out such survey (at their own risk if aboard the Vessel) on its behalf and at the cost of the Bareboat Charterer in order to ascertain the condition of the Vessel and/or to inspect/procure copies of the Vessel's logs and records certified as true by the Vessel's master at any reasonable time or times upon giving a written notice to the Bareboat Charterer. After a Termination Event shall have occurred the Owner may carry out such an inspection or survey at any time and at the cost of the Bareboat Charterer. The Bareboat Charterer shall bear the cost of such inspections including without limitation the fees of any surveyor. The Bareboat Charterer shall afford all proper facilities for such inspections and give the Owner reasonable advance notice of any intended dry-docking of the Vessel where the cost of such dry-docking is likely to exceed US$7,500,000;
(n)
with at least thirty (30) days prior notice by the Owner, to request information relating to the Bareboat Charterer’s offices and to inspect any of the Bareboat Charterer’s assets, premises, books and records relating to the Vessel which accurately reflect in all material respects all of the Bareboat Charterer’s business, affairs and transactions subject to the provision of such information not interfering with the normal operations of the offices of the Bareboat Charterer or the Obligor or causing the Bareboat Charterer or Obligor to breach its confidentiality obligations to third parties or investors;
(o)
do the following:
(i)
comply with all Environmental Laws in relation to using and operating the Vessel and immediately notify the Owner of any Environment Incident;
(ii)
obtain, maintain and ensure compliance with all requisite environmental permits in relation to using and operating the Vessel; and
(iii)
implement procedures to monitor compliance with and to prevent liability under any environmental law applicable to the use and operation of the Vessel;
(p)
carry on and conduct its business in a proper and efficient manner, keep in existence all its material rights and privileges and maintain its books and records, including the log books, in a proper and efficient manner and in the language of English;
(q)
comply in all respects with all laws and contractual obligations to which it is subject if failure so to comply would materially impair its ability to perform its obligations under this Bareboat Charter;
(r)
bear all expenses and all other costs in connection with any survey of the Vessel, if any, including the cost of docking and undocking, if required by the Classification Society and an Acceptable Sub-Charter, as well as all repair costs incurred; and
(s)
comply fully with the provisions of Clause 41 of the Bareboat Charter;
(t)
promptly upon becoming aware of any change of law, advise the owner of any change of law or regulation which is reasonably likely to cause a Material Adverse Effect;
(u)
not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior consent of the Owner;
(v)
except with approval of the Owner, not permit the Vessel to enter or remain in any zone which has been declared a war zone by any applicable government entity or the Vessel’s risk insurers;

23

Execution Version

(w)
except as provided under Clause 40.2, enter into any charter commitment for the Vessel other than this Bareboat Charter and an Acceptable Sub-Charter;
(x)
ensure that the Vessel is maintained by the Managers or another internationally recognised and reputable technical and commercial manager during the Charter Period;
(y)
on an annual basis commencing from the date of this Bareboat Charter, provide to the Owner at its cost, a Valuation for the Vessel carried out by an Approved Valuer, such Valuation to be dated not more than fifteen (15) days before the date the Valuation is required to be provided to the Owner in accordance with this clause;
(z)
throughout the Charter Period ensure that the Vessel is at all times operated and maintained in accordance with the then prevailing and generally accepted industry standards for operation and maintenance of similar vessels;
(aa)
promptly inform the Owner of:-
(i)
any material occurrence of which it becomes aware which has or which might reasonably be expected to have a Material Adverse Effect;
(ii)
any breach under this Bareboat Charter of which it becomes aware and will from time to time, if so requested by the Owner, confirm to the Owner in writing that, save as otherwise stated in such confirmation, no breach has occurred and is continuing;
(ab)
procure that there is no Change of Control without the prior consent of the Owner (such consent not to be unreasonably withheld or delayed);
(ac)
ensure that throughout the Charter Period, the Bareboat Charterer shall maintain in the Operating Account an amount equal to the Charter Hire payable under this Bareboat Charter for one and half (1½) months; and
(dd)
notify the Owner upon immediately becoming aware of any dispute with the any Acceptable Sub-Charterer arising out of or in relation to any Acceptable Sub-Charter if, adversely determined, might reasonably be expected to have a Material Adverse Effect; and
(ee)
notify the Owner within ten (10) Business Days of becoming aware that the Bareboat Charterer or any Acceptable Sub-Charterer is entitled to terminate any Acceptable Sub-Charter.
48.6
The Bareboat Charterer further covenants with the Owner and undertakes that throughout the Charter Period, without prior written approval by the Owner:
(a)
the Bareboat Charterer shall not create or permit to subsist any Encumbrance over the Vessel (save for the Permitted Encumbrances);
(b)
without prejudice to Clause 34, the Bareboat Charterer shall not repudiate or terminate either Management Agreement or amend or vary any of its material terms of, or permit or suffer any amendment or variation of any of its material terms and procure that each Manager at all times shall comply with all relevant international and domestic regulations pertaining to the operation of the Vessel;
(c)
the Bareboat Charterer shall not incur any indebtedness other than any indebtedness incurred in the ordinary course of its business or incurred from any of its shareholders on no worse terms than those available in an arm's length transaction;

24

Execution Version

(d)
the Bareboat Charterer shall not acquire any assets other than assets acquired in the ordinary course of its business or acquired from any of its shareholders on no worse terms than those available in an arm's length transaction;
(e)
the Bareboat Charterer shall only proceed with an MLP on the following conditions:
(1)
Golar MLP or Golar OpCo (as relevant) shall have granted a replacement Shares Security in respect of the Bareboat Charterer to the Owner in form and substance acceptable to the Owner; and
(2)
the Bareboat Charterer, Golar OpCo, Golar MLP shall deliver to the Owner such documents as the Owner may require in connection with the MLP, including any corporate authorisations for the Bareboat Charterer, Golar OpCo and Golar MLP of the nature described in Clause 59.1(2) of the Bareboat Charter, any additional “know your customer” documentation for Golar OpCo the Owner may reasonably require, any Group Structure Chart and any legal opinions required by the Owner.
Upon the occurrence of an MLP, and once all conditions referred to in this Clause 48.6(e) have been fulfilled, the Owner will release GLNG from its obligations under the (i) the Shares Security and (ii) any further documentation entered into by GLNG in respect of obligations under the Finance Documents and (iii) if appropriate, the Bareboat Charter Guarantee.
(e)
the Bareboat Charterer shall not terminate any Acceptable Sub-Charter or enter into mitigation or dispute resolution procedures regarding a material dispute with any Acceptable Sub-Charterer unless approved by the Owner (such consent not to be unreasonably withheld or delayed) and shall do so if instructed by the Owner (acting reasonably); and
(f)
the Bareboat Charterer shall not agree to any material modification or changes to the specifications set out in any Acceptable Sub-Charter without the Owner's prior written consent (such consent not to be unreasonably withheld or delayed) save for Permitted Amendments.
CLAUSE 49.
PURCHASE OPTION, PURCHASE OBLIGATION AND PUT OPTION
49.1
The Bareboat Charterer shall have the option (the “ Purchase Option ”) to purchase the Vessel on an “as is, where is” basis and to terminate this Bareboat Charter on any Purchase Option Date, provided that:
(a)
no Termination Event has occurred and is continuing, and no other event has occurred, which with the giving of notice and/or lapse of time would, if not remedied, would constitute a Termination Event;
(b)
the Bareboat Charterer shall serve the Owner with at least three (3) months prior written notice, which shall notify the Owner of its intention to exercise its purchase option and terminate this Bareboat Charter pursuant to this Clause 49.1 and shall specify the intended Purchase Option Date; and
(c)
on or before the intended Purchase Option Date, pay to the Owner the Purchase Option Price calculated in accordance with Appendix III of this Bareboat Charter.
49.2
In the event that the Bareboat Charterer exercises the Purchase Option and has fully satisfied its obligations under the said Clause 49.1, the Owner shall transfer to the Bareboat Charterer (or its nominee) all of the Owner’s rights, title and interests in and to the Vessel on the basis of "as is, where is" with any mortgage created pursuant to a Security Document and any Mortgagee’s mortgage fully discharged and free from all other Encumbrances caused by the Owner. All registration, reasonable legal or other expenses whatsoever incurred in transferring the title from

25

Execution Version

the Owner to the Bareboat Charterer (or its nominee) shall be payable by the Bareboat Charterer immediately upon demand by the Owner.
49.3
In the event that the Bareboat Charterer exercises the Purchase Option the Bareboat Charterer shall (i) pay to the Owner, in addition to the Purchase Option Price referred to in Clause 49.1(c), a prepayment fee in an amount equal to 0.75% of the Purchase Option Price and (ii) indemnify the Owner on demand for any and all reasonable liabilities, losses, costs and expenses incurred by the Owner (including costs in relation to the termination of any USD interest rate swaps) pursuant to this Clause 49.
49.4
If no Purchase Option has been exercised by the Bareboat Charterer during the Charter Period, on the last day of the Charter Period, the Bareboat Charterer shall be obliged to purchase the Vessel from the Owner at the Purchase Obligation Price (the “ Purchase Obligation ”). Upon payment by the Bareboat Charterer of the Purchase Obligation Price, the Owner shall transfer to the Bareboat Charterer (or its nominee) all of the Owner’s rights, title and interests in and to the Vessel on the basis of "as is where is" with any mortgage created pursuant to a Security Document and the Mortgagee’s mortgage fully discharged and free from other Encumbrances caused by the Owner and without any further representation or warranty from the Owner. All registration, reasonable legal or other expenses directly incurred in transferring the title from the Owner to the Bareboat Charterer (or its nominee) shall be for the Bareboat Charterer’s account. If the Bareboat Charterer fails to comply with the Purchase Obligation and pay the Purchase Obligation Price within five (5) days from the date the Owner notifies the Bareboat Charter of its Purchase Obligation, the Owner shall be entitled to terminate the Bareboat Charter forthwith in accordance with Clause 45.
49.5
If (a) after a period of 24 months from Delivery, the Bareboat Charterer has not entered into an Acceptable Sub-Charter, or if (b) after a period of 24 months commencing from the earlier of (i) the Bareboat Charterer receiving notice of termination from any Acceptable Sub-Charterer under any Acceptable Sub-Charter and (ii) the time when an Acceptable Sub-Charter is terminated, repudiated, rescinded or cancelled for any reason whatsoever, the Bareboat Charterer has not entered into a comparable time charter on terms and conditions acceptable to the Owner, the Owner shall be entitled to require the Bareboat Charterer to purchase the Vessel (as is, where is) (a “ Put Option ”) at the Purchase Option Price set out in Appendix III of this Bareboat Charter). The Put Option shall be deemed to be exercised forthwith upon the giving of notice in writing by the Owner to the Bareboat Charterer immediately. In addition, the Bareboat Charter shall pay the Owner a prepayment fee in an amount equal to 0.75% of the Purchase Option Price ( such prepayment fee together with the Purchase Option Price a “ Put Option Price ”). In addition, the Bareboat Charter shall indemnify the Owner on demand for any and all reasonable liabilities, losses, costs and expenses incurred by the Owner (including costs in relation to the termination of any USD interest rate swaps) pursuant to this Clause 49.5. Failure to comply with this Clause 49.5 constitutes a Termination Event within the meaning of Clause 44 and entitles the Owner to terminate the Bareboat Charter in accordance with Clause 45.
The Put Option shall be deemed to be exercised forthwith upon the giving of notice in writing by the Owner to the Bareboat Charterer. In addition, the Bareboat Charterer shall indemnify the Owner on demand for any and all reasonable liabilities, losses, costs and expenses incurred by the Owner (including costs in relation to the termination of any USD interest rate swaps) pursuant to this Clause 49.5. Failure to comply with this Clause 49.5 constitutes a Termination Event within the meaning of Clause 44 and entitles the Owner to terminate forthwith, the Bareboat Charter in accordance with Clause 45.
49.6
Both the Owner and the Bareboat Charterer agree to use the form of Vessel Buyback Agreement set out in Appendix II of this Bareboat Charter for the transfer as described in this Clause 49.
CLAUSE 50.
REDELIVERY OF VESSEL
50.1
Redelivery of the Vessel shall occur if the Bareboat Charter is terminated in accordance with Clause 45 and the Owner elects to retake possession of the Vessel. Pending the actual

26

Execution Version

Redelivery, the Bareboat Charterer shall be obliged at its own cost, to take such action as Owner may prescribe to protect the Vessel.
50.2
Without prejudice to Clause 45 ( Owner’s Right on Termination ), at the risk, time and expense of the Bareboat Charterer, the Bareboat Charter shall demobilise the Vessel and redeliver the same to the Owner hereunder within thirty (30) days of the date of the notice for Redelivery by the Owner: (i) subject to compliance with insurance policies, at the nearest safe and available port practical for the Bareboat Charterer without hindrance or interference by the courts or local authorities, or at such other port as the parties may mutually agree, within the permitted redelivery range contained herein and without prejudice to its obligations herein; (ii) with her Class maintained without any conditions or recommendation; (iii) free of average damage affecting the Vessel’s Class; (iv) with all the Vessel’s Classification, trading, national and international certificates, valid and un-extended without conditions or recommendation and falling due for a minimum of three (3) months from the time of redelivery; (v) in the same or as good structure, state, condition and Class as that in which she was deemed to be delivered under Clause 3 of Part II of this Bareboat Charter, fair wear and tear not affecting Class excepted; (vi) with all such spare parts and other equipment (or equivalent replacements) she had at the time of Delivery under this Bareboat Charter; (vii) having been dry-docked in accordance with the rules and regulations of the Classification Society; (viii) having had her underwater parts treated with ample anti-fouling to last for the ensuing period up to the next scheduled dry docking of the Vessel; (ix) free of any cargo and passengers (unless otherwise agreed by the Owner); (x) with all information generated during the Charter Period in respect of the use, possession, operation, navigation and the physical condition of the Vessel, whether or not such information is contained in the Bareboat Charterer’s equipment, computer or property; (xi) deletion of any bareboat charter registration in favour of the Bareboat Charterer and reinstatement of the underlying registry in favour of the Owner if applicable; and (xii) on or before redlivery, a fully executed deed of novation to novate the Bareboat Charterer’s rights under Article XIII of the Building Contract to the Owner, if applicable.
50.3
The Owner shall, during the period of thirty (30) days prior to the end of the Charter Period, be entitled (subject to the Bareboat Charterer not having exercised its Purchase Option at that time), at its own risk, expense and time, to place one or more representatives on board the Vessel for familiarization purposes. The representative(s) to be subject to the Bareboat Charterer's policies at Owner's risk, expense, and time. The Vessel shall be deemed to be repossessed by the Owner from the Bareboat Charterer upon the Vessel’s arrival at the port referred to in Clause 50.2 and the Owner’s confirmation of receipt of the Vessel.
50.4
Without prejudice to the generality or the provisions of Clause 48.5(l), (m) and (n), Part II, any inspection of the Vessel carried out pursuant thereto may include an under-water inspection of the Vessel provided that the same shall be carried out during such time as she is in port.
50.5
Such inspection of the Vessel's parts below the deepest load line shall be carried out by a Class-approved diver with the Class surveyor in attendance at the Owner's risk and expense on arrival at port of redelivery. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective, so as to affect the Vessel's certificate of Class, such defects shall be made good at the Bareboat Charterer's expense and time to the reasonable satisfaction of the Classification Society.
CLAUSE 51.
INDEMNITY
51.1
The Bareboat Charterer agrees that is shall at all times during this Bareboat Charter assume all liability for and shall defend, indemnify and hold Owner harmless from and against:
(a)
any and all reasonable and documented costs and expenses directly incurred by the Owner as a result of its entering into of this Bareboat Charter, the Transaction Documents and the Security Documents, including without limitation the costs, expenses, fees, charges for legal services, evaluation, consultancy, survey, registration of relevant charges, perfection of any securities and others arising out of or in connection with this Bareboat

27

Execution Version

Charter (for the avoidance of doubt, the Bareboat Charterer shall have the benefit of any fee cap or other fee arrangement agreed by the Owner with its advisers);
(b)
any and all reasonable and documented costs and expenses directly incurred in connection with this Bareboat Charter and any Security Document or the Vessel, and any costs, charges, or expenses which the Bareboat Charterer have agreed to pay under this Bareboat Charter and shall be claimed or assessed against or paid by the Owner;
(c)
any Taxes (as defined in Clause 39.4) imposed on, or suffered by, the Owner;
(d)
any and all Losses suffered or incurred by the Owner and arising directly or indirectly out of the design, manufacture, delivery, non-delivery, purchase, importation, registration, ownership, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or otherwise in connection with the Vessel including but not limited to those Losses described in Clause 45.3 and including any and all claims in tort or in contract by a sub-charterer of the Vessel from the Bareboat Charterer or by the holders of any Bills of Lading issued by the Bareboat Charterer;
(e)
any and all Losses suffered or incurred by the Owner which result directly or indirectly from claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;
(f)
any and all Losses suffered or incurred by the Owner (acting reasonably) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom;
(g)
any and all Losses suffered or incurred by Owner as a result of any termination of any Acceptable Sub-Charter due to the act or omission of the Bareboat Charterer or the Acceptable Sub-Charterer including but not limited to all reasonable costs directly or indirectly incurred in connection with selling the Vessel pursuant to Clause 43.1 and Redelivery pursuant to Clause 50, unless caused by the Owner;
(h)
any and all Losses suffered or incurred by the Owner with respect to or as a direct result of the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Bareboat Charterer;
(i)
any and all Losses incurred or suffered by the Owner in liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and
(j)
any and all Losses suffered or incurred by the Owner arising directly or indirectly under the Building Contract and including any and all claims in tort or in contract by the Builder.
51.2
If, under any applicable law, whether as a result of judgment against the Bareboat Charterer or the liquidation of the Bareboat Charterer or for any other reason, any payment to be made by the Bareboat Charterer under or in connection with this Bareboat Charter is made or is recovered in a currency other than the currency (the " currency of obligation ") in which it is payable pursuant to this Bareboat Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities

28

Execution Version

permitted by the applicable law) falls short of the amount unpaid under this Bareboat Charter, the Bareboat Charterer shall as a separate and independent obligation, fully indemnify the Owner against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange' means the best rate at which the Owner is able on the relevant date to purchase the currency of obligation with the other currency.
51.3
The indemnities contained in this Clause 51, and each other indemnity contained in this Bareboat Charter, shall survive any termination or other ending of this Bareboat Charter and any breach by, or repudiation or alleged repudiation by, the Bareboat Charterer or the Owner of this Bareboat Charter.
51.4
All moneys payable by the Bareboat Charterer under this Clause 51 shall be paid on demand but in any event within five (5) Business Days after the date of the Owner’s demand.
CLAUSE 52.
COMMUNICATION
Except as otherwise provided for in this Bareboat Charter, all notices or other communications under or in respect of this Bareboat Charter to either party hereto shall be in writing and shall be made or given to such party at the address or facsimile number or email appearing below. In the event that any change of address or facsimile number or email has been made by one party, then such party is liable to notify the other party without any delay in writing by both email and registered mail. Failure to give such notice of change or failure to give such notice in time shall justify the communications addressed to the party at their last known address as sufficient.
(a)
In the case of the Owner:
Postal Address:
CMB financial leasing Ltd, 21F, China Merchants Bank Building, No. 1088, Lujiazui Ring Road, Shanghai, China. 200120
Attention:     Ms. Lu Chang
Email:    zyzlsceb@cmbchina.com/luchang1129@cmbchina.com
Fax:    +86 21 6105 9992
  
(b)
In the case of the Bareboat Charterer:

Postal Address:
c/o Golar Management Ltd, 13th Floor, 1 America Square,     17 Crosswall, London, EC3N 2LB, United Kingdom
Attention:    Mr. Brian Tienzo
Email:    brian.tienzo@golar.com
Fax:     +44 (0)207 063 7901
    
Any communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place. Subject always to the foregoing sentence, any communication by personal delivery shall be deemed to be received upon receipt by the addressee, that by registered mail shall be deemed to be delivered seven (7) days after the date of dispatch, express courier service shall be deemed to be delivered five (5) days after the date of dispatch, telefax acknowledged by the answerbacks shall be deemed to be delivered upon dispatch, and email shall be deemed to be delivered upon the subject email has been removed to the “sent” box on the sending computer.
All communications and documents delivered pursuant to or otherwise relating to this Bareboat Charter shall be either in English or accompanied by a certified English translation.
CLAUSE 53.
LAW AND JURISDICTION
53.1
Governing law

29

Execution Version

This Bareboat Charter and any non-contractual obligations connected with it are governed by and shall be construed in accordance with English law.
53.2
Proceedings
(a)
The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Bareboat Charter (including a dispute regarding the existence, validity or termination of this Deed) (a Dispute ).
(b)
The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and, accordingly, that they shall not argue to the contrary.
(c)
Clauses 53.2(a) and 53.2(b) are for the benefit of the Owner only. As a result, the Owner shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owner may take concurrent proceedings in any number of jurisdictions
CLAUSE 54.
NO PARTNERSHIP OR AGENCY
Nothing in this Bareboat Charter is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
CLAUSE 55.
SEVERABILITY CLAUSE
If at any time any provision of this Bareboat Charter is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, it may be severed from this Bareboat Charter and neither the legality, validity or enforceability of the remaining provisions of this Bareboat Charter, nor the legality, validity or enforceability of any such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.
CLAUSE 56.
THIRD PARTY RIGHTS
Unless expressly identified in this Bareboat Charter, no third parties shall have the right to enforce or apply any term hereof and the Contracts (Rights of Third Parties) Act 1999 is expressly excluded.
CLAUSE 57.
CUMULATIVE RIGHTS AND NO WAIVER
The rights of one party hereof may be exercised as often as necessary, are cumulative and not exclusive of its rights under applicable laws or otherwise and may be waived only in writing and specifically. Failure to exercise, or any delay in exercising, by one party hereof, any right or remedy hereof shall not operate as a waiver of any such right or remedy or constitute an election to affirm any agreement hereof. No election to affirm any agreement on the part of the Owner 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.
CLAUSE 58.
CONFIDENTIALITY
The Owner and the Bareboat Charterer hereby acknowledge that this Bareboat Charter and its terms hereof, including its existence, are confidential. Therefore, each party undertakes to keep, preserve and protect the confidentiality of the terms of this Bareboat Charter in particular by not disclosing such terms to any third party without the express prior approval of the other party. Notwithstanding the foregoing provisions, each party may disclose Confidential Information:-

58.1
to its directors, employees, advisors, consultants, agents, subcontractors and Affiliates who have a need to know for the performance of the Project and the Bareboat Charter and who have been informed of the obligations of confidentiality herein, and each Party shall ensure that its directors,

30

Execution Version

employees, advisors, consultants, agents, subcontractors and Affiliates comply with this Clause 58;

58.2
to financial advisors, investment bankers, underwriters, brokers, lenders or other lending or financial institution advising on, providing or considering the provision of financing to the receiving Party;

58.3
to any third party to whom is required to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

58.4
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administration or other proceedings or disputes in respect of the terms of this Bareboat Charter;
CLAUSE 59.
CONDITIONS PRECEDENT
59.1
The effectiveness of this Bareboat Charter (save for Clauses 39.2 which shall become effective immediately upon the execution of this Bareboat Charter) shall be subject to the fulfilment of the following conditions precedent:
(a)
the Owner’s receipt of the following documents (where applicable, in a form and substance reasonably required by the Owner):
(i)
certified true copies of the up-to-date Certificate of Incorporation and the Memorandum and Articles of Association (or, in each case, its equivalent in its place of incorporation) of each Obligor;
(ii)
an original copy of the up-to-date Good Standing Certificate of each Obligor (or its equivalent in its place of incorporation);
(iii)
such documentary evidence (including the board of directors' resolutions) legally sufficient to show the due corporate approval by any Obligor of this Bareboat Charter and any Transaction Documents to which such Obligor is a party and the due authorisation by such Obligor in favour of a person or persons to execute for and on behalf of such Obligor this Bareboat Charter and any Transaction Documents to which such Obligor is a party and any other notices and documents required in connection therewith, amongst other things, including:
A.
such Obligor’s certified copy of board of directors' resolutions or, in the case of the Bareboat Charterer only, shareholders’ resolutions which approves the transaction contemplated therein; and
B.
in the case of the Bareboat Charterer only, notarized, or in respect of each other Obligor, copy of Power of Attorney in favour of the signatory/ies by such Obligor in respect of any Transaction Document to which such Obligor is a party
together with confirmation that such documentary evidence is in full force and effect and not revoked or withdrawn,
where a “certified true copy” is required, it means a true and complete copy of the relevant documents certified by an English qualified lawyer;
(b)
a certificate of incumbency of each Obligor including a list of those signatories of the applicable party who are authorised to execute the Transaction Documents to which such Obligor is a party together with specimen signatures;

31

Execution Version

(c)
a certificate of the Bareboat Charterer (signed by a Director or officer), confirming that guaranteeing or securing, as appropriate, the Bareboat Charter would not cause any guarantee, security or similar limit binding on any Obligor to be exceeded;
(d)
a copy of each of the Project Documents, duly executed by the parties thereto, dated and certified as a true and complete copy thereof by a duly authorised officer and/or the company secretary of the Bareboat Charterer in an officer’s certificate which contains the confirmation (if applicable) that these documents have not been amended from the versions provided to the Owner prior to the date of this Bareboat Charter;
(e)
a copy of any authorisation or other document, opinion or assurance which the Owner considers to be necessary (if it has notified the Bareboat Charter accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document (as relevant on Delivery only);
(f)
fulfilment of all conditions precedent to the sale of the Vessel under the MOA and evidence of delivery of the Vessel pursuant to the MOA;
(g)
the Group Structure Chart;
(h)
agreed form legal opinions from:
(i)    Bermudan counsel;
(ii)    Norwegian counsel;
(iii)    Marshall Islands counsel;
(iv)    English counsel; and
(v)    any other relevant jurisdiction(s) required by the Owner,
in each case addressed to the Owner and substantially in the form approved by the Owner prior to signing this Bareboat Charter (together with evidence that each signed legal opinion will be issued promptly following the effectiveness of this Bareboat Charter);
(i)
a final opinion in form and substance satisfactory to the Owner from the Insurance Advisor as to the adequacy of the planned Insurances in respect of the Vessel.
(j)
Financial Statements in respect of the Bareboat Charterer as at their respective last financial year;
(k)
evidence of acceptance of appointment by each service of process agent appointed or required to be appointed under the Transaction Documents by an Obligor;
(l)
such documentary evidence relating to the Bareboat Charterer and each Guarantor as the Owner may require to satisfy its “know your customer” regulatory obligations;
(m)
evidence that all fees, costs and expenses due under the Bareboat Charter and each Transaction Document have been paid by the Bareboat Charterer; and
(n)
evidence satisfactory to the Owner than the Vessel is registered with the Flag State(s).
The conditions as set out above in Clause 59.1 may be waived by the Owner in whole or in part, with or without conditions, without prejudicing the right of the Owner to require fulfilment of such conditions in whole or in part at any time after this Bareboat Charter becomes effective;

32

Execution Version

59.2
As condition precedent to delivery of the Vessel under this Bareboat Charter, the Bareboat Charterer shall prior to or on the Delivery Date, obtain and deliver to the Owner the following documents in form and substance satisfactory to the Owner:
(a)
evidence as supported by the insurance broker’s original statement (including all insurance policies) that the Vessel is adequately insured in accordance with the provisions of this Bareboat Charter, draft of which shall be provided to the Owner for comments and or approval at least five (5) Business Days before the Delivery Date;
(b)
duly executed original Security Documents in favour of the Owner (together with all notices, consents, acknowledgements, letters and other documents required to be received, given or exchanged pursuant to the aforesaid Security Documents other than the letter of undertakings from the Approved Brokers and Approved Insurers);
(c)
certified copy of each Management Agreement;
(d)
copy of the valid and current Document of Compliance under the ISM Code in respect of each Manager; and
(e)
on the Delivery Date, each of the representations and warranties contained in Clause 47 being true and correct in all material respects by reference to the facts and circumstances then existing.
The conditions precedent set out in this Clause 59.2 are for the sole benefit of the Owner and may be waived by the Owner in whole or in part, with or without conditions, on or before the execution of this Bareboat Charter and/or Delivery Date without prejudicing the right of the Owner to require fulfilment of such conditions in whole or in part at any time thereafter.
CLAUSE 60.
CONDITIONS SUBSEQUENT
60.1
The continued effectiveness of this Bareboat Charter shall be subject to the fulfilment of the following conditions subsequent:
(a)
within ten (10) Business Days of Delivery a copy of the Vessel’s International Ship Security certificate (ISSC);
(b)
within ten (10) Business Days of Delivery a copy of the Vessel’s Safe Manning Certificate (SMC); and
(c)
from time to time, any document that the Mortgagee may reasonably require in connection with this Bareboat Charter.
CLAUSE 61.
FURTHER AMENDMENTS
Notwithstanding all other terms and conditions herein, if the Mortgagee reasonably requires any amendment, modification or supplement to this Bareboat Charter which does not materially impact the underlying commercial terms outlined in this Bareboat Charter and the Transaction Documents nor the rights, title and interests of the Bareboat Charterer pursuant to this Bareboat Charter and the Transaction Documents, both parties shall negotiate in good faith with the Mortgagee with a view to agreeing any such reasonable amendment, modification or supplement so required and deliver and sign all relevant documents without undue delay with the costs of such amendment, modification or supplement to be for the account of the Owner
CLAUSE 62.
NOMINATION
The Owner shall have the right, subject to the prior consent of the Bareboat Charterer having been obtained, at any time before Delivery, to nominate (the “ Nominee ”) one of its Affiliates or Subsidiaries as the owner to perform this Bareboat Charter. The Bareboat Charterer shall enter into such documents

33

Execution Version

as are required to give effect to such nomination, including but without limitation to, issuing a new Bareboat Charter Guarantee in favour of the Nominee.
The Owner shall procure that any nominee shall not undertake any business other than the ownership, chartering and financing of the Vessel and shall incur no obligations or liabilities other than those under this Bareboat Charter, the other Transaction Documents and the Finance Documents to which it is a party.
CLAUSE 63.
REGISTRATION
For the purpose of recording this Bareboat Charter pursuant to Section 302A of Chapter 3 of the Maritime Act 1990 (as amended) of the Republic of Marshall Islands, the total amount of all charter hire payments and purchase option amounts payable, or which may become payable under this Bareboat Charter is US$254,574,503 plus interest, indemnities, expenses, fees and performance of Bareboat Charter covenants. The Official Number of the Vessel is 4982. The discharge amount is the same as the total amount.
CLAUSE 64.
ADDITIONAL CLAUSES
Clause 32 to Clause 65 (the “ Additional Clauses ”) form an, integral and indispensable part of this Bareboat Charter and shall be read together with Part I to Part IV of this Bareboat Charter, in case of any conflict between the Additional Clauses and Part I to Part IV of this Bareboat Charter, the Additional Clauses shall prevail.
CLAUSE 65.
CONCLUSIVE AGREEMENT
This Bareboat Charter (composed of, (i) Part I, Part II, and in the case where both party agree to apply either of or all of the optional Part III and Part IV, of the standard BIMCO Barecon 2001 with agreed and or logical amendments; (ii) Clause 32 to Clause 65 of the Additional Clauses; and, (iii) together with its attachments, appendices and schedules) contains the entire agreement and understanding between the parties and supersedes any prior or inconsistent agreements, negotiations, term sheet, representations and promises, written or oral between the parties respecting the subject matter hereof.
Neither Party shall be entitled to rely on any representations or statements made during negotiations other than to the extent that the same are expressly included in the Bareboat Charter and its appendices.
Without prejudice to Clause 61 ( Further Amendments ) hereof, no modification of this Bareboat Charter shall be binding on either party unless in writing and signed by duly authorized representatives of both parties specifically mentioning that it is amending this Bareboat Charter. No modification shall be effected by any type of acknowledgement, order confirmation, sale documents, invoices or similar documents stipulating different conditions by the Bareboat Charterer, and the Owner hereby gives notice of its objection to, and rejection of, any additional or different terms or conditions in any such document. No course of prior dealings, no usage of the trade and no course of performance shall be used to modify, supplement or explain any terms used herein or in any contract between the Owner and the Bareboat Charterer executed in conjunction with this transaction.

34

Execution Version

APPENDIX I

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE


KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned, ______________________ , a corporation organized and existing under the laws of the ______________________ having its registered office at ______________________ (hereinafter called the “ Owner ”) does hereby deliver the vessel described hereunder (hereinafter called the “ Vessel ”) to ______________________, a corporation organized and existing under the laws of the ______________________, having its registered office at ______________________ (hereinafter called the “ Charterer ”) as charterer and the Charterer has accepted delivery of the Vessel at ______________________ hour (local time) on ______________________, ______________________ pursuant to the terms of the Bareboat Charter Party dated ______________________, ______________________ made between the Owner and the Charterer, and as amended from time to time. The Charter Period shall be deemed to have commenced at the Delivery Date as defined under the Bareboat Charter Party.

Type of Vessel    :    
Name of Vessel    :    M.V. “______________________”
(to be renamed as “______________________”)
IMO No.    :    ______________________

The fully authorized representative of the Owner and the fully authorized representative of the Charterer have duly executed this Protocol of Delivery and Acceptance.



THE OWNER




By: ______________________
Name:
Title: Director / Attorney-in-fact
THE CHARTERER




By: ________________________
Name:
Title: Director / Attorney-in-fact



35

Execution Version

APPENDIX II

FORM OF VESSEL BUYBACK AGREEMENT



36

Execution Version

APPENDIX III

PURCHASE OPTION PRICE


End of Charter Year
Purchase Option Price (USD)
3
194,100,000
4
181,200,000
5
167,800,000
6
153,400,000
7
138,000,000
8
121,600,000
9
104,300,000


Each Purchase Option Price set out above is the price calculated based on the assumption that the Bareboat Charterer is to exercise the relevant Purchase Option on the last day of each of the 3 rd , 4 th, 5 th , 6 th , 7 th , 8 th or 9 th year after the Delivery Date (each a Purchase Option Date). If however after the first Purchase Option Date (being the last day of the 3 rd year after the Delivery Date) the Bareboat Charterer elects to exercise its Purchase Option on a date (Actual Option Exercise Date) other than a Purchase Option Date, provided that such date is within a 6-month period prior to a Purchase Option Date, the relevant Purchase Option Price corresponding to such Purchase Option Date shall be adjusted according to the Charter-hire paid by the Bareboat Charterer to the Owner up to such Actual Option Exercise Date.



37

Execution Version

APPENDIX IV

FORM OF DIRECT AGREEMENT

38

Execution Version

EXECUTION PAGE


BAREBOAT CHARTERER
 
 
SIGNED by Pernille Noraas
For and on behalf of
GOLAR LNG NB13 CORPORATION
In the presence of
)
)
)
/s/ Pernille Noraas
Attorney-In-Fact
 
 
Signature/Title

ACKNOWLEDGEMENT OF THE BAREBOAT CHARTERER

CITY OF LONDON

COUNTRY OF KINGDOM OF ENGLAND

On this 18th day of November 2015, before me personally appeared Pernille Noraas who, being by me duly sworn, deposes and says that he/she resides at 13 th Floor, 1 America Square, 17 Crosswall, London, EC3N 2LBG; that he/she is Attorney-in-Fact for GOLAR LNG NB13 CORPORATION the corporation described in and which executed the foregoing instrument; and that he/she signed his/her name thereto by order of the Board of Directors of said corporation and the said instrument is the act and deed of said corporation.




/s/ Eleonora A. Ceolin
Notary Public/Special Agent









39

Execution Version

OWNER
 
 
SIGNED by Zhou Ling
For and on behalf of
SEA 24 LEASING CO. LIMITED
In the presence of
)
)
)
/s/ Zhou Ling
Director
 
 
Signature/Title

ACKNOWLEDGEMENT OF THE OWNER

CITY OF ________________________

COUNTRY OF ___________________


On this ________ day of __________________________________ 2015, before me personally appeared____________________________________ who, being by me duly sworn, deposes and says that he/she resides at ___________________________________________________________; that he/she is Attorney-in-Fact for SEA 24 LEASING CO. LIMITED the corporation described in and which executed the foregoing instrument; and that he/she signed his/her name thereto by order of the Board of Directors of said corporation and the said instrument is the act and deed of said corporation.



_________________________________
Notary Public/Special Agent


40

Execution Version

Acknowledgment

On this November 19 th , 2015, before me personally came ZHOU LING, being by me duly sworn, deposed and said that she is Director for SEA 24 LEASING CO. LIMITED, the corporation (or company) described in and which executed the foregoing instrument; and that she signed her name thereto by order of the Board of Directors of said corporation and the said instrument is the act and deed of said corporation.

In witness whereof, I have hereto set my hand and affixed my official seal, at Shanghai.



/s/ Leon Wu

Leon Wu
Deputy Commissioner of Maritime Affairs
of the Republic of the Marshall Islands







41
 

SIDE LETTER TO THE COMMON TERMS AGREEMENT DATED 19 NOVEMBER 2015 IN RESPECT OF FINANCING FOR “GOLAR TUNDRA” TO GOLAR LNG NB13 CORPORATION (THE “LETTER”)


To:    

Golar LNG NB13 Corporation

c/o Golar Management Ltd
13th Floor, 1 America Square
17 Crosswall, London EC3N 2LB
United Kingdom

(the Seller and Bareboat Charterer )
 
Golar LNG Partners LP

c/o Golar Management Ltd
13th Floor, 1 America Square
17 Crosswall, London EC3N 2LB
United Kingdom

Golar LNG Limited

c/o Golar Management Ltd
13th Floor, 1 America Square
17 Crosswall, London EC3N 2LB
United Kingdom

(the Guarantors )

24 March 2016


Dear Sirs

Common Terms Agreement dated 19 November 2015 made between Golar LNG NB13 Corporation as seller, Golar LNG NB13 Corporation as bareboat charterer, Golar LNG Partners LP and Golar LNG Limited as guarantor, Sea 24 Leasing Co. Limited as buyer and Sea 24 Leasing Co. Limited as owner in respect of financing of “Golar Tundra” (the “Common Terms Agreement”)

We refer to the Common Terms Agreement. Terms defined in the Common Terms Agreement have the same meaning when used in this Letter.

1
The Common Terms Agreement shall, with effect on and from the date hereof, be (and it is hereby) amended by:
1.1
deleting the definition of “Charter-hire Payment Date” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:
Charter-hire Payment Date means each of the dates falling at one (1) calendar month intervals from the Delivery Date and the first Charter-hire Payment Date falling on the Delivery Date provided that should any Charter-hire Payment Date fall on a day other than a Business Day, such Charter-hire Payment Date shall be brought forward to the immediately preceding Business Day
1.2
deleting the definition of “Interest Rate” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:

1
    


 

Interest Rate means the aggregate quarterly rate of the Margin and three (3) months LIBOR
1.3
deleting the definition of “Quotation Day” in clause 1.1 of the Common Terms Agreement and replacing with the following new definition:
Quotation Day means, in relation to any three (3) month period for which an interest rate is to be determined, five (5) Business Days before the first day of that period unless market practice differs in the Interbank Market for currency, in which case the Quotation Day for that currency shall be determined by the Lender or the Owner in accordance with market practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than one day, the Quotation Day will be the last of those days)
2
Notwithstanding any provision to the contrary in the Finance Documents, the parties have agreed that the Variable Charter-Hire under the Bareboat Charter in respect of the months of March 2016 and April 2016 shall be calculated by reference to the three (3) months LIBOR in February 2016.

3
Save as otherwise set out in this Letter, the other arrangements, terms and conditions under the Common Terms Agreement remain unchanged and shall continue in full force and effect.

4
References in the Common Terms Agreement to “this Agreement” shall, with effect from the date hereof and unless the context otherwise requires, be references to the Common Terms Agreement as amended by this Letter and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Common Terms Agreement shall be construed accordingly.

5
References in any of the Finance Documents to the “Common Terms Agreement” shall, with effect from the date hereof and unless the context otherwise requires, be references to the Common Terms Agreement as amended by this Letter.

6
This Letter is a Finance Document under, and as such term is defined in, the Common Terms Agreement.

7
This Letter 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 Letter.

8
This Letter may not be amended or waived except in writing by the parties to this Letter.

9
Clause 7 ( Law and Jurisdiction ) of the Common Terms Agreement shall apply to this Letter, mutatis mutandis .

Kindly acknowledge your agreement to the above by counter-signing below and returning to us a copy of this Letter.

Yours faithfully


/s/ ZHOU LING        
SEA 24 LEASING CO. LIMITED
(in its capacity as Buyer and Owner)
Date: 24 March 2016


THE SELLER

/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR LNG NB13 CORPORATION
Date: 23 March 2016



2
    


 











THE BAREBOAT CHARTERER

We accept and agree the terms of this Letter and confirm that each of the Security Documents to which we are a party, and our respective obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Common Terms Agreement by this Letter.


/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR LNG NB13 CORPORATION
Date: 23 MARCH 2016



THE GUARANTORS

We accept and agree the terms of this Letter and confirm that each of the Security Documents to which we are a party, and our respective obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Common Terms Agreement by this Letter.


/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR LNG PARTNERS LP
Date: 23 MARCH 2016



We accept and agree the terms of this Letter and confirm that each of the Security Documents to which we are a party, and our respective obligations thereunder, shall remain in full force and effect notwithstanding the amendments made to the Common Terms Agreement by this Letter.

/s/ PERNILLE NORAAS
Signed by                    
for and on behalf of
GOLAR LNG LIMITED
Date: 23 MARCH 2016


3
    

LETTERAGREEMENTEXECUT_IMAGE1.GIF

May 17, 2016
Golar Partners Operating LLC
c/o Golar Management Limited
13th Floor
One America Square
17 Crosswall
London EC3N 2LB
England

Golar LNG Limited
S.E. Pearman Building, 2nd Floor
9 Par-la-Ville Road
Hamilton HM 11 Bermuda

Reference is made to (i) the Purchase and Sale and Agreement, dated as of February 10, 2016 (the “Agreement”), by and between Golar LNG Limited, a Bermuda exempted company (“Golar”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (“OLLC”), (ii) the FSRU Time Charter Agreement, dated as of October 28, 2015 (the “Charter”), by and between Golar LNG NB13 Corporation, a Marshall Islands corporation (“Tundra Corp”) relating to the Golar Tundra (the “Vessel”), and West Africa Gas Limited (the “Charterer”), (iii) the Memorandum of Agreement, dated November 19, 2015, by and between Tundra Corp and Sea 24 Leasing Co. Limited, a company incorporated under the laws of Hong Kong (the “Legal Owner”) and (iv) the bareboat charter party, dated November 19, 2015, by and between Tundra Corp and the Legal Owner (the “Bareboat Charter”). Capitalized terms used in this letter agreement and not otherwise defined herein will have the meanings ascribed to them in the Agreement.
The undersigned parties hereby agree that:
1.    Commencing on the Closing Date and ending on the earlier of (a) the Hire Commencement Date under the Charter (b) the Commercial Start Date under the Charter and (c) the Put Date, as defined below (the “Golar Hire Period”), Golar shall pay to Tundra Corp a daily fee equal to $68,000 plus daily operating expenses (which shall include operating costs such as manning (crew), stores, insurance, maintenance and repairs, paint, spares, lube oil, chemicals and other miscellaneous operating charges) incurred by the Vessel or Tundra Corp on a pass through basis (the “Daily Payment”).
2.    In consideration for the Daily Payment, Golar shall have the right to use, charter and enjoy the Vessel and its benefits without restriction during the period (the “Golar Charter Period”) commencing

    

LETTERAGREEMENTEXECUT_IMAGE1.GIF

on the Closing Date and ending on the earlier of (a) the Scheduled Delivery Date under the Charter and (b) the date that is 12 months from the Closing Date (the “Put Date”), subject to the rights of the Legal Owner under the Bareboat Charter and the rights and obligations of Tundra Corp under the Charter.
3.    If requested by Golar, OLLC shall cause Tundra Corp to charter the Vessel to a party other than under the Charter for any length of time during the Golar Charter Period, subject to the rights and obligations of Tundra Corp under the Charter.
4.    OLLC shall pay to Golar any hire or other contract-related payments actually received by OLLC or Tundra Corp with respect to the Vessel or Tundra Corp during the Golar Hire Period.
5.    If on the Put Date the Vessel has not been accepted by the Charterer and commenced service under the Charter, OLLC shall have the right to sell to Golar (the “Put Right”) all of the issued and outstanding shares of capital stock of Tundra Corp (the “Shares”) at a price equal to the Purchase Price.
6.    OLLC may exercise its Put Right at any time prior to the 30th day following the Put Date. The closing of the purchase and sale of the Shares pursuant to such Put Right exercise (the “Put Sale Closing”) shall take place at such time, on such date and at such location as Golar and OLLC shall agree, provided that the Put Sale Closing shall occur no later than the 30th day after the date that the Put Right is exercised.
7.    This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.
Please acknowledge your acceptance and agreement of this letter agreement by signing in the space provided below. Upon your execution of this letter agreement (or counterpart copies hereof), this letter agreement shall become binding on the parties hereto.

[Remainder of page intentionally left blank]





Very truly yours,
GOLAR LNG LIMITED



    

LETTERAGREEMENTEXECUT_IMAGE1.GIF

By: /s/ Brian Tienzo         
Name: BRIAN TIENZO
Title: Attorney-in-fact    

    
 
Acknowledged and agreed:
GOLAR PARTNERS OPERATING LLC


By: /s/ Graham Robjohns     
Name: GRAHAM ROBJOHNS        
Title: Attorney-in-fact        

    

FORM OF LETTER AGREEMENT AMENDMENT
September 26 th , 2016
Golar Partners Operating LLC
c/o Golar Management Limited
13 th Floor
One America Square
17 Crosswall
London EC3N 2LB
England

Golar LNG Limited
S.E. Pearman Building, 2 nd Floor
9 Par-la-Ville Road
Hamilton HM 11 Bermuda

Reference is made to the Letter Agreement between us dated May 17 th , 2016 (the “ Letter Agreement ”).

The undersigned parties agree that:

1.
Paragraph 1 of the Letter Agreement shall be amended to read as follows:

“1. Commencing on the Closing Date and ending on the earlier of (a) the date on which the Vessel has been accepted by the Charterer and commenced service under the Charter (and, for the avoidance of doubt, any deemed acceptance of the Vessel under the Charter shall not count for these purposes) and (b) the date that is 12 months from the Closing Date (the “Put Date”), as defined below (the “ Golar Charter Period ”), Golar shall pay to Tundra Corp a daily fee equal to $68,000 plus daily operating expenses (which shall include operating costs such as manning (crew), stores, insurance, maintenance and repairs, paint, spares, lube oil, chemicals and other miscellaneous operating charges) incurred by the Vessel or Tundra Corp on a pass through basis (the “ Daily Payment ”).”

2.
Paragraph 2 of the Letter Agreement shall be amended to read as follows:

“2. In consideration for the Daily Payment, Golar shall have the right to use, charter and enjoy the Vessel and its benefits without restriction during the Golar Charter Period, subject to the rights of the Legal Owner under the Bareboat Charter and the rights and obligations of Tundra Corp under the Charter.”

3.
The reference to “Golar Hire Period” in clause 4 of the Letter Agreement shall be deleted, and replaced with “Golar Charter Period”.

4.
Other than as amended and/or supplemented by this Letter Agreement Amendment, the Letter Agreement shall remain in full force and effect in accordance with its terms.

5.
This Letter Agreement Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

Please acknowledge your acceptance and agreement of this Letter Agreement Amendment by signing in the space provided below. Upon execution of this Letter Agreement Amendment (or counterpart copies hereof), this Letter Agreement Amendment shall become binding on the parties hereto.

Very truly yours,

GOLAR LNG LIMITED



1 of 1


By: /s/ AJ Whalley

Name: Andrew J.D. Whalley
Title: Director



Acknowledged and agreed:

GOLAR PARTNERS OPERATING LLC


By: /s/ AJ Whalley

Name: Andrew J.D. Whalley
Title: Director
for and on behalf of GOLAR LNG PARTNERS LP
as Sole Member of GOLAR PARTNERS OPERATING LLC

2 of 2



EXECUTION VERSION


OMNIBUS AGREEMENT

AMONG


GOLAR LNG LIMITED

GOLAR POWER LIMITED

GOLAR LNG PARTNERS LP

GOLAR GP LLC

AND

GOLAR PARTNERS OPERATING LLC

1




OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT is entered into on, and effective as of June 19, 2016, among Golar LNG Limited, a limited company organized under the laws of Bermuda (“Golar LNG”), Golar Power Limited, a limited company organized under the laws of Bermuda (“Golar Power”) , Golar LNG Partners LP, a Marshall Islands limited partnership (the “MLP”), Golar GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the “General Partner”), and Golar Partners Operating LLC, a Marshall Islands limited liability company (the “Operating Company”).

R E C I T A L S:

1. As of the date of this Agreement (as defined herein), Golar Power is a wholly-owned
subsidiary of Golar LNG.

2. Golar LNG formed Golar Power for the purpose of organizing Golar LNG’s ownership of
certain assets focused on the production of electricity based on gas fired power plants, which
assets are expected to operate, initially, in Brazil.

3. Among the assets which Golar LNG expects it will transfer to Golar Power are two LNG
carriers (capable of conversion to FSRUs (as defined herein)) and one FSRU that is currently
under construction.

4. Golar LNG expects that it will reduce its ownership in Golar Power (initially down to 50%
and potentially below 50% in the future), in one or more transactions in order to raise capital to finance projects to be developed by Golar Power, through sales or other transfers of equity
interests in Golar Power to one or more third-parties.

5. Golar Power's operations are expected to involve, typically, the long term chartering of
FSRUs to an operator of a gas fired power plant in order to facilitate the importation of LNG to fuel such plant.

6. The Parties desire by their execution of this Agreement to evidence their understanding, as
more fully set forth in Articles II and III, with respect to (a) those business opportunities that the Golar Power Entities (as defined herein) will not pursue during the term of this Agreement
and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined.

7. The Parties desire by their execution of this Agreement to evidence their understanding, as
more fully set forth in Article IV, with respect to the MLP’s right of first offer relating to Five-Year Vessels that Golar Power might own.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

    

2





ARTICLE I

DEFINITIONS

Section 1.1. Definitions . As used in this Agreement, the following terms shall have the
respective meanings set forth below:

Acquiring Party ” has the meaning given such term in Section 4.1.3.1.

Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or otherwise.

Agreement ” means this Omnibus Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 5.6 hereof.

Board ” means the Board of Directors of the MLP.

Break-up Costs ” means the aggregate amount of any and all additional taxes, flag administration, financing, legal and other similar costs (except with respect to Section 2.2(b)
where Break-up Costs shall be deemed to include only administrative costs associated with transfer and re-flagging, including related legal costs) to the Golar Power Entities that would
be required to transfer Five-Year Vessels acquired by the Golar Power Entities as part of a larger transaction to a Partnership Group Member pursuant to Sections 2.2(b) or 2.2(d)(i).

Change of Control ” means, with respect to any Person (the “Applicable Person”), any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than Golar LNG or its Affiliates with respect to the General Partner, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (b) above.


3



Conflicts Committee ” means the Conflicts Committee of the Board of Directors.

Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“Existing Omnibus Agreement” means the Omnibus Agreement, dated as of April 8, 2011 by and between GLNG, Golar LNG Energy Limited, a limited company organized under the laws of Bermuda, the MLP, Golar GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined in the Omnibus Agreement)), and Golar Partners Operating LLC, a Marshall Islands limited liability company.

First Offer Negotiation Period ” has the meaning given such term in Section 4.2(b).

Five-Year Vessel ” means any LNG carrier or FSRU operating under a charter for five
or more years, together with the related charter.

FSRU ” means a floating storage and regasification unit.

General Partner ” is defined in the introduction to this Agreement.

Golar LNG Entities ” means Golar LNG and any Person controlled, directly or indirectly, by Golar LNG, other than Golar Power.

Golar Power Entities ” means Golar Power and any Person controlled, directly or indirectly, by Golar Power.

MLP ” is defined in the introduction to this Agreement.

MLP Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of April 13, 2011, as amended by Amendment No. 1, dated as of December 13, 2012, as further amended, supplemented or otherwise modified from time to time.

Non-Five-Year Vessel ” means any LNG carrier or FSRU that is not a Five-Year Vessel.

Offer ” has the meaning given such term in Section 3.1.

Offered Assets ” has the meaning given such term in Section 3.1.

Offer Period ” has the meaning given such term in Section 3.1.

Parties ” means the parties to this Agreement and their successors and permitted assigns.

Partnership Entities ” means the General Partner, the MLP and any Person controlled by
any such entity.

Partnership Group ” means the MLP and any Person controlled by any such entity.

Partnership Group Member ” means any Person in the Partnership Group.
 

4



Person ” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

Sale Assets ” has the meaning given such term in Section 4.2(a).

Transfer ” means any transfer, assignment, sale or other disposition of any Five-Year Vessel by a Golar Power Entity; provided, however, that such term shall not include: (a) transfers, assignments, sales or other dispositions from a Golar Power Entity to another Golar Power Entity or a Golar LNG Entity; (b) transfers, assignments, sales or other dispositions pursuant to the terms of any related charter or other agreement with a charter party; (c) transfers, assignments, sales or other dispositions pursuant to Article II of this Agreement; or (d) grants of security interests in or mortgages or liens on such Five-Year Vessels in favor of a bona fide third party lender or the foreclosure of any such security interest, mortgage or lien).

Transfer Notice ” has the meaning given such term in Section 4.2(a).

Transferring Party ” has the meaning given such term in Section 4.2(a).

Voting Securities ” means securities of any class of Person entitling the holders thereof to vote in the election of members of the board of directors or other similar governing body of
the Person.
ARTICLE II

FIVE-YEAR VESSEL RESTRICTED BUSINESS OPPORTUNITIES

Section 2.1. Five-Year Vessel Restricted Businesses . Subject to Section 5.4 and except as permitted by Section 2.2, each of the Golar Power Entities shall be prohibited from acquiring, owning, operating or chartering Five-Year Vessels.

Section 2.2. Permitted Exceptions . Notwithstanding any provision of Section 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Golar Power Entity from:

(a) acquiring, owning, operating or chartering any Non-Five-Year Vessel;

(b) acquiring one or more Five-Year Vessels if such Golar Power Entity offers to sell to the vessel to the MLP for fair market value plus any Break-up Costs in accordance with the procedures set forth in Section 3.1;

(c) putting a Non-Five-Year Vessel under charter for five or more years if such Golar Power Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 3.1;

(d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering such Five-Year Vessel(s); provided, however, that:


5



(i)     if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by Golar Power’s board of directors, as applicable, the Golar Power Entity must offer to sell such Five-Year Vessel(s) to the MLP for their fair market value plus any Break-up Costs in accordance with the procedures set forth in Section 3.1; and

(ii)     if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined in good faith by Golar Power’s board of directors, Golar Power shall notify the MLP of the proposed acquisition in writing. The MLP shall, not later than the 10 th calendar day following receipt of such notice, notify Golar Power if it or any other Partnership Group Member wishes to acquire any Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Golar Power Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If the MLP does not notify Golar Power of its intent to pursue the acquisition within such 10 calendar days, the Golar Power Entity may proceed with the acquisition and then offer to sell such vessels to the MLP as provided in subsection (i) above;

(e) acquiring a non-controlling interest in any company, business or pool of assets;

(f) acquiring, owning, operating or chartering any Five-Year Vessel if the MLP does not fulfill its obligation to purchase such Five-Year Vessel in accordance with the terms of any existing or future agreement;

(g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Partnership Group Member as described in paragraphs (b), (c) and (d) above, in each case pending the offer of such Five-Year Vessel to the MLP and the MLP’s determination pursuant to Section 3.1 whether to purchase the Five-Year Vessel and, if the
MLP has determined to purchase or to cause any Partnership Group Member to purchase such
Five-Year Vessel, pending the closing of such purchase;

(h) providing ship management services relating to any vessel; or

(i) acquiring, owning, operating or chartering any Five-Year Vessel if the MLP has previously advised Golar Power, as applicable, that it consents to such acquisition, operation or charter.

ARTICLE III

BUSINESS OPPORTUNITIES PROCEDURES

Section 3.1. Procedures . In the event that a Golar Power Entity acquires, operates or puts under charter Five-Year Vessels in accordance with Section 2.2(b), (c) or (d)(i), then simultaneously or in any event not later than 30 calendar days after the consummation of the acquisition or the commencement of operations or charter, such acquiring Party (the “Acquiring Party”) shall notify the Board and offer the Board the opportunity for any Partnership Group Member to purchase such Five-Year Vessels (the “Offered Assets”), for their fair market value plus, in the case of an acquisition in accordance with Sections 2.2(b), or 2.2(d)(i), any applicable Break-up Costs, in each case on commercially reasonable terms in accordance with this Section 3.1 (the “Offer”). The Offer shall set forth the Acquiring Party’s proposed terms relating to the purchase

6



of the Offered Assets by the applicable Partnership Group Member, including any liabilities to be assumed by the applicable Partnership Group Member as part of the Offer.

As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Board all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Assets and reasonably requested by the Board. As soon as practicable, but in any event, within 30 calendar days after receipt of the Offer, the Board shall notify the Acquiring Party in writing that either:

(a)     the Board has elected not to cause any Partnership Group Member to purchase, as applicable, such Offered Assets, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement (including Section 2.2(b)), be forever free, subject to the provisions of this Agreement, to continue to own, operate and charter such Offered Assets; or
(b)     the Board has elected to cause any Partnership Group Member to purchase, as applicable, such Offered Assets, in which event the following procedures shall be followed:

(i)     After the receipt of the Offer by the Board, the Acquiring Party and the Board shall negotiate in good faith regarding the fair market value (and any applicable Break-up Costs) of the Offered Assets that are subject to the Offer and the other terms of the Offer on which the Offered Assets will be sold to the applicable Partnership Group Member. If the Acquiring Party and the Board agree on the fair market value (and any applicable Break-up Costs) of the Offered Assets that are subject to the Offer and the other terms of the Offer during the 30-day period (the “Offer Period”) after receipt by the Acquiring Party of the Board’s election to cause any Partnership Group Member to purchase, as applicable, the Offered Assets, the Board shall cause any Partnership Group Member to purchase the Offered Assets on such terms as soon as commercially practicable after such agreement has been reached. For the avoidance of doubt, if the Board and the Acquiring Party are unable to agree on the fair market value of any Offered Assets during the Offer Period, the Acquiring Party shall be deemed to have discharged its obligations under this Article IV and shall be permitted to consummate the acquisition, ownership, operation or chartering, as applicable, of the Offered Assets.


Section 3.2. Scope of Prohibition . If any Golar Power Entity or its Affiliates engages in the ownership or operation of Five-Year Vessels pursuant to any of the exceptions described in Section 2.2, such Golar Power Entity and its Affiliates may not subsequently expand that portion of their business other than pursuant to the exceptions contained in such Section 2.2 or pursuant to the provisions of the last sentence of Section 3.1(b)(i). Except as otherwise provided in this Agreement or, in the case of the MLP, the MLP Agreement, each Party and its Affiliates shall be free to engage in any business activity whatsoever, including those that may be in direct competition with the Golar Power Entities or the Partnership Group Members.

Section 3.3. Enforcement. Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article II, and that any breach by any such Party of its covenants and agreements set forth in this Article III would result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such

7



breach, and consent to the issuance of injunctive relief to enforce the provisions of Article III of this Agreement.




ARTICLE IV

RIGHTS OF FIRST OFFER

Section 4.1. Rights of First Offer.
(a)     The Golar Power Entities hereby grant the MLP a right of first offer on any proposed Transfer of any Five-Year Vessels owned or acquired by any Golar Power Entity.

(b)     The Parties acknowledge that all potential Transfers of Five-Year Vessels pursuant to this Article IV are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties and to the terms of all existing agreements in respect of such Five-Year Vessels.

Section 4.2. Procedures for Rights of First Offer.

(a)     In the event that a Golar Power Entity (the “Transferring Party”) proposes to Transfer any Five-Year Vessels (the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-affiliated third party or otherwise offering to Transfer the Sale Assets to any non-affiliated third party, such Transferring Party shall give the MLP written notice setting forth all material terms and conditions (including, without limitation, the purchase price or the terms of the charter agreement and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer the Sale Assets) (a “Transfer Notice”).

(b) After delivery of a Transfer Notice, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to the MLP or any of its Affiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the MLP in the manner provided above.

ARTICLE V

MISCELLANEOUS

Section 5.1. Choice of Law; Submission To Jurisdiction . This Agreement shall be subject to and governed by the laws of the State of New York. Each party hereby submits to the jurisdiction of

8



the state and federal courts located in the State of New York and to venue in New York, New York.

Section 5.2. Notice . All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a party pursuant to this Agreement shall be sent to or
made at the address set forth below such party’s signature to this Agreement, or at such other
address as such party may stipulate to the other parties in the manner provided in this Section
5.2.

Section 5.3. Entire Agreement . This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 5.4. Termination . Upon a Change of Control of the General Partner or of the MLP, this Agreement shall terminate immediately. In the event that one or more Golar LNG Entities cease to own, in the aggregate, at least 33-1/3% of the ownership interests in Golar Power, this Agreement shall terminate as of the date such ownership interest falls below 33-1/3%.

Section 5.5. Waiver; Effect of Waiver or Consent . Any party hereto may
(a) extend the time for the performance of any obligation or other act of any other party hereto or
(b) waive compliance with any agreement or condition contained herein. Except as otherwise
specifically provided herein, any such extension or waiver shall be valid only if set forth in a
written instrument duly executed by the party or parties to be bound thereby; provided, however, that the MLP may not, without the prior approval of the Conflicts Committee, agree to any extension or waiver of this Agreement that, in the reasonable discretion of the Board, will adversely affect the holders of common units of the MLP. No waiver or consent, express or implied, by any party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder until the applicable statute of limitations period has run.

Section 5.6. Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto; provided, however, that the MLP may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the Board, will adversely affect the holders of common units of the MLP.

9




Section 5.7. Assignment. No party shall have the right to assign its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 5.8. Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 5.9. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.10. Gender, Parts, Articles and Sections . Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

Section 5.11. Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.12. Withholding or Granting of Consent . Each party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 5.13. Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any applicable law, statute, rule or regulation.

Section 5.14. Negotiation of Rights of Golar LNG, Golar Power, Limited Partners, Assignees and Third Parties . The provisions of this Agreement are enforceable solely by the parties to this Agreement, and no shareholder of Golar LNG or Golar Power and no limited partner, member, assignee or other Person of the MLP shall have the right, separate and apart from Golar LNG, Golar Power or the MLP, as applicable, to enforce any provision of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement.

Section 5.15. Existing Omnibus Agreement . The parties hereto agree that this Agreement sets forth the exclusive obligations of the Golar Power Entities to the MLP with respect to Five-Year Vessels, and the provisions of the Existing Omnibus Agreement to the contrary notwithstanding, none of the Golar Power Entities shall have any rights or obligations under the Existing Omnibus Agreement.

[SIGNATURE PAGE FOLLOWS]

10





11




IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as
of, the day and year first above written.
GOLAR LNG LIMITED


By:    /s/ B Tienzo
Name: BRIAN TIENZO
Title: ATTORNEY IN FACT

Address for Notice:

2 nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton HM 11
Bermuda

Phone (1) 441 295 4705
Fax: (1) 441 295 3494

Attention: Brian Tienzo

GOLAR POWER LIMITED

By:     /s/ Håkon R. Fure
                         Name: HÅKON FURE
Title: DIRECTOR

Address for Notice:

2 nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton HM 11
Bermuda

Phone (1) 441 295 4705
Fax: (1) 441 295 3494

Attention: Håkon Reistad Fure


GOLAR LNG PARTNERS LP


By:    /s/ Tor O Troim
Name: TOR OLAV TROIM
Title: DIRECTOR

Address for Notice:


12



2 nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton HM 11
Bermuda

Phone (1) 441 295 4705
Fax: (1) 441 295 3494

Attention: Graham Robjohns

    
GOLAR GP LLC

By :    /s/ Tor O Troim
Name: TOR OLAV TROIM
Title: DIRECTOR

Address for Notice:

2 nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton HM 11
Bermuda

Phone (1) 441 295 4705
Fax: (1) 441 295 3494

Attention: Graham Robjohns


GOLAR PARTNERS OPERATING LLC


By:    /s/ Tor O Troim
Name: TOR OLAV TROIM
Title: DIRECTOR

Address for Notice: Graham Robjohns

2 nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton HM 11
Bermuda

Phone (1) 441 295 4705
Fax: (1) 441 295 3494

Attention: Graham Robjohns




13




[ Signature Pages to Omnibus Agreement ]

14